UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX
               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-01835
                                      -----

Pioneer Value Fund
- ----------------------------------------------------
(Exact name of registrant as specified in charter)

60 State Street Boston, MA  02109
- ----------------------------------------------------
(Address of principal executive offices)

Dorothy Bourassa
60 State Street
Boston, MA  02109
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(Name and address of agent for service)

Registrant's telephone number, including area code:  (617) 742-7825

Date of fiscal year end:  September 30

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

SIGNATURES

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

(Registrant)  Pioneer Value Fund

By (Signature and Title)  /s/ John F. Cogan, Jr.
                         -------------------------
                         John F. Cogan, Jr., Chairman and President

Date  August 19, 2009
      ----------------




============================== PIONEER VALUE FUND ==============================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda G. Alvarado        For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Vance D. Coffman         For       For          Management
1.4   Elect Director Michael L. Eskew         For       For          Management
1.5   Elect Director W. James Farrell         For       For          Management
1.6   Elect Director Herbert L. Henkel        For       For          Management
1.7   Elect Director Edward M. Liddy          For       For          Management
1.8   Elect Director Robert S. Morrison       For       For          Management
1.9   Elect Director Aulana L. Peters         For       For          Management
1.10  Elect Director Robert J. Ulrich         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
4     Stock Retention/Holding Period          Against   Against      Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R.J. Alpern              For       For          Management
1.2   Elect Director R.S. Austin              For       For          Management
1.3   Elect Director W.M. Daley               For       For          Management
1.4   Elect Director W.J. Farrell             For       For          Management
1.5   Elect Director H.L. Fuller              For       For          Management
1.6   Elect Director W.A. Osborn              For       For          Management
1.7   Elect Director D.A.L. Owen              For       For          Management
1.8   Elect Director W.A. Reynolds            For       For          Management
1.9   Elect Director R.S. Roberts             For       For          Management
1.10  Elect Director S.C. Scott, III          For       For          Management
1.11  Elect Director W.D. Smithburg           For       For          Management
1.12  Elect Director G.F. Tilton              For       For          Management
1.13  Elect Director M.D. White               For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Report on Animal Testing                Against   Abstain      Shareholder
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank M. Clark           For       For          Management
2     Elect Director Betsy Z. Cohen           For       For          Management
3     Elect Director Molly J. Coye, M.D.      For       For          Management
4     Elect Director Roger N. Farah           For       For          Management
5     Elect Director Barbara Hackman Franklin For       For          Management
6     Elect Director Jeffrey E. Garten        For       For          Management
7     Elect Director Earl G. Graves           For       For          Management
8     Elect Director Gerald Greenwald         For       For          Management
9     Elect Director Ellen M. Hancock         For       For          Management
10    Elect Director Richard J. Harrington    For       For          Management
11    Elect Director Edward J. Ludwig         For       For          Management
12    Elect Director Joseph P. Newhouse       For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Ratify Auditors                         For       For          Management
15    Provide for Cumulative Voting           Against   For          Shareholder
16    Adopt a Policy to Elect a Retired       Against   Against      Shareholder
      Management Employee


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AGNICO-EAGLE MINES LIMITED

Ticker:       AEM            Security ID:  008474108
Meeting Date: APR 30, 2009   Meeting Type: Annual/Special
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leanne M. Baker          For       For          Management
1.2   Elect Director Douglas R. Beaumont      For       For          Management
1.3   Elect Director Sean Boyd                For       For          Management
1.4   Elect Director Clifford Davis           For       For          Management
1.5   Elect Director David Garofalo           For       For          Management
1.6   Elect Director Bernard Kraft            For       For          Management
1.7   Elect Director Mel Leiderman            For       For          Management
1.8   Elect Director James D. Nasso           For       For          Management
1.9   Elect Director J. Merfyn Roberts        For       For          Management
1.10  Elect Director Eberhard Scherkus        For       For          Management
1.11  Elect Director Howard R. Stockford      For       For          Management
1.12  Elect Director Pertti Voutilainen       For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Amend Employee Stock Purchase Plan      For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Amend Bylaws                            For       For          Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Dinyar S. Devitre        For       For          Management
4     Elect Director Thomas F. Farrell        For       For          Management
5     Elect Director Robert E. R. Huntley     For       For          Management
6     Elect Director Thomas W. Jones          For       For          Management
7     Elect Director George Munoz             For       For          Management
8     Elect Director Nabil Y. Sakkab          For       For          Management
9     Elect Director Michael E. Szymanczyk    For       For          Management
10    Ratify Auditors                         For       For          Management
11    Reduce Tobacco Harm to Health           Against   Abstain      Shareholder
12    Report on Marketing Practices on the    Against   Against      Shareholder
      Poor
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Adopt Human Rights Protocols for        Against   Abstain      Shareholder
      Company and Suppliers
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Report on Political Contributions       Against   Against      Shareholder


