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: 811-09687

              AllianceBernstein Focused Growth & Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005

                      Date of fiscal year end:  November 30

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




Item 1.  Proxy Voting Record.

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-09687
Reporting Period: 07/01/2008 - 06/30/2009
AllianceBernstein Focused Growth & Income Fund, Inc.









============= ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOME FUND, INC. =============


ACCENTURE LTD

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 12, 2009   Meeting Type: Annual
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     RE-APPOINTMENT TO THE BOARD OF          For       For          Management
      DIRECTORS: CHARLES H. GIANCARLO
2     RE-APPOINTMENT TO THE BOARD OF          For       For          Management
      DIRECTORS: DINA DUBLON
3     RE-APPOINTMENT TO THE BOARD OF          For       For          Management
      DIRECTORS: WILLIAM D. GREEN
4     RE-APPOINTMENT TO THE BOARD OF          For       Against      Management
      DIRECTORS: NOBUYUKI IDEI
5     RE-APPOINTMENT TO THE BOARD OF          For       For          Management
      DIRECTORS: MARJORIE MAGNER
6     RATIFY AUDITORS                         For       For          Management


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

ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: JUL 14, 2008   Meeting Type: Annual
Record Date:  MAY 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     ELECTION OF DIRECTOR: MICHAEL G. ATIEH  For       For          Management
      TO TERM EXPIRING IN 2009.
2     ELECTION OF DIRECTOR: MARY A. CIRILLO   For       For          Management
      TO TERM EXPIRING IN 2009.
3     ELECTION OF DIRECTOR: BRUCE L. CROCKETT For       For          Management
      TO TERM EXPIRING IN 2009.
4     ELECTION OF DIRECTOR: THOMAS J. NEFF TO For       For          Management
      TERM EXPIRING IN 2009.
5     ELECTION OF DIRECTOR: GARY M. STUART TO For       For          Management
      TERM EXPIRING IN 2009.
6     ELECTION OF DIRECTOR: ROBERT M.         For       For          Management
      HERNANDEZ TO TERM EXPIRING IN 2010.
7     ELECTION OF DIRECTOR: PETER MENIKOFF TO For       For          Management
      TERM EXPIRING IN 2010.
8     ELECTION OF DIRECTOR: ROBERT RIPP TO    For       For          Management
      TERM EXPIRING IN 2010.
9     ELECTION OF DIRECTOR: DERMOT F. SMURFIT For       For          Management
      TO TERM EXPIRING IN 2010.
10    ELECTION OF DIRECTOR: EVAN G. GREENBERG For       For          Management
      TO TERM EXPIRING IN
11    ELECTION OF DIRECTOR: JOHN A. KROL TO   For       For          Management
      TERM EXPIRING IN 2011.
12    ELECTION OF DIRECTOR: LEO F. MULLIN TO  For       For          Management
      TERM EXPIRING IN 2011.
13    ELECTION OF DIRECTOR: OLIVIER STEIMER   For       For          Management
      TO TERM EXPIRING IN 2011.
14    APPROVAL OF THE AMENDMENT (THE          For       For          Management
      DE-REGISTRATION AMENDMENT ) TO THE
      COMPANY S MEMORANDUM OF ASSOCIATION AND
      ARTICLES OF ASSOCIATION TO PERMIT THE
      DEREGISTRATION OF THE COMPANY FROM THE
      CAYMAN ISLANDS
15    APPROVAL OF THE AMENDMENT (THE          For       For          Management
      FINANCIAL STATEMENT AMENDMENT ) TO THE
      COMPANY S ARTICLES OF ASSOCIATION TO
      REQUIRE THE COMPANY TO PREPARE AND
      PROVIDE TO SHAREHOLDERS NOT LESS THAN
      ANNUALLY AN UNCONSOLIDATED BALANCE
      SHEET OF THE COMPANY
16    APPROVAL OF AMENDMENTS TO THE ARTICLES  For       For          Management
      OF ASSOCIATION WHICH WILL HAVE THE
      EFFECT OF INCREASING THE PAR VALUE OF
      THE ORDINARY SHARES FROM $0.041666667
      TO AN AMOUNT IN SWISS FRANCS EQUAL TO
      $11,000,000,000 DIVIDED BY THE NUMBER
      OF OUR ORDINARY SHARES
17    APPROVAL OF THE COMPANY S               For       For          Management
      DE-REGISTRATION FROM THE CAYMAN ISLANDS
      AND CONTINUATION IN SWITZERLAND (THE
      CONTINUATION )
18    APPROVAL OF THE NAME OF THE COMPANY     For       For          Management
19    APPROVAL OF THE CHANGE OF THE PURPOSE   For       For          Management
      OF THE COMPANY
20    APPROVAL OF THE REARRANGEMENT OF THE    For       For          Management
      COMPANY S EXISTING SHARE CAPITAL
21    APPROVAL OF THE COMPANY S ARTICLES OF   For       For          Management
      ASSOCIATION
22    CONFIRMATION OF SWISS LAW AS THE        For       For          Management
      AUTHORITATIVE LEGISLATION GOVERNING THE
      COMPANY
23    CONFIRMATION OF THE PRINCIPAL PLACE OF  For       For          Management
      BUSINESS OF THE COMPANY AS ZURICH,
      SWITZERLAND
24    RATIFY AUDITORS                         For       For          Management
25    APPROVAL OF THE COMPANY S 2004          For       For          Management
      LONG-TERM INCENTIVE PLAN AS AMENDED
      THROUGH THE FOURTH AMENDMENT
26    RATIFY AUDITORS                         For       For          Management
27    APPROVAL OF PAYMENT OF A DIVIDEND       For       For          Management
      THROUGH A REDUCTION OF THE PAR VALUE OF
      OUR SHARES IN AN AMOUNT EQUAL TO THE
      SWISS FRANC EQUIVALENT OF $0.87,
      CONVERTED INTO SWISS FRANCS


