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 Core Opportunities 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, 2009 - June 30, 2010




Item 1.  Proxy Voting Record.

******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-09687
Reporting Period: 07/01/2009 - 06/30/2010
AllianceBernstein Core Opportunities Fund, Inc. (formerly, AllianceBernstein
Focused Growth & Income Fund, Inc.)









============== AllianceBernstein Core Opportunities Fund, Inc. =================

ACCENTURE PLC

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: AUG 5, 2009    Meeting Type: Special
Record Date:  JUN 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation from Bermuda to For       For          Management
      Ireland through Scheme of Arrangement
2     Adjourn Meeting                         For       For          Management
1     Approve Reincorporation from Bermuda to For       For          Management
      Ireland through Scheme of Arrangement
2     Adjourn Meeting                         For       For          Management
1     Approve the Creation of Distributable   For       For          Management
      Reserves for Accenture plc
2     Adjourn Meeting                         For       For          Management


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ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: FEB 4, 2010    Meeting Type: Annual
Record Date:  DEC 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect William L. Kimsey as a Director For       For          Management
1.2   Reelect Robert I. Lipp as a Director    For       For          Management
1.3   Reelect Wulf von Schimmelmann as a      For       For          Management
      Director
2     Approve KPMG as Auditors and Authorize  For       For          Management
      Board to Fix Their  Remuneration
3     Approve 2010 Share Incentive Plan       For       Against      Management
4     Approve 2010 Employee Share Purchase    For       For          Management
      Plan
5     Change Location of Annual Meeting       For       For          Management
6     Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
7     Authorize Board to Determine Price      For       For          Management
      Range for the Issuance of Acquired
      Treasury Stock


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AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 21, 2010   Meeting Type: Annual
Record Date:  NOV 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Bruce K. Anderson as a Director   For       For          Management
1.2   Elect Adrian Gardner as a Director      For       For          Management
1.3   Elect Charles E. Foster as a Director   For       For          Management
1.4   Elect James S. Kahan as a Director      For       For          Management
1.5   Elect Zohar Zisapel as a Director       For       For          Management
1.6   Elect Dov Baharav as a Director         For       For          Management
1.7   Elect Julian A. Brodsky as a Director   For       For          Management
1.8   Elect Eli Gelman as a Director          For       For          Management
1.9   Elect Nehemia Lemelbaum as a Director   For       For          Management
1.10  Elect John T. McLennan as a Director    For       For          Management
1.11  Elect Robert A. Minicucci as a Director For       For          Management
1.12  Elect Simon Olswang as a Director       For       For          Management
1.13  Elect Giora Yaron as a Director         For       For          Management
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 4, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard W. Gochnauer     For       For          Management
1.2   Elect Director Edward E. Hagenlocker    For       For          Management
1.3   Elect Director Henry W. McGee           For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Ratify Auditors                         For       For          Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dr. 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 Dr. Vance D. Coffman     For       For          Management
6     Elect Director Frederick W. Gluck       For       For          Management
7     Elect Director Dr. Rebecca M. Henderson For       For          Management
8     Elect Director Frank C. Herringer       For       For          Management
9     Elect Director Dr. Gilbert S. Omenn     For       For          Management
10    Elect Director Judith C. Pelham         For       For          Management
11    Elect Director Adm. J. Paul Reason, USN For       For          Management
      (Retired)
12    Elect Director Leonard D. Schaeffer     For       For          Management
13    Elect Director Kevin W. Sharer          For       For          Management
14    Ratify Auditors                         For       For          Management
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Stock Retention/Holding Period          Against   Against      Shareholder


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 5, 2009    Meeting Type: Annual
Record Date:  SEP 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George W. Buckley        For       For          Management
1.2   Elect Director Mollie Hale Carter       For       For          Management
1.3   Elect Director Donald E. Felsinger      For       For          Management
1.4   Elect Director Victoria F. Haynes       For       For          Management
1.5   Elect Director Antonio Maciel Neto      For       For          Management
1.6   Elect Director Patrick J. Moore         For       For          Management
1.7   Elect Director Thomas F. O'Neill        For       For          Management
1.8   Elect Director Kelvin R. Westbrook      For       For          Management
1.9   Elect Director Patricia A. Woertz       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Adopt ILO Based Code of Conduct         Against   Against      Shareholder


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ARROW ELECTRONICS, INC.