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

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


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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frederick M. Bohen       For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 10, 2009   Meeting Type: Annual
Record Date:  JAN 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aart J. de Geus          For       For          Management
1.2   Elect Director Stephen R. Forrest       For       For          Management
1.3   Elect Director Philip V. Gerdine        For       For          Management
1.4   Elect Director Thomas J. Iannotti       For       For          Management
1.5   Elect Director Alexander A. Karsner     For       For          Management
1.6   Elect Director Charles Y.S. Liu         For       For          Management
1.7   Elect Director Gerhard H. Parker        For       For          Management
1.8   Elect Director Dennis D. Powell         For       For          Management
1.9   Elect Director Willem P. Roelandts      For       For          Management
1.10  Elect Director James E. Rogers          For       For          Management
1.11  Elect Director Michael R. Splinter      For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Ratify Auditors                         For       For          Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

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


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       Against      Management
      Acquisition
2     Amend Omnibus Stock Plan                For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Adjourn Meeting                         For       For          Management


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BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 14, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruth E. Bruch            For       For          Management
1.2   Elect Director Nicholas M. Donofrio     For       For          Management
1.3   Elect Director Gerald L. Hassell        For       For          Management
1.4   Elect Director Edmund F. Kelly          For       For          Management
1.5   Elect Director Robert P. Kelly          For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Michael J. Kowalski      For       For          Management
1.8   Elect Director John A. Luke, Jr.        For       For          Management
1.9   Elect Director Robert Mehrabian         For       For          Management
1.10  Elect Director Mark A. Nordenberg       For       For          Management
1.11  Elect Director Catherine A. Rein        For       For          Management
1.12  Elect Director William C. Richardson    For       For          Management
1.13  Elect Director Samuel C. Scott III      For       For          Management
1.14  Elect Director John P. Surma            For       For          Management
1.15  Elect Director Wesley W. von Schack     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L. Andreotti             For       For          Management
2     Elect Director L. B. Campbell           For       For          Management
3     Elect Director J. M. Cornelius          For       For          Management
4     Elect Director L. J. Freeh              For       For          Management
5     Elect Director L. H. Glimcher           For       For          Management
6     Elect Director M. Grobstein             For       For          Management
7     Elect Director L. Johansson             For       For          Management
8     Elect Director A. J. Lacy               For       For          Management
9     Elect Director V. L. Sato               For       For          Management
10    Elect Director T. D. West, Jr.          For       For          Management
11    Elect Director R. S. Williams           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
14    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
15    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: JUN 23, 2009   Meeting Type: Special
Record Date:  MAY 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Option Exchange Program   For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

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


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CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zoe Baird                For       For          Management
1.2   Elect Director Sheila P. Burke          For       For          Management
1.3   Elect Director James I. Cash, Jr.       For       For          Management
1.4   Elect Director Joel J. Cohen            For       For          Management
1.5   Elect Director John D. Finnegan         For       For          Management
1.6   Elect Director Klaus J. Mangold         For       For          Management
1.7   Elect Director Martin G. McGuinn        For       For          Management
1.8   Elect Director Lawrence M. Small        For       For          Management
1.9   Elect Director Jess Soderberg           For       For          Management
1.10  Elect Director Daniel E. Somers         For       For          Management
1.11  Elect Director Karen Hastie Williams    For       For          Management
1.12  Elect Director James M. Zimmerman       For       For          Management
1.13  Elect Director Alfred W. Zollar         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Edward Hanway         For       For          Management
1.2   Elect Director John M. Partridge        For       For          Management
1.3   Elect Director James E. Rogers          For       For          Management
1.4   Elect Director Eric C. Wiseman          For       For          Management
2     Ratify Auditors                         For       For          Management


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: AUG 18, 2008   Meeting Type: Special
Record Date:  JUL 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Size of Board       For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis H. Chookaszian    For       For          Management
1.2   Elect Director Robert F. Corvino        For       For          Management
1.3   Elect Director Larry G. Gerdes          For       For          Management
1.4   Elect Director Daniel R. Glickman       For       For          Management
1.5   Elect Director James E. Oliff           For       For          Management
1.6   Elect Director John L. Pietrzak         For       For          Management
1.7   Elect Director Alex J. Pollock          For       For          Management
1.8   Elect Director William R. Shepard       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


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COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert A. Allen         For       For          Management
1.2   Elect Director Ronald W. Allen          For       For          Management
1.3   Elect Director Cathleen P. Black        For       For          Management
1.4   Elect Director Barry Diller             For       For          Management
1.5   Elect Director Alexis M. Herman         For       For          Management
1.6   Elect Director Muhtar Kent              For       For          Management
1.7   Elect Director Donald R. Keough         For       For          Management
1.8   Elect Director Maria Elena Lagomsino    For       For          Management
1.9   Elect Director Donald F. McHenry        For       For          Management
1.10  Elect Director Sam Nunn                 For       For          Management
1.11  Elect Director James D. Robinson III    For       Against      Management
1.12  Elect Director Peter V. Ueberroth       For       Against      Management
1.13  Elect Director Jacob Wallenberg         For       For          Management
1.14  Elect Director James B. Williams        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
6     Performance-Based Awards                Against   Against      Shareholder