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

ACE LTD.

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

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


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

ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: SEP 24, 2008   Meeting Type: Annual
Record Date:  JUL 28, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe G. H. Capron    For       For          Management
1.2   Elect Director Robert J. Corti          For       For          Management
1.3   Elect Director Frederic R. Crepin       For       For          Management
1.4   Elect Director Bruce L. Hack            For       For          Management
1.5   Elect Director Brian G. Kelly           For       For          Management
1.6   Elect Director Robert A. Kotick         For       For          Management
1.7   Elect Director Jean-Bernard Levy        For       For          Management
1.8   Elect Director Robert J. Morgado        For       For          Management
1.9   Elect Director Douglas P. Morris        For       For          Management
1.10  Elect Director Rene P. Penisson         For       For          Management
1.11  Elect Director Richard Sarnoff          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Adopt Policy and Report on Board        Against   Against      Shareholder
      Diversity
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 1, 2009    Meeting Type: Annual
Record Date:  FEB 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert K. Burgess        For       For          Management
2     Elect Director Carol Mills              For       For          Management
3     Elect Director Daniel Rosensweig        For       For          Management
4     Elect Director Robert Sedgewick         For       For          Management
5     Elect Director John E. Warnock          For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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

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   Against      Shareholder
16    Adopt a Policy to Elect a Retired       Against   Against      Shareholder
      Management Employee


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

ALLIANCE DATA SYSTEMS CORP.

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 15, 2009   Meeting Type: Annual
Record Date:  APR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward J. Heffernan      For       For          Management
1.2   Elect Director Robert A. Minicucci      For       For          Management
1.3   Elect Director J. Michael Parks         For       For          Management
2     Ratify Auditors                         For       For          Management


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

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 ]


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Allison, Jr.   For       For          Management
1.2   Elect Director Peter J. Fluor           For       For          Management
1.3   Elect Director John W. Poduska, Sr.     For       Against      Management
1.4   Elect Director Paula Rosput Reynolds    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lester B. Knight         For       For          Management
2     Elect Director Gregory C. Case          For       For          Management
3     Elect Director Fulvio Conti             For       For          Management
4     Elect Director Edgar D. Jannotta        For       For          Management
5     Elect Director Jan Kalff                For       For          Management
6     Elect Director J. Michael Losh          For       For          Management
7     Elect Director R. Eden Martin           For       For          Management
8     Elect Director Andrew J. McKenna        For       For          Management
9     Elect Director Robert S. Morrison       For       For          Management
10    Elect Director Richard B. Myers         For       For          Management
11    Elect Director Richard C. Notebaert     For       For          Management
12    Elect Director John W. Rogers, Jr.      For       For          Management
13    Elect Director Gloria Santona           For       For          Management
14    Elect Director Carolyn Y. Woo           For       For          Management
15    Ratify Auditors                         For       For          Management