Ticker:       ARW            Security ID:  042735100
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel W. Duval          For       For          Management
1.2   Elect Director Gail E. Hamilton         For       For          Management
1.3   Elect Director John N. Hanson           For       For          Management
1.4   Elect Director Richard S. Hill          For       For          Management
1.5   Elect Director M.F. (Fran) Keeth        For       For          Management
1.6   Elect Director Roger King               For       For          Management
1.7   Elect Director Michael J. Long          For       For          Management
1.8   Elect Director Stephen C. Patrick       For       For          Management
1.9   Elect Director Barry W. Perry           For       For          Management
1.10  Elect Director John C. Waddell          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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AXIS CAPITAL HOLDINGS LTD

Ticker:       AXS            Security ID:  G0692U109
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Geoffrey Bell as Director         For       For          Management
1.2   Elect Christopher V. Greetham  as       For       For          Management
      Director
1.3   Elect Maurice A. Keane as Director      For       For          Management
1.4   Elect Henry B. Smith as Director        For       For          Management
2     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
3     Transact Other Business (Non-Voting)    None      None         Management


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  APR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Abdlatif Yousef Al-Hamad For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Dennis D. Dammerman      For       For          Management
1.4   Elect Director Robert E. Diamond, Jr.   For       For          Management
1.5   Elect Director David H. Komansky        For       For          Management
1.6   Elect Director James E. Rohr            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Receive The Directors Annual Report  For       For          Management
      And Accounts
2     To Approve The Directors Remuneration   For       For          Management
      Report
3     To Elect P Anderson As A Director       For       For          Management
4     To Re-elect A Burgmans As A Director    For       For          Management
5     To Re-elect C B Carroll As A Director   For       For          Management
6     To Re-elect William Castell As A        For       For          Management
      Director
7     To Re-elect I C Conn As A Director      For       For          Management
8     To Re-elect G David As A Director       For       For          Management
9     To Elect I E L Davis As A Director      For       For          Management
10    To Re-elect R Dudley As A Director      For       For          Management
11    To Re-elect D J Flint As A Director     For       For          Management
12    To Re-elect B E Grote As A Director     For       For          Management
13    To Re-elect A B Hayward As A Director   For       For          Management
14    To Re-elect A G Inglis As A Director    For       For          Management
15    To Re-elect D S Julius As A Director    For       For          Management
16    To Elect C-H  Svanberg As A Director    For       For          Management
17    To Reappoint Ernst & Young Llp As       For       For          Management
      Auditors And Authorize The board To Fix
      Their Remuneration
18    To Adopt New Articles Of Association    For       For          Management
19    To Give Limited Authority For The       For       For          Management
      Purchaseof Its Own Shares By The
      Company
20    To Give Limited Authority To Allot      For       For          Management
      Shares Up To A Specified amount
21    To Give Authority To Allot A Limited    For       For          Management
      Number of Shares For Cash Free Of
      Pre-emption Rights
22    To Authorize The Calling Of General     For       For          Management
      Meetings(excluding Annual General
      Meetings) By Notice Of At Least 14
      clear Days
23    To Approve The Renewal Of The Executive For       For          Management
      Directors Incentive Plan
24    To Approve The Scrip Dividend Programme For       For          Management
25    Special Resolution: To Instruct A       Against   Against      Shareholder
      Committee Of The Board To Review The
      Assumptions Behind The Sunrise Project