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

CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edwin M. Banks           For       For          Management
1.2   Elect Director C. David Brown II        For       For          Management
1.3   Elect Director David W. Dorman          For       For          Management
1.4   Elect Director Kristen E. Gibney        For       For          Management
      Williams
1.5   Elect Director Marian L. Heard          For       For          Management
1.6   Elect Director William H. Joyce         For       For          Management
1.7   Elect Director Jean-Pierre Million      For       For          Management
1.8   Elect Director Terrence Murray          For       For          Management
1.9   Elect Director C.A. Lance Piccolo       For       For          Management
1.10  Elect Director Sheli Z. Rosenberg       For       For          Management
1.11  Elect Director Thomas M. Ryan           For       For          Management
1.12  Elect Director Richard J. Swift         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Require Independent Board Chairman      Against   For          Shareholder
5     Report on Political Contributions       Against   Against      Shareholder
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 18, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Carty          For       For          Management
1.2   Elect Director Michael S. Dell          For       For          Management
1.3   Elect Director William H. Gray, III     For       For          Management
1.4   Elect Director Sallie L. Krawcheck      For       For          Management
1.5   Elect Director Alan (A.G.) Lafley       For       For          Management
1.6   Elect Director Judy C. Lewent           For       For          Management
1.7   Elect Director Thomas W. Luce, III      For       For          Management
1.8   Elect Director Klaus S. Luft            For       For          Management
1.9   Elect Director Alex J. Mandl            For       For          Management
1.10  Elect Director Michael A. Miles         For       For          Management
1.11  Elect Director Samuel A.  Nunn, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Reimburse Proxy Expenses                Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vanessa C.L. Chang       For       For          Management
1.2   Elect Director France A. Cordova        For       For          Management
1.3   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.4   Elect Director Charles B. Curtis        For       For          Management
1.5   Elect Director Bradford M. Freeman      For       For          Management
1.6   Elect Director Luis G. Nogales          For       For          Management
1.7   Elect Director Ronald L. Olson          For       For          Management
1.8   Elect Director James M. Rosser          For       For          Management
1.9   Elect Director Richard T. Schlosberg,   For       For          Management
      III
1.10  Elect Director Thomas C. Sutton         For       For          Management
1.11  Elect Director Brett White              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Juan Carlos Braniff      For       For          Management
1.2   Elect Director James L. Dunlap          For       For          Management
1.3   Elect Director Douglas L. Foshee        For       For          Management
1.4   Elect Director Robert W. Goldman        For       For          Management
1.5   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.6   Elect Director Thomas R. Hix            For       For          Management
1.7   Elect Director Ferrell P. McClean       For       For          Management
1.8   Elect Director Steven J. Shapiro        For       For          Management
1.9   Elect Director J. Michael Talbert       For       For          Management
1.10  Elect Director Robert F. Vagt           For       For          Management
1.11  Elect Director John L. Whitmire         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

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


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

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Emkes            For       For          Management
1.2   Elect Director D. Bryan Jordan          For       For          Management
1.3   Elect Director R. Brad Martin           For       For          Management
1.4   Elect Director Vicki R. Palmer          For       For          Management
1.5   Elect Director William B. Sansom        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

FIRSTENERGY CORP

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul T. Addison          For       For          Management
1.2   Elect Director Anthony J. Alexander     For       For          Management
1.3   Elect Director Michael J. Anderson      For       For          Management
1.4   Elect Director Dr. Carol A. Cartwright  For       For          Management
1.5   Elect Director William T. Cottle        For       For          Management
1.6   Elect Director Robert B. Heisler, Jr.   For       For          Management
1.7   Elect Director Ernest J. Novak, Jr.     For       For          Management
1.8   Elect Director Catherine A. Rein        For       For          Management
1.9   Elect Director George M. Smart          For       For          Management
1.10  Elect Director Wes M. Taylor            For       For          Management
1.11  Elect Director Jesse T. Williams, Sr.   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Simple Majority Vote              Against   For          Shareholder
4     Amend Bylaws to Reduce the Percentage   Against   For          Shareholder
      of Shares Required to Call Special
      Shareholder Meeting
5     Establish Shareholder Proponent         Against   For          Shareholder
      Engagement Process
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 11, 2009   Meeting Type: Annual
Record Date:  JAN 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel H. Armacost       For       For          Management
2     Elect Director Charles Crocker          For       For          Management
3     Elect Director Joseph R. Hardiman       For       For          Management
4     Elect Director Robert D. Joffe          For       For          Management
5     Elect Director Charles B. Johnson       For       For          Management
6     Elect Director Gregory E. Johnson       For       For          Management
7     Elect Director Rupert H. Johnson, Jr.   For       For          Management
8     Elect Director Thomas H. Kean           For       For          Management
9     Elect Director Chutta Ratnathicam       For       For          Management
10    Elect Director Peter M. Sacerdote       For       For          Management
11    Elect Director Laura Stein              For       For          Management
12    Elect Director Anne M. Tatlock          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director J. Bennett Johnston      For       For          Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Bobby Lee Lackey         For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Dustan E. McCoy          For       For          Management
1.11  Elect Director Gabrielle K. McDonald    For       For          Management
1.12  Elect Director James R. Moffett         For       For          Management
1.13  Elect Director B.M. Rankin, Jr.         For       For          Management
1.14  Elect Director J. Stapleton Roy         For       For          Management
1.15  Elect Director Stephen H. Siegele       For       For          Management
1.16  Elect Director J. Taylor Wharton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Request Director Nominee Environmental  Against   For          Shareholder
      Qualifications