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

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


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

ARCH CAPITAL GROUP LTD

Ticker:       ACGL           Security ID:  G0450A105
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Constantine Iordanou as Director  For       For          Management
1.2   Elect James J. Meenaghan as Director    For       For          Management
1.3   Elect John M. Pasquesi as Director      For       For          Management
2.1   Elect William Beveridge as Designated   For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.2   Elect Dennis Brand as Designated        For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.3   Elect Knud Christensen as Designated    For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.4   Elect Graham B. Collis as Designated    For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.5   Elect William J. Cooney as Designated   For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.6   Elect Elizabeth Fullerton-Rome as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.7   Elect Rutger H.W. Funnekotter as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.8   Elect Marc Grandisson as Designated     For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.9   Elect Michael A. Greene as Designated   For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.10  Elect John C.R. Hele as Designated      For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.11  Elect David Hipkin as Designated        For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.12  Elect W. Preston Hutchings as           For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.13  Elect Constantine Iordanou as           For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.14  Elect Wolbert H. Kamphuijs as           For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.15  Elect Michael H. Kier as Designated     For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.16  Elect Mark D. Lyons as Designated       For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.17  Elect Michael Murphy as Designated      For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.18  Elect Martin J. Nilsen as Designated    For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.19  Elect Nicolas Papadopoulo as Designated For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.20  Elect Michael Quinn as Designated       For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.21  Elect Maamoun Rajeh as Designated       For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.22  Elect Paul S. Robotham as Designated    For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.23  Elect Soren Scheuer as Designated       For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.24  Elect Budhi Singh as Designated Company For       For          Management
      Director of Non-U.S. Subsidiaries
2.25  Elect Helmut Sohler as Designated       For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.26  Elect Robert T. Van Gieson as           For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.27  Elect Angus Watson as Designated        For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.28  Elect James Weatherstone as Designated  For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

AXIS CAPITAL HOLDINGS LTD

Ticker:       AXS            Security ID:  G0692U109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   DIRECTOR MICHAEL A. BUTT                For       For          Management
1.2   DIRECTOR JOHN R. CHARMAN                For       For          Management
1.3   DIRECTOR CHARLES A. DAVIS               For       For          Management
1.4   DIRECTOR SIR ANDREW LARGE               For       For          Management
2     TO APPROVE AN AMENDMENT TO THE AXIS     For       For          Management
      CAPITAL HOLDINGS LIMITED 2007 LONG-TERM
      EQUITY COMPENSATION PLAN WHICH
      INCREASES THE  GGREGATE NUMBER OF
      SHARES OF COMMON STOCK AUTHORIZED FOR
      ISSUANCE UNDER THE PLAN BY 4,000,000
      ORDINARY SHARES.
3     TO AMEND THE BYE-LAWS OF AXIS CAPITAL   For       For          Management
      HOLDINGS LIMITED AS DESCRIBED IN THE
      PROXY STATEMENT.
4     TO APPOINT DELOITTE & TOUCHE TO ACT AS  For       For          Management
      THE INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM OF AXIS CAPITAL
      HOLDINGS LIMITED FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2009 AND TO
      AUTHORIZE THE BOARD OF DIRECTORS,
      ACTING THROUGH THE AUDIT COMMITTEE.


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

BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry D. Brady           For       For          Management
1.2   Elect Director Clarence P. Cazalot, Jr. For       For          Management
1.3   Elect Director Chad C. Deaton           For       For          Management
1.4   Elect Director Edward P. Djerejian      For       For          Management
1.5   Elect Director Anthony G. Fernandes     For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Pierre H. Jungels        For       For          Management
1.8   Elect Director James A. Lash            For       For          Management
1.9   Elect Director J. Larry Nichols         For       For          Management
1.10  Elect Director H. John Riley, Jr.       For       For          Management
1.11  Elect Director Charles L. Watson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 3, 2009    Meeting Type: Proxy Contest
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1.1   Elect Director Lawrence C. Best         For       None         Management
1.2   Elect Director Alan B. Glassberg        For       None         Management
1.3   Elect Director Robert W. Pangia         For       None         Management
1.4   Elect Director William D. Young         For       None         Management
2     Ratify Auditors                         For       None         Management
3     Adopt Majority Voting for Uncontested   For       None         Management
      Election of Directors
4     Fix Size of Board at 13 and Remove the  Against   None         Shareholder
      Board's Ability to Change the Size of
      the Board
5     Reincorporate in Another State [North   Against   None         Shareholder
      Dakota]