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.H. Armacost            For       For          Management
2     Elect Director L.F. Deily               For       For          Management
3     Elect Director R.E. Denham              For       For          Management
4     Elect Director R.J. Eaton               For       For          Management
5     Elect Director C. Hagel                 For       For          Management
6     Elect Director E. Hernandez             For       For          Management
7     Elect Director F.G. Jenifer             For       For          Management
8     Elect Director G.L. Kirkland            For       For          Management
9     Elect Director S. Nunn                  For       For          Management
10    Elect Director D.B. Rice                For       For          Management
11    Elect Director K.W. Sharer              For       For          Management
12    Elect Director C.R. Shoemate            For       For          Management
13    Elect Director J.G. Stumpf              For       For          Management
14    Elect Director R.D. Sugar               For       For          Management
15    Elect Director C. Ware                  For       For          Management
16    Elect Director J.S. Watson              For       For          Management
17    Ratify Auditors                         For       For          Management
18    Provide Right to Call Special Meeting   For       For          Management
19    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period          Against   Against      Shareholder
21    Disclose Payments To Host Governments   Against   Against      Shareholder
22    Adopt Guidelines for Country Selection  Against   Against      Shareholder
23    Report on Financial Risks From Climate  Against   Against      Shareholder
      Change
24    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Judith Rodin             For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


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CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 25, 2009   Meeting Type: Annual
Record Date:  JUL 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mogens C. Bay            For       For          Management
1.2   Elect Director Stephen G. Butler        For       For          Management
1.3   Elect Director Steven F. Goldstone      For       For          Management
1.4   Elect Director Joie A. Gregor           For       For          Management
1.5   Elect Director Rajive Johri             For       For          Management
1.6   Elect Director W.g. Jurgensen           For       For          Management
1.7   Elect Director Richard H. Lenny         For       For          Management
1.8   Elect Director Ruth Ann Marshall        For       For          Management
1.9   Elect Director Gary M. Rodkin           For       For          Management
1.10  Elect Director Andrew J. Schindler      For       For          Management
1.11  Elect Director Kenneth E. Stinson       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       For          Management
1.2   Elect Director John S. Hendricks        For       For          Management
1.3   Elect Director M. LaVoy Robison         For       For          Management
2     Ratify Auditors                         For       For          Management


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DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 17, 2010   Meeting Type: Annual
Record Date:  APR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Ray Compton           For       For          Management
1.2   Elect Director Conrad M. Hall           For       For          Management
1.3   Elect Director Lemuel E. Lewis          For       For          Management
1.4   Elect Director Bob Sasser               For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Increase Authorized Common Stock        For       For          Management


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DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David H. Benson          For       For          Management
2     Elect Director Robert W. Cremin         For       For          Management
3     Elect Director Jean-Pierre M. Ergas     For       For          Management
4     Elect Director Peter T. Francis         For       For          Management
5     Elect Director Kristiane C. Graham      For       For          Management
6     Elect Directors James L. Koley          For       For          Management
7     Elect Director Robert A. Livingston     For       For          Management
8     Elect Director Richard K. Lochridge     For       For          Management
9     Elect Director Bernard G. Rethore       For       For          Management
10    Elect Director Michael B. Stubbs        For       For          Management
11    Elect Director Mary A. Winston          For       For          Management
12    Ratify Auditors                         For       For          Management


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     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 James S. DiStasio        For       For          Management
6     Elect Director John R. Egan             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 Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
14    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.C. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
7     Adopt Policy on Human Right to Water    Against   Against      Shareholder
8     Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
9     Report on Environmental Impact of Oil   Against   Against      Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals from       Against   Against      Shareholder
      Products and Operations
13    Report on Risks of Alternative          Against   Against      Shareholder
      Long-term Fossil Fuel Demand Estimates


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F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 11, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Deborah L. Bevier        For       For          Management
2     Elect Director Alan J. Higginson        For       For          Management
3     Elect Director John McAdam              For       For          Management
4     Ratify Auditors                         For       For          Management