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adrian D. P. Bellamy     For       For          Management
1.2   Elect Director Domenico De Sole         For       For          Management
1.3   Elect Director Donald G. Fisher         For       For          Management
1.4   Elect Director Robert J. Fisher         For       For          Management
1.5   Elect Director Bob L. Martin            For       For          Management
1.6   Elect Director Jorge P. Montoya         For       For          Management
1.7   Elect Director Glenn K. Murphy          For       For          Management
1.8   Elect Director James M. Schneider       For       For          Management
1.9   Elect Director Mayo A. Shattuck III     For       For          Management
1.10  Elect Director Kneeland C. Youngblood   For       For          Management
2     Ratify Auditors                         For       For          Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

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


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director Paul Danos               For       For          Management
3     Elect Director William T. Esrey         For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Heidi G. Miller          For       For          Management
7     Elect Director Hilda Ochoa-Brillembourg For       For          Management
8     Elect Director Steve Odland             For       For          Management
9     Elect Director Kendall J. Powell        For       For          Management
10    Elect Director Lois E. Quam             For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Ratify Auditors                         For       For          Management


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

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


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence T. Babbio, Jr.  For       For          Management
2     Elect Director Sari M. Baldauf          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Mark V. Hurd             For       For          Management
6     Elect Director Joel Z. Hyatt            For       For          Management
7     Elect Director John R. Joyce            For       For          Management
8     Elect Director Robert L. Ryan           For       For          Management
9     Elect Director Lucille S. Salhany       For       For          Management
10    Elect Director G. Kennedy Thompson      For       For          Management
11    Ratify Auditors                         For       For          Management


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Approve Right to Call Special Meetings  For       Against      Management
12    Provide for Cumulative Voting           Against   For          Shareholder
13    Call Special Meetings                   Against   For          Shareholder
14    Prepare Employment Diversity Report     Against   Abstain      Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Assess Energy Use and Establish         Against   Against      Shareholder
      Reduction Targets


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Susan L. Decker          For       For          Management
3     Elect Director John J. Donahoe          For       For          Management
4     Elect Director Reed E. Hundt            For       For          Management
5     Elect Director Paul S. Otellini         For       For          Management
6     Elect Director James D. Plummer         For       For          Management
7     Elect Director David S. Pottruck        For       For          Management
8     Elect Director Jane E. Shaw             For       For          Management
9     Elect Director John L. Thornton         For       For          Management
10    Elect Director Frank D. Yeary           For       For          Management
11    Elect Director David B. Yoffie          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Stock Option Exchange Program   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Provide for Cumulative Voting           Against   For          Shareholder
17    Adopt Policy on Human Rights to Water   Against   Abstain      Shareholder


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. J. P. Belda           For       For          Management
1.2   Elect Director C. Black                 For       For          Management
1.3   Elect Director W. R. Brody              For       For          Management
1.4   Elect Director K. I. Chenault           For       For          Management
1.5   Elect Director M. L. Eskew              For       For          Management
1.6   Elect Director S. A. Jackson            For       For          Management
1.7   Elect Director T. Nishimuro             For       For          Management
1.8   Elect Director  J. W. Owens             For       For          Management
1.9   Elect Director S. J. Palmisano          For       For          Management
1.10  Elect Director J. E. Spero              For       For          Management
1.11  Elect Director S. Taurel                For       For          Management
1.12  Elect Director L. H. Zambrano           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Review Executive Compensation           Against   For          Shareholder
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

INVESCO LTD. (FORMERLY INVESCO PLC)