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1.1   Elect Director Alexander J. Denner      For       Withhold     Shareholder
1.2   Elect Director Richard C. Mulligan      For       For          Shareholder
1.3   Elect Director Thomas F. Deuel          For       Withhold     Shareholder
1.4   Elect Director David Sidransky          For       For          Shareholder
2     Fix Size of Board at 13 and Remove the  For       For          Shareholder
      Board's Ability to Change the Size of
      the Board
3     Reincorporate in Another State [North   For       Against      Shareholder
      Dakota]
4     Ratify Auditors                         For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

BRINKS COMPANY, THE

Ticker:       BCO            Security ID:  109696104
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger G. Ackerman        For       For          Management
1.2   Elect Director Betty C. Alewine         For       For          Management
1.3   Elect Director Michael J. Herling       For       For          Management
1.4   Elect Director Thomas C. Schievelbein   For       For          Management
1.5   Elect Director Robert J. Strang         For       For          Management
2     Ratify Auditors                         For       For          Management


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

CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Baker Cunningham      For       Withhold     Management
1.2   Elect Director Sheldon R. Erikson       For       Withhold     Management
1.3   Elect Director Douglas L. Foshee        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

CAREER EDUCATION CORP.

Ticker:       CECO           Security ID:  141665109
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis H. Chookaszian    For       For          Management
1.2   Elect Director David W. Devonshire      For       For          Management
1.3   Elect Director Patrick W. Gross         For       For          Management
1.4   Elect Director Gregory L. Jackson       For       For          Management
1.5   Elect Director Thomas B. Lally          For       For          Management
1.6   Elect Director Steven H. Lesnik         For       For          Management
1.7   Elect Director Gary E. McCullough       For       For          Management
1.8   Elect Director Edward A. Snyder         For       For          Management
1.9   Elect Director Leslie T. Thornton       For       For          Management
2     Ratify Auditors                         For       For          Management


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

CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: APR 21, 2009   Meeting Type: Proxy Contest
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1.1   Elect  Director Stephen A. Furbacher    For       For          Management
1.2   Elect  Director David R. Harvey         For       For          Management
1.3   Elect  Director John D. Johnson         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Green Card)
1.1   Elect Director Stephen A. Furbacher     Withhold  None         Shareholder
1.2   Elect Director David R. Harvey          Withhold  None         Shareholder
1.3   Elect Director John D. Johnson          Withhold  None         Shareholder
2     Ratify Auditors                         For       None         Management
3     Approve Omnibus Stock Plan              For       None         Management


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Armitage      For       For          Management
1.2   Elect Director Richard H. Auchinleck    For       For          Management
1.3   Elect Director James E. Copeland, Jr.   For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       For          Management
1.5   Elect Director Ruth R. Harkin           For       For          Management
1.6   Elect Director Harold W. McGraw III     For       For          Management
1.7   Elect Director James J. Mulva           For       For          Management
1.8   Elect Director Harald J. Norvik         For       For          Management
1.9   Elect Director William K. Reilly        For       For          Management
1.10  Elect Director Bobby S. Shackouls       For       For          Management
1.11  Elect Director Victoria J. Tschinkel    For       For          Management
1.12  Elect Director Kathryn C. Turner        For       For          Management
1.13  Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Adopt Principles for Health Care Reform Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Report on Environmental Impact of Oil   Against   Against      Shareholder
      Sands Operations in Canada
9     Require Director Nominee Qualifications Against   Against      Shareholder


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

DEAN FOODS COMPANY

Ticker:       DF             Security ID:  242370104
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Janet Hill               For       For          Management
1.2   Elect Director Hector M. Nevares        For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management


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

DIRECTV GROUP, INC, THE

Ticker:       DTV            Security ID:  25459L106
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Chase Carey              For       For          Management
1.2   Elect Director Mark Carleton            For       For          Management
1.3   Elect Director Peter Lund               For       For          Management
1.4   Elect Director Haim Saban               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Principles for Health Care Reform Against   Against      Shareholder
4     Declassify the Board of Directors       Against   For          Shareholder


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

DISH NETWORK CORP.