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FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 10, 2009   Meeting Type: Annual
Record Date:  JUN 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard Solomon           For       For          Management
1.2   Elect Director Lawrence S. Olanoff      For       For          Management
1.3   Elect Director Nesli Basgoz             For       For          Management
1.4   Elect Director William J. Candee        For       For          Management
1.5   Elect Director George S. Cohan          For       For          Management
1.6   Elect Director Dan L. Goldwasser        For       For          Management
1.7   Elect Director Kenneth E. Goodman       For       For          Management
1.8   Elect Director Lester B. Salans         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management


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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           For       For          Management
1.6   Elect Director Kevin E. Lofton          For       For          Management
1.7   Elect Director John W. Madigan          For       For          Management
1.8   Elect Director John C. Martin           For       For          Management
1.9   Elect Director Gordon E. Moore          For       For          Management
1.10  Elect Director Nicholas G. Moore        For       For          Management
1.11  Elect Director Richard J. Whitley       For       For          Management
1.12  Elect Director Gayle E. Wilson          For       For          Management
1.13  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lloyd C. Blankfein       For       For          Management
1.2   Elect Director John H. Bryan            For       For          Management
1.3   Elect Director Gary D. Cohn             For       For          Management
1.4   Elect Director Claes Dahlback           For       For          Management
1.5   Elect Director Stephen Friedman         For       For          Management
1.6   Elect Director William W. George        For       For          Management
1.7   Elect Director James A. Johnson         For       For          Management
1.8   Elect Director Lois D. Juliber          For       For          Management
1.9   Elect Director Lakshmi N. Mittal        For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director H. Lee Scott, Jr.        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Provide Right to Call Special Meeting   For       For          Management
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Political Contributions       Against   Against      Shareholder
10    Report on Global Warming Science        Against   Against      Shareholder
11    Report on Pay Disparity                 Against   Against      Shareholder
12    Stock Retention/Holding Period          Against   Against      Shareholder


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GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Diane C. Creel           For       For          Management
1.3   Elect Director George A. Davidson, Jr.  For       For          Management
1.4   Elect Director Harris E. Deloach, Jr.   For       For          Management
1.5   Elect Director James W. Griffith        For       For          Management
1.6   Elect Director William R. Holland       For       For          Management
1.7   Elect Director John P. Jumper           For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Lloyd W. Newton          For       For          Management
1.10  Elect Director Douglas E. Olesen        For       For          Management
1.11  Elect Director Alfred M. Rankin, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve/Amend Executive Incentive Bonus For       For          Management
      Plan


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Larry Page               For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Ann Mather               For       For          Management
1.7   Elect Director Paul S. Otellini         For       For          Management
1.8   Elect Director K. Ram Shriram           For       For          Management
1.9   Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Prepare Sustainability Report           Against   Against      Shareholder
5     Adopt Principles for Online Advertising Against   Against      Shareholder
6     Amend Human Rights Policies Regarding   Against   Against      Shareholder
      Chinese Operations


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

HELMERICH & PAYNE, INC.

Ticker:       HP             Security ID:  423452101
Meeting Date: MAR 3, 2010    Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hans Helmerich           For       For          Management
1.2   Elect Director Paula Marshall           For       For          Management
1.3   Elect Director Randy A. Foutch          For       For          Management
2     Ratify Auditors                         For       For          Management


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

HEWITT ASSOCIATES, INC.

Ticker:       HEW            Security ID:  42822Q100
Meeting Date: JAN 27, 2010   Meeting Type: Annual
Record Date:  DEC 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judson C. Green          For       For          Management
1.2   Elect Director Michael E. Greenlees     For       For          Management
1.3   Elect Director Steven P. Stanbrook      For       For          Management
1.4   Elect Director Stacey J. Mobley         For       For          Management
2     Ratify Auditors                         For       For          Management