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Martin L. Flanagan as a Director  For       For          Management
1.2   Elect Ben F. Johnson, III as a Director For       For          Management
1.3   Elect J. Thomas Presby as a Director    For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Colleen C. Barrett       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director Maxine K. Clark          For       For          Management
4     Elect Director Thomas J. Engibous       For       For          Management
5     Elect Director Kent B. Foster           For       For          Management
6     Elect Director Ken C. Hicks             For       For          Management
7     Elect Director Burl Osborne             For       For          Management
8     Elect Director Leonard H. Roberts       For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director R. Gerald Turner         For       For          Management
11    Elect Director Myron E. Ullman, III     For       For          Management
12    Elect Director Mary Beth West           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Adopt Principles for Health Care Reform Against   Against      Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Michael M.E. Johns       For       For          Management
1.4   Elect Director Arnold G. Langbo         For       For          Management
1.5   Elect Director Susan L. Lindquist       For       For          Management
1.6   Elect Director Leo F. Mullin            For       For          Management
1.7   Elect Director Wiliam D. Perez          For       For          Management
1.8   Elect Director Charles Prince           For       For          Management
1.9   Elect Director David Satcher            For       For          Management
1.10  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 21, 2009   Meeting Type: Annual
Record Date:  NOV 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       For          Management
1.2   Elect Director Richard Goodman          For       For          Management
1.3   Elect Director  Southwood J. Morcott    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Policy to Obtain Shareholder      Against   For          Shareholder
      Approval of Survivor Benefits


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

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


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ajay Banga               For       Against      Management
1.2   Elect Director Myra M. Hart             For       For          Management
1.3   Elect Director Lois D. Juliber          For       For          Management
1.4   Elect Director  Mark D. Ketchum         For       For          Management
1.5   Elect Director Richard A. Lerner        For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director Fredric G. Reynolds      For       For          Management
1.8   Elect Director Irene B. Rosenfeld       For       For          Management
1.9   Elect Director Deborah C. Wright        For       For          Management
1.10  Elect Director Frank G. Zarb            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Reuben V. Anderson       For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director David B. Dillon          For       For          Management
4     Elect Director Susan J. Kropf           For       For          Management
5     Elect Director John T. Lamacchia        For       For          Management
6     Elect Director David B. Lewis           For       For          Management
7     Elect Director Don W. Mcgeorge          For       For          Management
8     Elect Director W. Rodney Mcmullen       For       For          Management
9     Elect Director Jorge P. Montoya         For       For          Management
10    Elect Director Clyde R. Moore           For       For          Management
11    Elect Director Susan M. Phillips        For       For          Management
12    Elect Director Steven R. Rogel          For       For          Management
13    Elect Director James A. Runde           For       For          Management
14    Elect Director Ronald L. Sargent        For       For          Management
15    Elect Director Bobby S. Shackouls       For       For          Management
16    Ratify Auditors                         For       For          Management
17    Increase Purchasing of Cage Free Eggs   Against   Abstain      Shareholder
18    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 22, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis R. Beresford      For       For          Management
1.2   Elect Director W. Allen Reed            For       For          Management
1.3   Elect Director Roger W. Schipke         For       For          Management
1.4   Elect Director Nicholas J. St.George    For       For          Management
1.5   Elect Director Mark R. Fetting          For       For          Management
1.6   Elect Director Scott C. Nuttall         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   Against      Shareholder
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Almon          For       For          Management
1.2   Elect Director Kit D. Dietz             For       For          Management
1.3   Elect Director Nigel Travis             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie M. Baker, Jr.     For       For          Management
1.2   Elect Director Gwendolyn S. King        For       For          Management
1.3   Elect Director Marc D. Oken             For       For          Management
1.4   Elect Director David A. Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reincorporate in Another State from     Against   Against      Shareholder
      Delaware to North Dakota
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Report on Political Contributions       Against   Against      Shareholder


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 21, 2008   Meeting Type: Annual
Record Date:  JUN 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Victor J. Dzau           For       For          Management
1.2   Elect Director William A. Hawkins       For       For          Management
1.3   Elect Director Shirley A. Jackson       For       For          Management
1.4   Elect Director Denise M. O'Leary        For       For          Management
1.5   Elect Director Jean-Pierre Rosso        For       For          Management
1.6   Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director  Leslie A. Brun          For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Richard T. Clark         For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director Steven F. Goldstone      For       For          Management
6     Elect Director William B. Harrison, Jr. For       For          Management
7     Elect Director Harry R. Jacobson        For       For          Management
8     Elect Director William N. Kelley        For       For          Management
9     Elect Director  Rochelle B. Lazarus     For       For          Management
10    Elect Director Carlos E. Represas       For       For          Management
11    Elect Director Thomas E. Shenk          For       For          Management
12    Elect Director  Anne M. Tatlock         For       For          Management
13    Elect Director Samuel O. Thier          For       For          Management
14    Elect Director Wendell P. Weeks         For       For          Management
15    Elect Director  Peter C. Wendell        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Fix Number of Directors                 For       For          Management
18    Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
19    Require Independent Lead Director       Against   Against      Shareholder
20    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 5, 2008

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


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Maureen E. Clancy        For       For          Management
1.2   Elect Director Robert S. Farrell        For       For          Management
1.3   Elect Director Joseph R. Ficalora       For       For          Management
1.4   Elect Director James J. O'Donovan       For       For          Management
1.5   Elect Director Hanif W. Dahya           For       For          Management
2     Ratify Auditors                         For       For          Management


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

NEWMONT MINING CORP.