Ticker:       DISH           Security ID:  25470M109
Meeting Date: MAY 11, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James DeFranco           For       Withhold     Management
1.2   Elect Director Cantey Ergen             For       Withhold     Management
1.3   Elect Director Charles W. Ergen         For       Withhold     Management
1.4   Elect Director Steven R. Goodbarn       For       For          Management
1.5   Elect Director Gary S. Howard           For       For          Management
1.6   Elect Director David K. Moskowitz       For       Withhold     Management
1.7   Elect Director Tom A. Ortolf            For       For          Management
1.8   Elect Director Carl E. Vogel            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Approve Stock Option Exchange Program   For       Against      Management


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

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. H. Benson             For       For          Management
1.2   Elect Director R. W. Cremin             For       For          Management
1.3   Elect Director T. J. Derosa             For       For          Management
1.4   Elect Director J-P. M. Ergas            For       For          Management
1.5   Elect Director P. T. Francis            For       For          Management
1.6   Elect Directors K. C. Graham            For       For          Management
1.7   Elect Director J. L. Koley              For       For          Management
1.8   Elect Director R. A. Livingston         For       For          Management
1.9   Elect Director R. K. Lochridge          For       For          Management
1.10  Elect Director B. G. Rethore            For       For          Management
1.11  Elect Director M. B. Stubbs             For       For          Management
1.12  Elect Director M. A. Winston            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Report on Climate Change                Against   Against      Shareholder
5     Ratify Auditors                         For       For          Management


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 20, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin S. Feldstein      For       Withhold     Management
1.2   Elect Director J. Erik Fyrwald          For       Withhold     Management
1.3   Elect Director Ellen R. Marram          For       Withhold     Management
1.4   Elect Director Douglas R. Oberhelman    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Amend Vote Requirements to Amend        Against   For          Shareholder
      Articles/Bylaws/Charter
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Michael J. Cronin        For       For          Management
4     Elect Director Gail Deegan              For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director W. Paul Fitzgerald       For       For          Management
7     Elect Director Edmund F. Kelly          For       For          Management
8     Elect Director Windle B. Priem          For       For          Management
9     Elect Director Paul Sagan               For       For          Management
10    Elect Director David N. Strohm          For       For          Management
11    Elect Director Joseph M. Tucci          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
14    Permit Right to Call Special Meeting    For       For          Management
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

ENDO PHARMACEUTICALS HOLDINGS INC.

Ticker:       ENDP           Security ID:  29264F205
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John J. Delucca          For       For          Management
1.2   Elect Director David P. Holveck         For       For          Management
1.3   Elect Director Nancy J Hutson           For       For          Management
1.4   Elect Director Michael Hyatt            For       For          Management
1.5   Elect Director Roger H. Kimmel          For       For          Management
1.6   Elect Director C.A. Meanwell            For       Withhold     Management
1.7   Elect Director William P. Montague      For       For          Management
1.8   Elect Director Joseph C. Scodari        For       For          Management
1.9   Elect Director William F. Spengler      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

ENERSYS

Ticker:       ENS            Security ID:  29275Y102
Meeting Date: JUL 17, 2008   Meeting Type: Annual
Record Date:  JUN 2, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman           For       For          Management
1.2   Elect Director Raymond E. Mabus, Jr.    For       For          Management
1.3   Elect Director Dennis S. Marlo          For       For          Management
2     Ratify Auditors                         For       For          Management


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary G. Benanav          For       For          Management
1.2   Elect Director Frank J. Borelli         For       For          Management
1.3   Elect Director Maura C. Breen           For       For          Management
1.4   Elect Director Nicholas J. LaHowchic    For       For          Management
1.5   Elect Director Thomas P. Mac Mahon      For       For          Management
1.6   Elect Director Frank Mergenthaler       For       For          Management
1.7   Elect Director Woodrow A Myers, Jr, MD  For       For          Management
1.8   Elect Director John O. Parker, Jr.      For       For          Management
1.9   Elect Director George Paz               For       For          Management
1.10  Elect Director Samuel K. Skinner        For       For          Management
1.11  Elect Director Seymour Sternberg        For       For          Management
1.12  Elect Director Barrett A. Toan          For       For          Management
2     Ratify Auditors                         For       For          Management


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

F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 12, 2009   Meeting Type: Annual
Record Date:  JAN 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Karl D. Guelich          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


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

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter K. Barker          For       For          Management
1.2   Elect Director Alan L. Boeckmann        For       For          Management
1.3   Elect Director Vilma S. Martinez        For       For          Management
1.4   Elect Director Dean R. O'Hare           For       For          Management
2     Ratify Auditors                         For       For          Management


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

FMC CORP.

