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: 811-07916

                   AllianceBernstein Utility 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, 2009 - June 30, 2010




Item 1.  Proxy Voting Record.

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

ICA File Number: 811-07916
Reporting Period: 07/01/2009 - 06/30/2010
AllianceBernstein Utility Income Fund, Inc.









================= AllianceBernstein Utility Income Fund, Inc. ==================


AES CORPORATION, THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel W. Bodman, III    For       For          Management
1.2   Elect Director Paul Hanrahan            For       For          Management
1.3   Elect Director Tarun Khanna             For       For          Management
1.4   Elect Director John A. Koskinen         For       For          Management
1.6   Elect Director Philip Lader             For       For          Management
1.7   Elect Director Sandra O. Moose          For       For          Management
1.8   Elect Director John B. Morse, Jr.       For       For          Management
1.9   Elect Director Philip A. Odeen          For       For          Management
1.10  Elect Director Charles O. Rossotti      For       For          Management
1.11  Elect Director Sven Sandstrom           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve/Amend Executive Incentive Bonus For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management


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AES TIETE SA

Ticker:       GETI3          Security ID:  P4991B119
Meeting Date: OCT 30, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Pedro de Freitas Almeida Bueno    For       Did Not Vote Management
      Vieira as an Alternate Director


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AES TIETE SA

Ticker:       AESYY          Security ID:  P4991B119
Meeting Date: APR 30, 2010   Meeting Type: Annual/Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends
3     Elect Director                          For       Did Not Vote Management
4     Elect Fiscal Council Members            For       Did Not Vote Management
5     Approve Remuneration of Executive       For       Did Not Vote Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members Paid in 2009
6     Approve Remuneration of Executive       For       Did Not Vote Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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AMERICA MOVIL S.A.B. DE C.V.

Ticker:       AMXL           Security ID:  02364W105
Meeting Date: APR 7, 2010    Meeting Type: Special
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors for Class L Shares      For       Abstain      Management
2     Designate Inspector or Shareholder      For       For          Management
      Representative(s) of Minutes of Meeting


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AMERICA MOVIL, S.A.B. DE C.V.

Ticker:       AMXL           Security ID:  02364W105
Meeting Date: MAR 17, 2010   Meeting Type: Special
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Board to Carry Out Operations For       Abstain      Management
      that Represent 20 Percent or More of
      the Assets of the Consolidated Group,
      in Compliance with Clause 17 of Company
      Bylaws  and Article 47 of the Mexican
      Stock Exchange Law
2     Authorize Board to Ratify and Execute   For       Abstain      Management
      Approved Resolutions


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AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. R. Brooks             For       For          Management
1.2   Elect Director Donald M. Carlton        For       For          Management
1.3   Elect Director James F. Cordes          For       For          Management
1.4   Elect Director Ralph D. Crosby, Jr.     For       For          Management
1.5   Elect Director Linda A. Goodspeed       For       For          Management
1.6   Elect Director Thomas E. Hoaglin        For       For          Management
1.7   Elect Director Lester A. Hudson, Jr.    For       For          Management
1.8   Elect Director Michael G. Morris        For       For          Management
1.9   Elect Director Lionel L. Nowell III     For       For          Management
1.10  Elect Director Richard L. Sandor        For       For          Management
1.11  Elect Director Kathryn D. Sullivan      For       For          Management
1.12  Elect Director Sara Martinez Tucker     For       For          Management
1.13  Elect Director John F. Turner           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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AMERICAN WATER WORKS COMPANY, INC.