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Glen A. Barton           For       For          Management
1.2   Elect Director Vincent A. Calarco       For       For          Management
1.3   Elect Director Joseph A. Carrabba       For       For          Management
1.4   Elect Director Noreen Doyle             For       For          Management
1.5   Elect Director Veronica M. Hagen        For       For          Management
1.6   Elect Director Michael S. Hamson        For       For          Management
1.7   Elect Director Robert J. Miller         For       For          Management
1.8   Elect Director Richard T. O'Brien       For       For          Management
1.9   Elect Director John B. Prescott         For       For          Management
1.10  Elect Director Donald C. Roth           For       For          Management
1.11  Elect Director James V. Taranik         For       For          Management
1.12  Elect Director Simon Thompson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel A. Carp           For       For          Management
1.2   Elect Director Steven F. Leer           For       For          Management
1.3   Elect Director Michael D. Lockhart      For       For          Management
1.4   Elect Director Charles W. Moorman       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Political Contributions       Against   Against      Shareholder


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lewis W. Coleman         For       For          Management
2     Elect Director Thomas B. Fargo          For       For          Management
3     Elect Director Victor H. Fazio          For       For          Management
4     Elect Director Donald E. Felsinger      For       For          Management
5     Elect Director Stephen E. Frank         For       For          Management
6     Elect Director Bruce S. Gordon          For       For          Management
7     Elect Director Madeleine Kleiner        For       For          Management
8     Elect Director Karl J. Krapek           For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director Aulana L. Peters         For       For          Management
11    Elect Director Kevin W. Sharer          For       For          Management
12    Elect Director Ronald D. Sugar          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Report on Space-based Weapons Program   Against   Abstain      Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas G. Dignan, Jr.    For       For          Management
1.2   Elect Director Matina S. Horner         For       For          Management
1.3   Elect Director Gerald L. Wilson         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

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


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director J. Dudley Fishburn       For       For          Management
1.5   Elect Director Graham Mackay            For       For          Management
1.6   Elect Director Sergio Marchionne        For       For          Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Carlos Slim Helu         For       For          Management
1.9   Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: DEC 23, 2008   Meeting Type: Special
Record Date:  NOV 14, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition                     For       For          Management
2     Adjourn Meeting                         For       For          Management


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard O. Berndt        For       For          Management
1.2   Elect Director Charles E. Bunch         For       For          Management
1.3   Elect Director Paul W. Chellgren        For       For          Management
1.4   Elect Director Robert N. Clay           For       For          Management
1.5   Elect Director Kay Coles James          For       For          Management
1.6   Elect Director Richard B. Kelson        For       For          Management
1.7   Elect Director Bruce C. Lindsay         For       For          Management
1.8   Elect Director Anthony A. Massaro       For       For          Management
1.9   Elect Director Jane G. Pepper           For       For          Management
1.10  Elect Director James E. Rohr            For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Lorene K. Steffes        For       For          Management
1.13  Elect Director Dennis F. Strigl         For       For          Management
1.14  Elect Director Stephen G. Thieke        For       For          Management
1.15  Elect Director Thomas J. Usher          For       For          Management
1.16  Elect Director George H. Walls, Jr.     For       For          Management
1.17  Elect Director Helge H. Wehmeier        For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director Conrad K. Harper         For       For          Management
1.3   Elect Director Shirley Ann Jackson      For       For          Management
1.4   Elect Director David Lilley             For       For          Management
1.5   Elect Director Thomas A. Renyi          For       For          Management
1.6   Elect Director Hak Cheol Shin           For       For          Management
2     Ratify Auditors                         For       For          Management


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith O. Rattie          For       For          Management
1.2   Elect Director Harris H. Simmons        For       For          Management
1.3   Elect Director M. W. Scoggins           For       For          Management
1.4   Elect Director James A. Harmon          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend Director/Officer Liability and    For       For          Management
      Indemnification
5     Increase Authorized Common Stock        For       For          Management
6     Eliminate a Provision Imposing Limits   For       For          Management
      on Issuance of Preferred Stock
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Require a Majority Vote for the         None      For          Shareholder
      Election of Directors
9     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

SAFEWAY INC.