Ticker:       FMC            Security ID:  302491303
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patricia A. Buffler      For       For          Management
1.2   Elect Director G. Peter D'Aloia         For       For          Management
1.3   Elect Director C. Scott Greer           For       For          Management
1.4   Elect Director Paul J. Norris           For       For          Management
1.5   Elect Director Dirk A. Kempthorne       For       For          Management
2     Ratify Auditors                         For       For          Management


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

GARDNER DENVER, INC.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry L. Pennypacker     For       For          Management
1.2   Elect Director Richard L. Thompson      For       For          Management
2     Ratify Auditors                         For       For          Management


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Diane C. Creel           For       For          Management
1.2   Elect Director George A. Davidson, Jr.  For       For          Management
1.3   Elect Director Harris E. DeLoach, Jr.   For       For          Management
1.4   Elect Director James W. Griffith        For       For          Management
1.5   Elect Director William R. Holland       For       For          Management
1.6   Elect Director John P. Jumper           For       For          Management
1.7   Elect Director Marshall O. Larsen       For       For          Management
1.8   Elect Director Lloyd W. Newton          For       For          Management
1.9   Elect Director Douglas E. Olesen        For       For          Management
1.10  Elect Director Alfred M. Rankin, Jr.    For       For          Management
1.11  Elect Director A. Thomas Young          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon M. Bethune        For       Against      Management
1.2   Elect Director Jaime Chico Pardo        For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director D. Scott Davis           For       For          Management
1.5   Elect Director Linnet F. Deily          For       For          Management
1.6   Elect Director Clive R. Hollick         For       Against      Management
1.7   Elect Director George Paz               For       For          Management
1.8   Elect Director Bradley T. Sheares       For       Against      Management
1.9   Elect Director John R. Stafford         For       Against      Management
1.10  Elect Director Michael W. Wright        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Adopt Principles for Health Care Reform Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Adopt Anti Gross-up Policy              Against   Against      Shareholder
7     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder


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

INTEGRATED DEVICE TECHNOLOGY, INC.

Ticker:       IDTI           Security ID:  458118106
Meeting Date: SEP 12, 2008   Meeting Type: Annual
Record Date:  JUL 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Schofield           For       For          Management
1.2   Elect Director Lew Eggebrecht           For       For          Management
1.3   Elect Director Gordon Parnell           For       For          Management
1.4   Elect Director Ron Smith                For       For          Management
1.5   Elect Director Nam P. Suh               For       For          Management
1.6   Elect Director T.L. Tewksbury III       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: FEB 24, 2009   Meeting Type: Annual
Record Date:  DEC 26, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Millard        For       For          Management
1.2   Elect Director Arthur L. Simon          For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management


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

LOEWS CORP.

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A.E. Berman              For       For          Management
2     Elect Director J.L. Bower               For       For          Management
3     Elect Director C.M. Diker               For       For          Management
4     Elect Director P.J. Fribourg            For       For          Management
5     Elect Director W.L. Harris              For       For          Management
6     Elect Director P.A. Laskawy             For       For          Management
7     Elect Director K. Miller                For       For          Management
8     Elect Director G.R. Scott               For       For          Management
9     Elect Director A.H. Tisch               For       For          Management
10    Elect Director J.S. Tisch               For       For          Management
11    Elect Director J.M. Tisch               For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles to Simplify and Update   For       For          Management
      Charter
14    Provide for Cumulative Voting           Against   Against      Shareholder


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

LORILLARD, INC.

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

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


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

MCAFEE, INC.

Ticker:       MFE            Security ID:  579064106
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie G. Denend         For       For          Management
1.2   Elect Director David G. DeWalt          For       For          Management
1.3   Elect Director Charles J. Robel         For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Ratify Auditors                         For       For          Management


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: APR 21, 2009   Meeting Type: Special
Record Date:  MAR 10, 2009

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


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  G65422100
Meeting Date: MAR 17, 2009   Meeting Type: Special
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Country of Incorporation to      For       For          Management
      Switzerland Through a Scheme of
      Arrangement
2     Adjourn Meeting                         For       For          Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approval Of The Payment Of A Dividend   For       For          Management
      Through A Reduction Of Thepar Value Of
      The Shares In An Amount Equal To Swiss
      Francs 0.25
2.1   Director Julie H. Edwards               For       For          Management
2.2   Director Marc E. Leland                 For       For          Management
2.3   Director David W. Williams              For       For          Management
3     Approval Of The Appointment Of          For       For          Management
      Pricewaterhousecoopers Llp Asnoble
      Corporation S Independent Registered
      Public Accountingfirm For 2009
4     Amend Articles Re: (Non-Routine)        For       For          Management