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

HUBBELL INCORPORATED

Ticker:       HUB.B          Security ID:  443510201
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy H. Powers        For       For          Management
1.2   Elect Director G. Jackson Ratcliffe     For       For          Management
1.3   Elect Director George W. Edwards, Jr.   For       For          Management
1.4   Elect Director Lynn J. Good             For       For          Management
1.5   Elect Director Anthony J. Guzzi         For       For          Management
1.6   Elect Director Joel S. Hoffman          For       For          Management
1.7   Elect Director Andrew McNally, IV       For       For          Management
1.8   Elect Director Carlos A. Rodriguez      For       For          Management
1.9   Elect Director Richard J. Swift         For       For          Management
1.10  Elect Director Daniel S. Van Riper      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

ITT CORPORATION

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven R. Loranger       For       For          Management
1.2   Elect Director Curtis J. Crawford       For       For          Management
1.3   Elect Director Christina A. Gold        For       For          Management
1.4   Elect Director Ralph F. Hake            For       For          Management
1.5   Elect Director John J. Hamre            For       For          Management
1.6   Elect Director Paul J. Kern             For       For          Management
1.7   Elect Director Frank T. MacInnis        For       For          Management
1.8   Elect Director Surya N. Mohapatra       For       For          Management
1.9   Elect Director Linda S. Sanford         For       For          Management
1.10  Elect Director Markos I. Tambakeras     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Foreign Military Sales        Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 8, 2010

#     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


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     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     Affirm Political Non-Partisanship       Against   Against      Shareholder
5     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
6     Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
7     Provide Right to Act by Written Consent Against   For          Shareholder
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Pay Disparity                 Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   Against      Shareholder


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Reduce Supermajority Vote Requirement   Against   For          Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virgis W. Colbert        For       For          Management
1.2   Elect Director Richard W. Roedel        For       For          Management
1.3   Elect Director David H. Taylor          For       For          Management
2     Ratify Auditors                         For       For          Management


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard W. Barker, Jr.    For       For          Management
2     Elect Director John L. Cassis           For       For          Management
3     Elect Director Michael Goldstein        For       For          Management
4     Elect Director Charles M. Lillis        For       For          Management
5     Elect Director Myrtle S. Potter         For       For          Management
6     Elect Director William L. Roper         For       For          Management
7     Elect Director David B. Snow, Jr.       For       For          Management
8     Elect Director David D. Stevens         For       For          Management
9     Elect Director Blenda J. Wilson         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Provide Right to Call Special Meeting   For       For          Management


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 1, 2010    Meeting Type: Annual
Record Date:  APR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John V. Lombardi as Director      For       Withhold     Management
1.2   Elect James L. Payne as Director        For       Withhold     Management
2     Appoint Pricewaterhouse Coopers LLP and For       For          Management
      Authorize Audit Committee of the Board
      to Fix Their Remuneration
3     Adopt Pay for Superior Performance      Against   Against      Shareholder
      Standard in the Company's Executive
      Compensation Plan for Senior Executives
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Declassify the Board of Directors       Against   For          Shareholder


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: OCT 14, 2009   Meeting Type: Annual
Record Date:  AUG 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel J. Warmenhoven    For       For          Management
1.2   Elect Director Donald T. Valentine      For       For          Management
1.3   Elect Director Jeffry R. Allen          For       For          Management
1.4   Elect Director Alan L. Earhart          For       For          Management
1.5   Elect Director Thomas Georgens          For       For          Management
1.6   Elect Director Mark Leslie              For       For          Management
1.7   Elect Director Nicholas G. Moore        For       For          Management
1.8   Elect Director George T. Shaheen        For       For          Management
1.9   Elect Director Robert T. Wall           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Ratify Auditors                         For       For          Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: OCT 29, 2009   Meeting Type: Special
Record Date:  SEP 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Gordon T. Hall                 For       For          Management
1.2   Director Jon A. Marshall                For       For          Management
2     Approval Of The Amendment And           For       For          Management
      Restatement Of The Noble Corporation
      1991 Stock Option And Restricted Stock
      Plan effective As Of October 29, 2009