Ticker:       AWK            Security ID:  030420103
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen P. Adik          For       For          Management
1.2   Elect Director Donald L. Correll        For       For          Management
1.3   Elect Director Martha Clark Goss        For       For          Management
1.4   Elect Director Julie A. Dobson          For       For          Management
1.5   Elect Director Richard R. Grigg         For       For          Management
1.6   Elect Director Julia L. Johnson         For       For          Management
1.7   Elect Director George MacKenzie         For       For          Management
1.8   Elect Director William J. Marrazzo      For       For          Management
2     Ratify Auditors                         For       For          Management


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ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 3, 2010    Meeting Type: Annual
Record Date:  DEC 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Best           For       For          Management
1.2   Elect Director Kim R. Cocklin           For       For          Management
1.3   Elect Director Robert C. Grable         For       For          Management
1.4   Elect Director Phillip E. Nichol        For       For          Management
1.5   Elect Director Charles K. Vaughan       For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Ratify Auditors                         For       For          Management


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CALPINE CORPORATION

Ticker:       CPN            Security ID:  131347304
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank Cassidy            For       For          Management
1.2   Elect Director Jack A. Fusco            For       For          Management
1.3   Elect Director Robert C. Hinckley       For       For          Management
1.4   Elect Director David C. Merritt         For       For          Management
1.5   Elect Director W. Benjamin Moreland     For       For          Management
1.6   Elect Director Robert A. Mosbacher, Jr. For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director William J. Patterson     For       For          Management
1.9   Elect Director J. Stuart Ryan           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
4     Amend Omnibus Stock Plan                For       For          Management


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CENTERPOINT ENERGY, INC.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald R. Campbell       For       For          Management
2     Elect Director Milton Carroll           For       For          Management
3     Elect Director Derrill Cody             For       For          Management
4     Elect Director Michael P. Johnson       For       For          Management
5     Elect Director David M. McClanahan      For       For          Management
6     Elect Director Robert T. O Connell      For       For          Management
7     Elect Director Susan O. Rheney          For       For          Management
8     Elect Director R.A. Walker              For       For          Management
9     Elect Director Peter S. Wareing         For       For          Management
10    Ratify Auditors                         For       For          Management


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CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Bruce Hanks           For       For          Management
1.2   Elect Director C. G. Melville, Jr.      For       For          Management
1.3   Elect Director William A. Owens         For       For          Management
1.4   Elect Director Glen F. Post, III        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Change Company Name                     For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Report on Internet Network Management   Against   Against      Shareholder
      Practices Regarding Privacy and Freedom
      of Expression
6     Limit Executive Compensation            Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Merribel S. Ayres        For       For          Management
1.2   Elect Director Jon E. Barfield          For       For          Management
1.3   Elect Director Stephen E. Ewing         For       For          Management
1.4   Elect Director Richard M. Gabrys        For       For          Management
1.5   Elect Director David W. Joos            For       For          Management
1.6   Elect Director Philip R. Lochner, Jr    For       For          Management
1.7   Elect Director Michael T. Monahan       For       For          Management
1.8   Elect Director John G. Russell          For       For          Management
1.9   Elect Director Kenneth L. Way           For       For          Management
1.10  Elect Director John B. Yasinsky         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
4     Report on Coal Combustion Waste Hazard  Against   Against      Shareholder
      and Risk Mitigation Efforts


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 17, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin Burke              For       For          Management
2     Elect Director Vincent A. Calarco       For       For          Management
3     Elect Director George Campbell, Jr.     For       For          Management
4     Elect Director Gordon J. Davis          For       For          Management
5     Elect Director Michael J. Del Giudice   For       For          Management
6     Elect Director Ellen V. Futter          For       For          Management
7     Elect Director John F. Hennessy, III    For       For          Management
8     Elect Director Sally Hernandez          For       For          Management
9     Elect Director John F. Killian          For       For          Management
10    Elect Director Eugene R. McGrath        For       For          Management
11    Elect Director Michael W. Ranger        For       For          Management
12    Elect Director L. Frederick Sutherland  For       For          Management
13    Ratify Auditors                         For       For          Management
14    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation