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

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


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

NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 24, 2009   Meeting Type: Annual
Record Date:  JAN 23, 2009

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


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       Against      Management
1.2   Elect Director Ronald W. Burkle         For       Against      Management
1.3   Elect Director John S. Chalsty          For       Against      Management
1.4   Elect Director Edward P. Djerejian      For       Against      Management
1.5   Elect Director John E. Feick            For       Against      Management
1.6   Elect Director Ray R. Irani             For       Against      Management
1.7   Elect Director Irvin W. Maloney         For       Against      Management
1.8   Elect Director Avedick B. Poladian      For       Against      Management
1.9   Elect Director Rodolfo Segovia          For       Against      Management
1.10  Elect Director Aziz D. Syriani          For       Against      Management
1.11  Elect Director Rosemary Tomich          For       Against      Management
1.12  Elect Director Walter L. Weisman        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Host Country Social and       Against   Against      Shareholder
      Environmental Laws


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

OIL STATES INTERNATIONAL INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. James Nelson          For       For          Management
1.2   Elect Director Gary L. Rosenthal        For       For          Management
1.3   Elect Director William T. Van Kleef     For       For          Management
2     Ratify Auditors                         For       For          Management


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

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


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

QUEST DIAGNOSTICS INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jenne K. Britell         For       For          Management
1.2   Elect Director Gail R. Wilensky         For       For          Management
1.3   Elect Director John B. Ziegler          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward A. Mueller        For       For          Management
1.2   Elect Director Linda G. Alvarado        For       For          Management
1.3   Elect Director Charles L. Biggs         For       For          Management
1.4   Elect Director K. Dane Brooksher        For       For          Management
1.5   Elect Director Peter S. Hellman         For       For          Management
1.6   Elect Director R. David Hoover          For       For          Management
1.7   Elect Director Patrick J. Martin        For       For          Management
1.8   Elect Director Caroline Matthews        For       For          Management
1.9   Elect Director Wayne W. Murdy           For       For          Management
1.10  Elect Director Jan L. Murley            For       For          Management
1.11  Elect Director James A. Unruh           For       For          Management
1.12  Elect Director Anthony Welters          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Terms of Severance Payments to    For       For          Management
      Executives
4     Submit SERP to Shareholder Vote         Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
7     Reincorporate in Another State          Against   Against      Shareholder
      [Delaware to North Dakota]


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Vernon E. Clark          For       For          Management
2     Elect Director John M. Deutch           For       For          Management
3     Elect Director Frederic M. Poses        For       For          Management
4     Elect Director Michael C. Ruettgers     For       For          Management
5     Elect Director Ronald L. Skates         For       For          Management
6     Elect Director William R. Spivey        For       For          Management
7     Elect Director Linda G. Stuntz          For       For          Management
8     Elect Director William H. Swanson       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
11    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Submit SERP to Shareholder Vote         Against   Against      Shareholder


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

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   Against      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


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

SAIC INC

Ticker:       SAI            Security ID:  78390X101
Meeting Date: JUN 19, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director France A. Cordova        For       For          Management
1.2   Elect Director Kenneth C. Dahlberg      For       For          Management
1.3   Elect Director Jere A. Drummond         For       For          Management
1.4   Elect Director John J. Hamre            For       For          Management
1.5   Elect Director Miriam E. John           For       For          Management
1.6   Elect Director Anita K. Jones           For       For          Management
1.7   Elect Director John P. Jumper           For       For          Management
1.8   Elect Director Harry M.J. Kraemer, Jr.  For       For          Management
1.9   Elect Director Edward J. Sanderson, Jr. For       For          Management
1.10  Elect Director Louis A. Simpson         For       For          Management
1.11  Elect Director A. Thomas Young          For       For          Management
2     Approve Conversion of Securities        For       For          Management
3     Ratify Auditors                         For       For          Management


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Colligan       For       For          Management
1.2   Elect Director Fred Hassan              For       For          Management
1.3   Elect Director C. Robert Kidder         For       For          Management
1.4   Elect Director Eugene R. McGrath        For       For          Management
1.5   Elect Director Antonio M. Perez         For       For          Management
1.6   Elect Director Patricia F. Russo        For       For          Management
1.7   Elect Director Jack L. Stahl            For       For          Management
1.8   Elect Director Craig B. Thompson        For       For          Management
1.9   Elect Director Kathryn C. Turner        For       For          Management
1.10  Elect Director Robert F.W. van Oordt    For       For          Management
1.11  Elect Director Arthur F. Weinbach       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Brown         For       For          Management
1.2   Elect Director William T. Coleman       For       For          Management
1.3   Elect Director Frank E. Dangeard        For       For          Management
1.4   Elect Director Geraldine B. Laybourne   For       For          Management
1.5   Elect Director David L. Mahoney         For       For          Management
1.6   Elect Director Robert S. Miller         For       For          Management
1.7   Elect Director George Reyes             For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director ohn W. Thompson          For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.)