Ticker:       SWY            Security ID:  786514208
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven A. Burd           For       For          Management
1.2   Elect Director Janet E. Grove           For       For          Management
1.3   Elect Director Mohan Gyani              For       For          Management
1.4   Elect Director Paul Hazen               For       For          Management
1.5   Elect Director Frank C. Herringer       For       For          Management
1.6   Elect Director Robert I. MacDonnell     For       For          Management
1.7   Elect Director Kenneth W. Oder          For       For          Management
1.8   Elect Director Rebecca A. Stirn         For       For          Management
1.9   Elect Director William Y. Tauscher      For       For          Management
1.10  Elect Director Raymond G. Viault        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   For          Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

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


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

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


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy C. Lewent           For       For          Management
1.2   Elect Director Peter J. Manning         For       For          Management
1.3   Elect Director Jim P. Manzi             For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Ratify Auditors                         For       For          Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

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


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

TRANSOCEAN LTD.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     APPROVAL OF THE 2008 ANNUAL REPORT, THE For       For          Management
      CONSOLIDATED FINANCIALSTATEMENTS OF
      TRANSOCEAN LTD. FOR FISCAL YEAR 2008
      AND THESTATUTORY FINANCIAL STATEMENTS
      OF TRANSOCEAN LTD.
2     DISCHARGE OF THE MEMBERS OF THE BOARD   For       For          Management
      OF DIRECTORS AND THEEXECUTIVE OFFICERS
      FOR FISCAL YEAR 2008
3     APPROPRIATION OF THE AVAILABLE RETAINED For       For          Management
      EARNINGS WITHOUT PAYMENTOF A DIVIDEND
      TO SHAREHOLDERS FOR FISCAL YEAR 2008
      AND RELEASEOF CHF 3.5 BILLION OF LEGAL
      RESERVES TO OTHER RESERVES.
4     AUTHORIZATION OF A SHARE REPURCHASE     For       For          Management
      PROGRAM
5     APPROVAL OF THE LONG-TERM INCENTIVE     For       For          Management
      PLAN OF TRANSOCEAN LTD. INTHE FORM AS
      AMENDED AND RESTATED EFFECTIVE AS OF
      2/12/09
6     REELECTION OF CLASS I DIRECTOR FOR A    For       For          Management
      THREE YEAR TERM:W. RICHARD ANDERSON
7     REELECTION OF CLASS I DIRECTOR FOR A    For       For          Management
      THREE YEAR TERM:RICHARD L. GEORGE
8     REELECTION OF CLASS I DIRECTOR FOR A    For       For          Management
      THREE YEAR TERM:ROBERT L. LONG
9     REELECTION OF CLASS I DIRECTOR FOR A    For       For          Management
      THREE YEAR TERM:EDWARD R. MULLER
10    REELECTION OF CLASS III DIRECTOR FOR A  For       For          Management
      TWO-YEAR TERM:VICTOR E. GRIJALVA
11    APPOINTMENT OF ERNST & YOUNG LLP AS     For       For          Management
      TRANSOCEAN LTD. SINDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR FISCAL
      YEAR2009 AND REELECTION OF ERNST &
      YOUNG LTD., ZURICH, AS TRANSOCEANLTD. S
      AUDITOR PURSUANT TO THE SWISS CODE OF
      OBLIGATIONS FOR AFURTHER ONE-YEA


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis R. Chenevert       For       For          Management
1.2   Elect Director George David             For       For          Management
1.3   Elect Director John V. Faraci           For       For          Management
1.4   Elect Director Jean-Pierre Garnier      For       For          Management
1.5   Elect Director Jamie S. Gorelick        For       For          Management
1.6   Elect Director Carlos M. Gutierrez      For       For          Management
1.7   Elect Director Edward A. Kangas         For       For          Management
1.8   Elect Director Charles R. Lee           For       For          Management
1.9   Elect Director Richard D. McCormick     For       For          Management
1.10  Elect Director Harold McGraw III        For       For          Management
1.11  Elect Director Richard B. Myers         For       For          Management
1.12  Elect Director H. Patrick Swygert       For       For          Management
1.13  Elect Director Andre Villeneuve         For       For          Management
1.14  Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Abstain      Shareholder
      Offsets


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela H. Godwin         For       For          Management
1.2   Elect Director Thomas Kinser            For       For          Management
1.3   Elect Director A.S. MacMillan, Jr.      For       For          Management
1.4   Elect Director Edward J. Muhl           For       For          Management
2     Ratify Auditors                         For       For          Management