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COOPER INDUSTRIES PLC

Ticker:       CBE            Security ID:  G24140108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Stephen G. Butler as Director   For       For          Management
1b    Reelect Dan F. Smith  as Director       For       For          Management
1c    Reelect Gerald B. Smith as Director     For       For          Management
1d    Reelect Mark S. Thompson as Director    For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Ernst & Young as Auditors and   For       For          Management
      Authorize the Audit Committee to Fix
      Their Remuneration
4     Authorize Share Repurchase of any       For       For          Management
      Subsidiary of the Company
5     Authorise Reissuance of Repurchased     For       For          Management
      Shares


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CPFL ENERGIA S A

Ticker:       CPFE3          Security ID:  126153105
Meeting Date: SEP 28, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Report on Resignation of Luiz Anibal de For       For          Management
      Lima Fernandes as Board Mmeber
2     Elect Pedro Pullen Parente as Director  For       For          Management
      for One-Year Term


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CPFL ENERGIA S A

Ticker:       CPFE3          Security ID:  126153105
Meeting Date: DEC 10, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Absorbtion of Seven             For       For          Management
      Subsidiaries
2     Ratify Hirashima And Associados         For       For          Management
      Consultoria em Transacoes Societarias
      Ltd. Approve Proposed Absorption
3     Approve Appraisal Report Mentioned in   For       For          Management
      Item II
4     Approve Absortion Agreement             For       For          Management
5     Increased Share Capital Following       For       For          Management
      Proposed Absortion
6     Amend Article 5 to Reflect Change in    For       For          Management
      Capital


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CPFL ENERGIA S A

Ticker:       CPFE3          Security ID:  126153105
Meeting Date: APR 26, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       Against      Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Executive       For       Abstain      Management
      Officers, Non-Executive Directors
6     Approve Remuneration of Fiscal Council  For       For          Management
      Members
7     Assess Proposed Absorption of           For       For          Management
      Subsidiaries
8     Ratify Hirashima & Associados           For       For          Management
      Consultoria em Transacoes Societarias
      Ltda and Hirashima & Associados as the
      Appraisers for the Absorptions
9     Approve Appraisal Reports               For       For          Management
10    Approve Absorption Agreements           For       For          Management
11    Approve Increase in Share Capital       For       For          Management
      Following Proposed Absorptions
12    Amend Articles to Reflect Changes in    For       For          Management
      Capital


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CTEEP - CIA. DE TRANSMISSAO DE ENERGIA ELETRICA PAULISTA

Ticker:       CTPZY          Security ID:  P30576113
Meeting Date: APR 29, 2010   Meeting Type: Annual/Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Fiscal Council Members            For       For          Management
4     Elect Directors                         For       For          Management
5     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
6     Amend Article 26                        For       For          Management
7     Re-ratify Increase of Capital Approved  For       For          Management
      in EGM Aug 2009


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Barr          For       For          Management
1.2   Elect Director Peter W. Brown           For       For          Management
1.3   Elect Director George A. Davidson, Jr.  For       For          Management
1.4   Elect Director Thomas F. Farrell II     For       For          Management
1.5   Elect Director John W. Harris           For       For          Management
1.6   Elect Director Robert S. Jepson, Jr.    For       For          Management
1.7   Elect Director Mark J. Kington          For       For          Management
1.8   Elect Director Margaret A. McKenna      For       For          Management
1.9   Elect Director Frank S. Royal           For       For          Management
1.10  Elect Director Robert H. Spilman, Jr.   For       For          Management
1.11  Elect Director David A. Wollard         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Amend Quorum Requirements               For       For          Management
8     Adopt Renewable Energy Production Goal  Against   Against      Shareholder
9     Stop Construction of Nuclear Reactor at Against   Against      Shareholder
      North Anna Facility
10    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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DPL INC.