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Michael Cawley as Director      For       For          Management
1b    Reelect Gordon Hall as Director         For       For          Management
1c    Reelect Jack Little as Director         For       For          Management
2     Approve Creation of CHF 663.0 Million   For       Against      Management
      Pool of Capital without Preemptive
      Rights
3     Approve CHF 143.7 Million Reduction in  For       For          Management
      Share Capital and Capital Repayment of
      CHF 0.52 per Share
4     Approve CHF 154.7 Million Reduction in  For       For          Management
      Share Capital and Capital Repayment of
      CHF 0.56 per Share
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm and
      PricewaterhouseCoopers AG as Statutory
      Auditor
6     Accept Financial Statements and         For       For          Management
      Statutory Reports
7     Approve Discharge of Board and Senior   For       For          Management
      Management


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect Director Louis C. Camilleri       For       For          Management
4     Elect Director J. Dudley Fishburn       For       For          Management
5     Elect Director Jennifer Li              For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Lucio A. Noto            For       For          Management
9     Elect Director Carlos Slim Helu         For       For          Management
10    Elect Director Stephen M. Wolf          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Report on Effect of Marketing Practices Against   Against      Shareholder
      on the Poor
13    Establish Supplier Human Rights         Against   Against      Shareholder
      Purchasing Protocols


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward A. Mueller        For       For          Management
2     Elect Director Charles L. Biggs         For       For          Management
3     Elect Director K. Dane Brooksher        For       For          Management
4     Elect Director Peter S. Hellman         For       For          Management
5     Elect Director R. David Hoover          For       For          Management
6     Elect Director Patrick J. Martin        For       For          Management
7     Elect Director Caroline Matthews        For       For          Management
8     Elect Director Wayne W. Murdy           For       For          Management
9     Elect Director Jan L. Murley            For       For          Management
10    Elect Director Michael J. Roberts       For       For          Management
11    Elect Director James A. Unruh           For       For          Management
12    Elect Director Anthony Welters          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
15    Performance-Based Equity Awards         Against   Against      Shareholder
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 2, 2010

#     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 Stephen J. Hadley        For       For          Management
4     Elect Director Frederic M. Poses        For       For          Management
5     Elect Director Michael C. Ruettgers     For       For          Management
6     Elect Director Ronald L. Skates         For       For          Management
7     Elect Director William R. Spivey        For       For          Management
8     Elect Director Linda G. Stuntz          For       For          Management
9     Elect Director William H. Swanson       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Provide Right to Call Special Meeting   For       For          Management
12    Approve Omnibus Stock Plan              For       For          Management
13    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
14    Submit SERP to Shareholder Vote         Against   Against      Shareholder
15    Provide Right to Act by Written Consent Against   For          Shareholder


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

ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Bush          For       For          Management
1.2   Elect Director Norman A. Ferber         For       For          Management
1.3   Elect Director Gregory L. Quesnel       For       For          Management
2     Ratify Auditors                         For       For          Management


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

SAIC, INC.

Ticker:       SAI            Security ID:  78390X101
Meeting Date: JUN 18, 2010   Meeting Type: Annual
Record Date:  APR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director France A. Cordova        For       For          Management
1.2   Elect Director Jere A. Drummond         For       For          Management
1.3   Elect Director Thomas F. First, III     For       For          Management
1.4   Elect Director John J. Hamre            For       For          Management
1.5   Elect Director Walter P. Havenstein     For       For          Management
1.6   Elect Director Miriam E. John           For       For          Management
1.7   Elect Director Anita K. Jones           For       For          Management
1.8   Elect Director John P. Jumper           For       For          Management
1.9   Elect Director Harry M.J. Kraemer, Jr.  For       For          Management
1.10  Elect Director Edward J. Sanderson, Jr. For       For          Management
1.11  Elect Director Louis A. Simpson         For       For          Management
1.12  Elect Director A. Thomas Young          For       For          Management
2     Ratify Auditors                         For       For          Management


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: AUG 7, 2009    Meeting Type: Special
Record Date:  JUN 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

SEI INVESTMENT COMPANY

Ticker:       SEIC           Security ID:  784117103
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alfred P. West           For       For          Management
1.2   Elect Director William M. Doran         For       For          Management
2     Ratify Auditors                         For       For          Management


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

SYBASE, INC.