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Carrion       For       For          Management
1.2   Elect Director M. Frances Keeth         For       For          Management
1.3   Elect Director Robert W. Lane           For       For          Management
1.4   Elect Director Sandra O. Moose          For       For          Management
1.5   Elect Director Joseph Neubauer          For       For          Management
1.6   Elect Director Donald T. Nicolaisen     For       For          Management
1.7   Elect Director Thomas H. O'Brien        For       For          Management
1.8   Elect Director Clarence Otis, Jr.       For       For          Management
1.9   Elect Director Hugh B. Price            For       For          Management
1.10  Elect Director Ivan G. Seidenberg       For       For          Management
1.11  Elect Director John W. Snow             For       For          Management
1.12  Elect Director John R. Stafford         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Prohibit Executive Stock-Based Awards   Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Provide for Cumulative Voting           Against   For          Shareholder
10    Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Richard L. Keyser        For       For          Management
1.6   Elect Director Stuart L. Levenick       For       For          Management
1.7   Elect Director John W. McCarter, Jr.    For       For          Management
1.8   Elect Director Neil S. Novich           For       For          Management
1.9   Elect Director Michael J. Roberts       For       For          Management
1.10  Elect Director Gary L. Rogers           For       For          Management
1.11  Elect Director James T. Ryan            For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
1.13  Elect Director Harold B. Smith          For       For          Management
2     Ratify Auditors                         For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Allen I. Questrom        For       For          Management
10    Elect Director H. Lee Scott, Jr.        For       For          Management
11    Elect Director Arne M. Sorenson         For       For          Management
12    Elect Director Jim C. Walton            For       For          Management
13    Elect Director S. Robson Walton         For       For          Management
14    Elect Director Christopher J. Williams  For       For          Management
15    Elect Director Linda S. Wolf            For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
18    Pay For Superior Performance            Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
20    Report on Political Contributions       Against   Against      Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
22    Stock Retention/Holding Period          Against   Against      Shareholder


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2009   Meeting Type: Annual
Record Date:  JAN 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John E. Bryson           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Judith L. Estrin         For       For          Management
5     Elect Director Robert A. Iger           For       For          Management
6     Elect Director Steven P. Jobs           For       For          Management
7     Elect Director Fred H. Langhammer       For       For          Management
8     Elect Director Aylwin B. Lewis          For       For          Management
9     Elect Director Monica C. Lozano         For       For          Management
10    Elect Director Robert W. Matschullat    For       For          Management
11    Elect Director John E. Pepper , Jr.     For       For          Management
12    Elect Director Orin C. Smith            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Report on Political Contributions       Against   Against      Shareholder
17    Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pastora San Juan         For       For          Management
      Cafferty
1.2   Elect Director Frank M. Clark, Jr.      For       For          Management
1.3   Elect Director Patrick W. Gross         For       For          Management
1.4   Elect Director John C. Pope             For       For          Management
1.5   Elect Director W. Robert Reum           For       For          Management
1.6   Elect Director Steven G. Rothmeier      For       For          Management
1.7   Elect Director David P. Steiner         For       For          Management
1.8   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: FEB 17, 2009   Meeting Type: Court
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation through Scheme  For       For          Management
      of Arrangement with Subsiadiary
2     Adjourn Meeting                         For       For          Management
3     Transact Other Business (Non-Voting)    None      None         Management


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  H27013103
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Bernhard Duroc-Danner as        For       For          Management
      Director
1.2   Reelect Nicholas Brady as Director      For       For          Management
1.3   Reelect David Butters as Director       For       For          Management
1.4   Reelect William Macaulay as Director    For       For          Management
1.5   Reelect Robert Millard as Director      For       For          Management
1.6   Reelect Robert Moses as Director        For       For          Management
1.7   Reelect Robert Rayne as Director        For       For          Management
2     Ratify Ernst & Young LLP as Independent For       For          Management
      Registered Public Accounting Firm and
      Ernst & Young AG as Statutory Auditors
3     Transact Other Business (Non-Voting)    None      None         Management


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lenox D. Baker, Jr.,     For       For          Management
      M.D.
2     Elect Director Susan B. Bayh            For       For          Management
3     Elect Director Larry C. Glasscock       For       For          Management
4     Elect Director Julie A. Hill            For       For          Management
5     Elect Director Ramiro G. Peru           For       For          Management
6     Ratify Auditors                         For       For          Management
7     Approve Omnibus Stock Plan              For       For          Management
8     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
9     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

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


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Phillip R. Kevil         For       For          Management
2.2   Elect Director Herbert D. Simons        For       For          Management
2.3   Elect Director Vaughn O. Vennerberg II  For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 4, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Betsy J. Bernard         For       For          Management
2     Elect Director Marc N. Casper           For       For          Management
3     Elect Director David C. Dvorak          For       For          Management
4     Elect Director Robert A. Hagemann       For       For          Management
5     Elect Director Arthur J. Higgins        For       For          Management
6     Elect Director Cecil B. Pickett         For       For          Management
7     Elect Director Augustus A. White, III   For       For          Management
8     Ratify Auditors                         For       For          Management
9     Approve Omnibus Stock Plan              For       For          Management
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Amend Deferred Compensation Plan        For       For          Management


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R. D. Cash               For       For          Management
2     Elect Director Patricia Frobes          For       For          Management
3     Elect Director J. David Heaney          For       For          Management
4     Elect Director Harris H. Simmons        For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
9     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

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