Ticker:       DPL            Security ID:  233293109
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Biggs          For       For          Management
1.2   Elect Director Pamela B. Morris         For       For          Management
1.3   Elect Director Ned J. Sifferlen         For       For          Management
2     Ratify Auditors                         For       For          Management


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E.ON AG (FORMERLY VEBA AG)

Ticker:       EOAN           Security ID:  D24914133
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  APR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2009
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.50 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2009
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2009
5     Approve Remuneration System for         For       For          Management
      Management Board Members
6a    Ratify PriceWaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2010
6b    Ratify PriceWaterhouseCoopers AG as     For       For          Management
      Auditors for the Inspection of the
      Abbreviated Financial Statements for
      the First Half of Fiscal 2010
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 5
      Billion; Approve Creation of EUR 175
      Million Pool of Capital to Guarantee
      Conversion Rights
9     Amend Articles Re: Exercise of Voting   For       For          Management
      Rights at General Meeting due to New
      German Legislation (Law on
      Transposition of EU Shareholder's
      Rights Directive)


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EDP ENERGIAS DO BRASIL SA

Ticker:       ENBR3          Security ID:  P3769R108
Meeting Date: APR 9, 2010    Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Elect Directors and Approve Their       For       Abstain      Management
      Remuneration
5     Designate Newspapers to Publish Company For       For          Management
      Announcements


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ELETROPAULO METROPOLITANA ELETRICIDADE DE SAO PAULO S.A

Ticker:       ELPL3          Security ID:  P36476151
Meeting Date: APR 30, 2010   Meeting Type: Annual/Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Ratify Remuneration of Executive        For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members Paid in 2009
6     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members for the Current
      Fiscal Term
7     Approve Changes to the Distribution     For       For          Management
      Contract Signed between the Company and
      the Federal Government


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ENTERGY CORPORATION

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Maureen Scannell Bateman For       For          Management
2     Elect Director W. Frank Blount          For       For          Management
3     Elect Director Gary W. Edwards          For       For          Management
4     Elect Director Alexis M. Herman         For       For          Management
5     Elect Director Donald C. Hintz          For       For          Management
6     Elect Director J. Wayne Leonard         For       For          Management
7     Elect Director Stuart L. Levenick       For       For          Management
8     Elect Director Stewart C. Myers         For       For          Management
9     Elect Director James R. Nichols         For       For          Management
10    Elect Director William A. Percy, II     For       For          Management
11    Elect Director W.J. Tauzin              For       For          Management
12    Elect Director Steven V. Wilkinson      For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management


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EQT CORPORATION

Ticker:       EQT            Security ID:  26884L109
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  FEB 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vicky A. Bailey          For       For          Management
1.2   Elect Director Murry S. Gerber          For       For          Management
1.3   Elect Director George L. Miles, Jr.     For       For          Management
1.4   Elect Director James W. Whalen          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
4     Prepare Sustainability Report           Against   Against      Shareholder


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EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Canning, Jr.     For       For          Management
2     Elect Director M. Walter D'Alessio      For       For          Management
3     Elect Director Nicholas DeBenedictis    For       For          Management
4     Elect Director Bruce DeMars             For       For          Management
5     Elect Director Nelson A. Diaz           For       For          Management
6     Elect Director Sue L. Gin               For       For          Management
7     Elect Director Rosemarie B. Greco       For       For          Management
8     Elect Director Paul L. Joskow           For       For          Management
9     Elect Director Richard W. Mies          For       For          Management
10    Elect Director John M. Palms            For       For          Management
11    Elect Director William C. Richardson    For       For          Management
12    Elect Director Thomas J. Ridge          For       For          Management
13    Elect Director John W. Rogers, Jr.      For       For          Management
14    Elect Director John W. Rowe             For       For          Management
15    Elect Director Stephen D. Steinour      For       For          Management
16    Elect Director Don Thompson             For       For          Management
17    Approve Omnibus Stock Plan              For       For          Management
18    Ratify Auditors                         For       For          Management


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FIRSTENERGY CORP.