Ticker:       SY             Security ID:  871130100
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John S. Chen             For       For          Management
1.2   Elect Director Richard C. Alberding     For       For          Management
1.3   Elect Director Cecilia Claudio          For       For          Management
1.4   Elect Director Michael A. Daniels       For       For          Management
1.5   Elect Director L. William Krause        For       For          Management
1.6   Elect Director Alan B. Salisbury        For       For          Management
1.7   Elect Director Jack E. Sum              For       For          Management
1.8   Elect Director Robert P. Wayman         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management


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

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 23, 2009   Meeting Type: Annual
Record Date:  JUL 27, 2009

#     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 Enrique Salem            For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

TERADATA CORPORATION

Ticker:       TDC            Security ID:  88076W103
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward P. Boykin         For       For          Management
2     Elect Director Cary T. Fu               For       For          Management
3     Elect Director Victor L. Lund           For       For          Management
4     Ratify Auditors                         For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R.W. Babb, Jr.           For       For          Management
2     Elect Director D.L. Boren               For       For          Management
3     Elect Director D.A. Carp                For       For          Management
4     Elect Director C.S. Cox                 For       For          Management
5     Elect Director D.R. Goode               For       For          Management
6     Elect Director S.P. MacMillan           For       For          Management
7     Elect Director P.H. Patsley             For       For          Management
8     Elect Director W.R. Sanders             For       For          Management
9     Elect Director R.J. Simmons             For       For          Management
10    Elect Director R.K. Templeton           For       For          Management
11    Elect Director C.T. Whitman             For       For          Management
12    Ratify Auditors                         For       For          Management


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc N. Casper           For       For          Management
2     Elect Director Tyler Jacks              For       For          Management
3     Ratify Auditors                         For       For          Management


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

THOMAS & BETTS CORPORATION

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeananne K. Hauswald     For       For          Management
1.2   Elect Director Dean Jernigan            For       For          Management
1.3   Elect Director Ronald B. Kalich Sr.     For       For          Management
1.4   Elect Director Kenneth R. Masterson     For       For          Management
1.5   Elect Director Dominic J. Pileggi       For       For          Management
1.6   Elect Director Jean-Paul  Richard       For       For          Management
1.7   Elect Director Rufus H. Rivers          For       For          Management
1.8   Elect Director Kevin L. Roberg          For       For          Management
1.9   Elect Director David D. Stevens         For       For          Management
1.10  Elect Director William H. Waltrip       For       For          Management
2     Ratify Auditors                         For       For          Management


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

TIDEWATER INC.

Ticker:       TDW            Security ID:  886423102
Meeting Date: JUL 9, 2009    Meeting Type: Annual
Record Date:  MAY 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M. Jay Allison           For       For          Management
1.2   Elect Director James C. Day             For       For          Management
1.3   Elect Director Richard T. Du Moulin     For       For          Management
1.4   Elect Director J. Wayne Leonard         For       For          Management
1.5   Elect Director Jon C. Madonna           For       For          Management
1.6   Elect Director Joseph H. Netherland     For       For          Management
1.7   Elect Director Richard A. Pattarozzi    For       For          Management
1.8   Elect Director Nicholas Sutton          For       For          Management
1.9   Elect Director Cindy B. Taylor          For       For          Management
1.10  Elect Director Dean E. Taylor           For       For          Management
1.11  Elect Director Jack E. Thompson         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Beller           For       For          Management
1.2   Elect Director John H. Dasburg          For       For          Management
1.3   Elect Director Janet M. Dolan           For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       For          Management
1.5   Elect Director Jay S. Fishman           For       For          Management
1.6   Elect Director Lawrence G. Graev        For       For          Management
1.7   Elect Director Patricia L. Higgins      For       For          Management
1.8   Elect Director Thomas R. Hodgson        For       For          Management
1.9   Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
1.10  Elect Director Blythe J. McGarvie       For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Laurie J. Thomsen        For       For          Management
2     Ratify Auditors                         For       For          Management


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

TYCO ELECTRONICS LTD.