Ticker:       TEF            Security ID:  879382208
Meeting Date: JUN 22, 2009   Meeting Type: Annual
Record Date:  MAY 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Individual and Consolidated     For       For          Management
      Financial Statements, Allocation of
      Income, and Discharge Directors
2     Approve Dividend Charged to             For       For          Management
      Unrestricted Reserves
3     Approve Employee Stock Purchase Plan    For       For          Management
4     Authorize Share Repurchase Program      For       For          Management
5     Approve Reduction in Capital via the    For       For          Management
      Cancellation of Treasury Shares; Amend
      Articles Accordingly
6     Ratify Auditors for Fiscal Year 2009    For       For          Management
7     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 25, 2008   Meeting Type: Special
Record Date:  AUG 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Joseph (Yosi) Nitzani as External For       For          Management
      Director


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

TOTAL SA

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 15, 2009   Meeting Type: Annual/Special
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.28  per Share
4     Approve Special Auditors' Report        For       For          Management
      Presenting  Ongoing Related-Party
      Transactions
5     Approve Transaction with Thierry        For       For          Management
      Desmarest
6     Approve Transaction with Christophe de  For       For          Management
      Margerie
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Reelect Anne Lauvergeon as Director     For       For          Management
9     Reelect Daniel Bouton as Director       For       For          Management
10    Reelect Bertrand Collomb as Director    For       For          Management
11    Reelect Christophe de Margerie as       For       For          Management
      Director
12    Reelect Michel Pebereau as Director     For       For          Management
13    Electe Patrick Artus as Director        For       For          Management
14    Amend Article 12 of Bylaws Re: Age      For       For          Management
      Limit for Chairman
A     Amend Article 19 of Bylaws Re:          Against   Against      Shareholder
      Disclosure of Individual Stock Option
      Plans
B     Amend Article 11 of Bylaws Re:          Against   Against      Shareholder
      Nomination of Employee's  Shareholder
      Representative to the Board of
      Directors
C     Approve Restricted Stock Plan for       Against   Against      Shareholder
      Employee


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Douglas W. Leatherdale   For       For          Management
7     Elect Director Glenn M. Renwick         For       For          Management
8     Elect Director Kenneth I. Shine, M.D.   For       For          Management
9     Elect Director Gail R. Wilensky, Ph.D.  For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 12, 2009   Meeting Type: Annual
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy E. Guertin       For       For          Management
1.2   Elect Director David W. Martin, Jr      For       For          Management
1.3   Elect Director R. Naumann-Etienne       For       For          Management
1.4   Elect Director V. Thyagarajan           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

VERISIGN, INC.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. James Bidzos          For       For          Management
1.2   Elect Director William L. Chenevich     For       For          Management
1.3   Elect Director Kathleen A. Cote         For       For          Management
1.4   Elect Director Roger H. Moore           For       For          Management
1.5   Elect Director John D. Roach            For       For          Management
1.6   Elect Director Louis A. Simpson         For       For          Management
1.7   Elect Director Timothy Tomlinson        For       For          Management
2     Ratify Auditors                         For       For          Management


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

WABCO HOLDINGS INC

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Hardymon        For       For          Management
1.2   Elect Director Michael T. Smith         For       For          Management
1.3   Elect Director John F. Fiedler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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

WESCO INTERNATIONAL, INC.

Ticker:       WCC            Security ID:  95082P105
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John J. Engel            For       For          Management
1.2   Elect Director Steven A. Raymund        For       For          Management
1.3   Elect Director Lynn M. Utter            For       For          Management
1.4   Elect Director William J. Vareschi      For       For          Management
1.5   Elect Director Stephen A. Van Oss       For       For          Management
2     Ratify Auditors                         For       For          Management

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



                                   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:  AllianceBernstein Focused Growth &
                                           Income Fund, Inc.



                              By: Robert M. Keith*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 31, 2009


*By: /s/ Emilie D. Wrapp
     -------------------
         Emilie D. Wrapp
         Secretary