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul T. Addison          For       Withhold     Management
1.2   Elect Director Anthony J. Alexander     For       Withhold     Management
1.3   Elect Director Michael J. Anderson      For       Withhold     Management
1.4   Elect Director Carol A. Cartwright      For       Withhold     Management
1.5   Elect Director William T. Cottle        For       Withhold     Management
1.6   Elect Director Robert B. Heisler, Jr.   For       Withhold     Management
1.7   Elect Director Ernest J. Novak, Jr.     For       Withhold     Management
1.8   Elect Director Catherine A. Rein        For       Withhold     Management
1.9   Elect Director George M. Smart          For       Withhold     Management
1.10  Elect Director Wes M. Taylor            For       Withhold     Management
1.11  Elect Director Jesse T. Williams, Sr.   For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sherry S. Barrat         For       For          Management
1.2   Elect Director Robert M. Beall, II      For       For          Management
1.3   Elect Director J. Hyatt Brown           For       For          Management
1.4   Elect Director James L. Camaren         For       For          Management
1.5   Elect Director J. Brian Ferguson        For       For          Management
1.6   Elect Director Lewis Hay, III           For       For          Management
1.7   Elect Director Toni Jennings            For       For          Management
1.8   Elect Director Oliver D. Kingsley, Jr.  For       For          Management
1.9   Elect Director Rudy E. Schupp           For       For          Management
1.10  Elect Director William H. Swanson       For       For          Management
1.11  Elect Director Michael H. Thaman        For       For          Management
1.12  Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Change Company Name                     For       For          Management


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

HONG KONG AND CHINA GAS CO. LTD.

Ticker:       3              Security ID:  Y33370100
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  MAY 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Reelect Leung Hay Man as Director       For       For          Management
3b    Reelect Lee Ka Kit as Director          For       For          Management
3c    Reelect James Kwan Yuk Choi as Director For       For          Management
3d    Reelect Poon Chung Kwong as Director    For       For          Management
4     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize the Board to Fix
      Their Remuneration
5     Approve Director's Fee, Additional Fee  For       For          Management
      for the Chairman and Fee for Each
      Member of the Audit Committee
6a    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
6b    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6c    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
6d    Authorize Reissuance of Repurchased     For       Against      Management
      Shares


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

ITC HOLDINGS CORP.

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward G. Jepsen         For       For          Management
1.2   Elect Director Richard D. McLellan      For       For          Management
1.3   Elect Director William J. Museler       For       For          Management
1.4   Elect Director Hazel R. O'Leary         For       For          Management
1.5   Elect Director Gordon Bennett Stewart,  For       For          Management
      III
1.6   Elect Director Lee C. Stewart           For       For          Management
1.7   Elect Director Joseph L. Welch          For       For          Management
2     Ratify Auditors                         For       For          Management


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

NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 27, 2010   Meeting Type: Annual
Record Date:  DEC 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence R. Codey        For       For          Management
1.2   Elect Director Laurence M. Downes       For       For          Management
1.3   Elect Director Robert B. Evans          For       For          Management
1.4   Elect Director Alfred C. Koeppe         For       For          Management
2     Ratify Auditors                         For       For          Management


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 21, 2009   Meeting Type: Proxy Contest
Record Date:  JUN 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None      None
1.1   Elect Director John F. Chlebowski       For       For          Management
1.2   Elect Director Howard E. Cosgrove       For       For          Management
1.3   Elect Director William E. Hantke        For       For          Management
1.4   Elect Director Anne C. Schaumburg       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Ratify Auditors                         For       For          Management
6     Report on Carbon Principles             Against   Against      Shareholder
7     Change Size of Board of Directors       Against   Against      Shareholder
8     Repeal Amendments Adopted Without       Against   Against      Shareholder
      Stockholder Approval After February 26,
      2008