Ticker:       TEL            Security ID:  H8912P106
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Pierre Brondeau as Director     For       For          Management
1.2   Reelect Ram Charan as Director          For       For          Management
1.3   Reelect Juergen Gromer as Director      For       For          Management
1.4   Reelect Robert Hernandez as Director    For       For          Management
1.5   Reelect Thomas Lynch as Director        For       For          Management
1.6   Reelect Daniel Phelan as Director       For       For          Management
1.7   Reelect Frederic Poses as Director      For       For          Management
1.8   Reelect Lawrence Smith as Director      For       For          Management
1.9   Reelect Paula Sneed as Director         For       For          Management
1.10  Reelect David Steiner as Director       For       For          Management
1.11  Reelect John Van Scoter as Director     For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2008/2009
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2008/2009
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2008/2009
3     Approve Share Capital Reduction and     For       For          Management
      Repayment of $0.64 per Share
4     Approve Discharge of Board and Senior   For       For          Management
      Management
5     Increase the Number of Shares Available For       For          Management
      for Awards under Tyco Electronics Ltd.
      2007 Stock and Incentive Plan
6.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2009/2010
6.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2009/2010
6.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2009/2010
7     Adjourn Meeting                         For       Against      Management
8     Transact Other Business (Voting)        For       Against      Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director F. Duane Ackerman        For       For          Management
1.2   Elect Director Michael J. Burns         For       For          Management
1.3   Elect Director D. Scott Davis           For       For          Management
1.4   Elect Director Stuart E. Eizenstat      For       For          Management
1.5   Elect Director Michael L. Eskew         For       For          Management
1.6   Elect Director William R. Johnson       For       For          Management
1.7   Elect Director Ann M. Livermore         For       Withhold     Management
1.8   Elect Director Rudy Markham             For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director Carol B. Tome            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis R. Chenevert       For       For          Management
1.2   Elect Director John V. Faraci           For       For          Management
1.3   Elect Director Jean-Pierre Garnier,     For       For          Management
      Ph.D.
1.4   Elect Director Jamie S. Gorelick        For       For          Management
1.5   Elect Director Carlos M. Gutierrez      For       For          Management
1.6   Elect Director Edward A. Kangas         For       For          Management
1.7   Elect Director Charles R. Lee           For       For          Management
1.8   Elect Director Richard D. McCormick     For       For          Management
1.9   Elect Director Harold McGraw, III       For       For          Management
1.10  Elect Director Richard B. Myers         For       For          Management
1.11  Elect Director H. Patrick Swygert       For       For          Management
1.12  Elect Director Andre Villeneuve         For       For          Management
1.13  Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     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         For       For          Management
9     Elect Director Gail R. Wilensky         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Lobbying Expenses             Against   Against      Shareholder
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

URS CORPORATION

Ticker:       URS            Security ID:  903236107
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Armen Der Marderosian    For       For          Management
2     Elect Director Mickey P. Foret          For       For          Management
3     Elect Director William H. Frist         For       For          Management
4     Elect Director Lydia H. Kennard         For       For          Management
5     Elect Director Martin M. Koffel         For       For          Management
6     Elect Director Joseph W. Ralston        For       For          Management
7     Elect Director John D. Roach            For       For          Management
8     Elect Director Douglas W. Stotlar       For       For          Management
9     Elect Director William P. Sullivan      For       For          Management
10    Elect Director William D. Walsh         For       For          Management
11    Ratify Auditors                         For       For          Management


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

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua Boger             For       For          Management
1.2   Elect Director Charles A. Sanders       For       For          Management
1.3   Elect Director Elaine S. Ullian         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     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 Core Opportunities
                                           Fund, Inc.



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



                              Date:  August 30, 2010


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