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Blue Card)             None      None
1.1   Elect Director Betsy S. Atkins          For       None         Shareholder
1.2   Elect Director Ralph E. Faison          For       None         Shareholder
1.3   Elect Director Coleman Peterson         For       None         Shareholder
1.4   Elect Director Thomas C. Wajnert        For       None         Shareholder
2     Change Size of Board of Directors       For       None         Shareholder
3     Elect Director Donald DeFosset          For       None         Shareholder
4     Elect Director Richard H. Koppes        For       None         Shareholder
5     Elect Director John M. Albertine        For       None         Shareholder
6     Elect Director Marjorie L. Bowen        For       None         Shareholder
7     Elect Director Ralph G. Wellington      For       None         Shareholder
8     Repeal Amendments Adopted Without       For       None         Shareholder
      Stockholder Approval After February 26,
      2008
9     Amend Omnibus Stock Plan                For       None         Management
10    Amend Executive Incentive Bonus Plan    For       None         Management
11    Adopt Majority Voting for Uncontested   For       None         Management
      Election of Directors
12    Ratify Auditors                         For       None         Management
13    Report on Carbon Principles             None      None         Shareholder


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary L. Countryman       For       For          Management
2     Elect Director James S. DiStasio        For       For          Management
3     Elect Director Thomas J. May            For       For          Management
4     Ratify Auditors                         For       For          Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James C. Day             For       For          Management
2     Elect Director Julie H. Edwards         For       For          Management
3     Elect Director William L. Ford          For       For          Management
4     Elect Director John W. Gibson           For       For          Management
5     Elect Director David L. Kyle            For       For          Management
6     Elect Director Bert H. Mackie           For       For          Management
7     Elect Director Jim W. Mogg              For       For          Management
8     Elect Director Pattye L. Moore          For       For          Management
9     Elect Director Gary D. Parker           For       For          Management
10    Elect Director Eduardo A. Rodriguez     For       For          Management
11    Elect Director Gerald B. Smith          For       For          Management
12    Elect Director David J. Tippeconnic     For       For          Management
13    Ratify Auditors                         For       For          Management


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

PG&E CORPORATION

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David R. Andrews         For       For          Management
2     Elect Director Lewis Chew               For       For          Management
3     Elect Director C. Lee Cox               For       For          Management
4     Elect Director Peter A. Darbee          For       For          Management
5     Elect Director Maryellen C. Herringer   For       For          Management
6     Elect Director Roger H. Kimmel          For       For          Management
7     Elect Director Richard A. Meserve       For       For          Management
8     Elect Director Forrest E. Miller        For       For          Management
9     Elect Director Rosendo G. Parra         For       For          Management
10    Elect Director Barbara L. Rambo         For       For          Management
11    Elect Director Barry Lawson Williams    For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Limits for Directors Involved with      Against   Against      Shareholder
      Bankruptcy
17    Report on Political Contributions       Against   Against      Shareholder


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

PINNACLE WEST CAPITAL CORPORATION

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward N. Basha, Jr.     For       For          Management
1.2   Elect Director Donald E. Brandt         For       For          Management
1.3   Elect Director Susan Clark-Johnson      For       For          Management
1.4   Elect Director Denis A. Cortese         For       For          Management
1.5   Elect Director Michael L. Gallagher     For       For          Management
1.6   Elect Director Pamela Grant             For       For          Management
1.7   Elect Director Roy A. Herberger, Jr.    For       For          Management
1.8   Elect Director Humberto S. Lopez        For       For          Management
1.9   Elect Director Kathryn L. Munro         For       For          Management
1.10  Elect Director Bruce J. Nordstrom       For       For          Management
1.11  Elect Director W. Douglas Parker        For       For          Management
2     Provide Right to Call Special Meeting   For       For          Management
3     Ratify Auditors                         For       For          Management


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

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stuart E. Graham         For       For          Management
1.2   Elect Director Stuart Heydt             For       For          Management
1.3   Elect Director Craig A. Rogerson        For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director James E. Bostic, Jr.     For       For          Management
3     Elect Director Harris E. DeLoach, Jr.   For       For          Management
4     Elect Director James B. Hyler, Jr.      For       For          Management
5     Elect Director William D. Johnson       For       For          Management
6     Elect Director Robert W. Jones          For       For          Management
7     Elect Director W. Steven Jones          For       For          Management
8     Elect Director Melquiades R. Martinez   For       For          Management
9     Elect Director E. Marie McKee           For       For          Management
10    Elect Director John H. Mullin, III      For       For          Management
11    Elect Director Charles W. Pryor, Jr.    For       For          Management
12    Elect Director Carlos A. Saladrigas     For       For          Management
13    Elect Director Theresa M. Stone         For       For          Management
14    Elect Director Alfred C. Tollison, Jr.  For       For          Management
15    Ratify Auditors                         For       For          Management
16    Stock Retention/Holding Period          Against   Against      Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Albert R. Gamper, Jr.    For       For          Management
2     Elect Director Conrad K. Harper         For       For          Management
3     Elect Director William V. Hickey        For       For          Management
4     Elect Director Ralph Izzo               For       For          Management
5     Elect Director Shirley Ann Jackson      For       For          Management
6     Elect Director David Lilley             For       For          Management
7     Elect Director Thomas A. Renyi          For       For          Management
8     Elect Director Hak Cheol Shin           For       For          Management
9     Elect Director Richard J. Swift         For       For          Management
10    Ratify Auditors                         For       For          Management


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

QUESTAR CORPORATION

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Teresa Beck              For       For          Management
1.2   Elect Director R.d. Cash                For       For          Management
1.3   Elect Director James A. Harmon          For       For          Management
1.4   Elect Director Robert E. McKee          For       For          Management
1.5   Elect Director Gary G. Michael          For       For          Management
1.6   Elect Director Charles B. Stanley       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

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


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James G. Brocksmith Jr.  For       For          Management
2     Elect Director Donald E. Felsinger      For       For          Management
3     Elect Director Wilford D. Godbold Jr.   For       For          Management
4     Elect Director William D. Jones         For       For          Management
5     Elect Director William G. Ouchi         For       For          Management
6     Elect Director Carlos Ruiz              For       For          Management
7     Elect Director William C. Rusnack       For       For          Management
8     Elect Director William P. Rutledge      For       For          Management
9     Elect Director Lynn Schenk              For       For          Management
10    Elect Director Neal E. Schmale          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

SOUTHERN COMPANY, THE

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. P. Baranco            For       For          Management
1.2   Elect Director J. A. Boscia             For       For          Management
1.3   Elect Director H. A. Clark III          For       For          Management
1.4   Elect Director H. W. Habermeyer, Jr.    For       For          Management
1.5   Elect Director V. M. Hagen              For       For          Management
1.6   Elect Director W. A. Hood, Jr.          For       For          Management
1.7   Elect Director D. M. James              For       For          Management
1.8   Elect Director J. N. Purcell            For       For          Management
1.9   Elect Director D. M. Ratcliffe          For       For          Management
1.10  Elect Director W. G. Smith, Jr.         For       For          Management
1.11  Elect Director L. D. Thompson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Eliminate Cumulative Voting             For       For          Management
5     Increase Authorized Common Stock        For       For          Management
6     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
7     Report on Coal Combustion Waste Hazard  Against   Against      Shareholder
      and Risk Mitigation Efforts


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

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


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

TORTOISE ENERGY CAPITAL CORPORATION

Ticker:       TYY            Security ID:  89147U100
Meeting Date: SEP 11, 2009   Meeting Type: Special
Record Date:  JUN 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management


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

TORTOISE ENERGY CAPITAL CORPORATION

Ticker:       TYY            Security ID:  89147U100
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Graham           For       For          Management
2     Approve Sale of Common Stock Below Net  For       For          Management
      Asset Value
3     Ratify Auditors                         For       For          Management


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

TRACTEBEL ENERGIA S.A. (FORMERLY CENTRAIS GERADORAS DO SUL DO BRASIL)

Ticker:       TBLE3          Security ID:  P9208W103
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Employees' Bonuses              For       Abstain      Management
5     Approve Remuneration of Executive       For       Abstain      Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
6     Elect Fiscal Council Members            For       For          Management
7     Approve Resignation of Alternate        For       For          Management
      Director
8     Elect Directors                         For       For          Management
9     Designate Newspapers to Publish Company For       For          Management
      Announcements


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

TRACTEBEL ENERGIA S.A. (FORMERLY CENTRAIS GERADORAS DO SUL DO BRASIL)

Ticker:       TBLE3          Security ID:  P9208W103
Meeting Date: APR 23, 2010   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Renewal of the Service Contract For       For          Management
      Between the Company and Suez-Tractebel
      SA


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kathleen B. Cooper       For       For          Management
2     Elect Director William R. Granberry     For       For          Management
3     Elect Director William G. Lowrie        For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management
7     Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol B. Armitage        For       For          Management
2     Elect Director Samuel E. Beall, III     For       For          Management
3     Elect Director Dennis E. Foster         For       For          Management
4     Elect Director Francis X. Frantz        For       For          Management
5     Elect Director Jeffery R. Gardner       For       For          Management
6     Elect Director Jeffrey T. Hinson        For       For          Management
7     Elect Director Judy K. Jones            For       For          Management
8     Elect Director William A. Montgomery    For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Stock Retention/Holding Period          Against   Against      Shareholder


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

WISCONSIN ENERGY CORPORATION

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       For          Management
1.2   Elect Director Barbara L. Bowles        For       For          Management
1.3   Elect Director Patricia W. Chadwick     For       For          Management
1.4   Elect Director Robert A. Cornog         For       For          Management
1.5   Elect Director Curt S. Culver           For       For          Management
1.6   Elect Director Thomas J. Fischer        For       For          Management
1.7   Elect Director Gale E. Klappa           For       For          Management
1.8   Elect Director Ulice Payne, Jr.         For       For          Management
1.9   Elect Director Frederick P. Stratton,   For       For          Management
      Jr.
2     Ratify Auditors                         For       For          Management


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect DirectorFredric W. Corrigan       For       For          Management
1.2   Elect Director Richard K. Davis         For       For          Management
1.3   Elect Director Benjamin G.S. Fowke, III For       For          Management
1.4   Elect Director Richard C. Kelly         For       For          Management
1.5   Elect Director Albert F. Moreno         For       For          Management
1.6   Elect Director Christopher J.           For       For          Management
      Policinski
1.7   Elect Director A. Patricia Sampson      For       For          Management
1.8   Elect Director David A. Westerlund      For       For          Management
1.9   Elect Director Kim Williams             For       For          Management
1.10  Elect Director Timothy V. Wolf          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

XINAO GAS HOLDINGS LTD.

Ticker:       2688           Security ID:  G9826J104
Meeting Date: JUN 30, 2010   Meeting Type: Annual
Record Date:  JUN 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Reelect Cheung Yip Sang as Director     For       For          Management
3b    Reelect Zhao Baoju as Director          For       For          Management
3c    Reelect Jin Yongsheng as Director       For       For          Management
3d    Reelect Wang Guangtian as Director      For       For          Management
3e    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Reappoint Auditors and Authorize Board  For       For          Management
      to Fix Their Remuneration
5a    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
5b    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5c    Authorize Reissuance of Repurchased     For       Against      Management
      Shares
6     Change Company Name to ENN Energy       For       For          Management
      Holdings Ltd. and Adopt Company's
      Chinese Name

========== 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 Utility Income
                                          Fund, Inc.


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



                              Date:  August 30, 2010



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