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

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08861

                            Morgan Stanley Value Fund
               (Exact name of registrant as specified in charter)

  522 Fifth Avenue, New York, New York                                10036
(Address of principal executive offices)                            (Zip code)

                           Stefanie V. Chang Yu, Esq.
                                Managing Director
                     Morgan Stanley Investment Advisors Inc.
                                522 Fifth Avenue
                            New York, New York 10036
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397

Date of fiscal year end: 9/30

Date of reporting period: 7/1/09 - 5/31/10

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

ICA File Number: 811-08861
Reporting Period: 07/01/2009 - 05/31/2010
Morgan Stanley Value Fund









========================== MORGAN STANLEY VALUE FUND ===========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R.J. Alpern              For       For          Management
1.2   Elect Director R.S. Austin              For       For          Management
1.3   Elect Director W.M. Daley               For       For          Management
1.4   Elect Director W.J. Farrell             For       For          Management
1.5   Elect Director H.L. Fuller              For       For          Management
1.6   Elect Director W.A. Osborn              For       For          Management
1.7   Elect Director D.A.L. Owen              For       For          Management
1.8   Elect Director R.S. Roberts             For       For          Management
1.9   Elect Director S.C. Scott, III          For       For          Management
1.10  Elect Director W.D. Smithburg           For       For          Management
1.11  Elect Director G.F. Tilton              For       For          Management
1.12  Elect Director M.D. White               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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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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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel P. Amos           For       For          Management
1.2   Elect Director John Shelby Amos II      For       For          Management
1.3   Elect Director Paul S. Amos II          For       For          Management
1.4   Elect Director Michael H. Armacost      For       For          Management
1.5   Elect Director Kriss Cloninger III      For       For          Management
1.6   Elect Director Joe Frank Harris         For       For          Management
1.7   Elect Director Elizabeth J. Hudson      For       For          Management
1.8   Elect Director Douglas W. Johnson       For       For          Management
1.9   Elect Director Robert B. Johnson        For       For          Management
1.10  Elect Director Charles B. Knapp         For       For          Management
1.11  Elect Director E. Stephen Purdom, M.d.  For       For          Management
1.12  Elect Director Barbara K. Rimer, PhD    For       For          Management
1.13  Elect Director Marvin R. Schuster       For       For          Management
1.14  Elect Director David Gary Thompson      For       For          Management
1.15  Elect Director Robert L. Wright         For       For          Management
1.16  Elect Director Takuro Yoshida           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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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  JAN 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur D. Collins, Jr    For       For          Management
1.2   Elect Director Carlos Ghosn             For       For          Management
1.3   Elect Director Michael G. Morris        For       For          Management
1.4   Elect Director E. Stanley O'Neal        For       Withhold     Management
2     Ratify Auditor                          For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Fair Price Protection
5     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
6     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Removal of Directors
7     Adopt Simple Majority Vote              Against   Against      Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director John T. Casteen III      For       For          Management
4     Elect Director Dinyar S. Devitre        For       For          Management
5     Elect Director Thomas F. Farrell II     For       For          Management
6     Elect Director Robert E. R. Huntley     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director George Munoz             For       For          Management
9     Elect Director Nabil Y. Sakkab          For       For          Management
10    Elect Director Michael E. Szymanczyk    For       For          Management
11    Approve Omnibus Stock Plan              For       For          Management
12    Ratify Auditors                         For       For          Management
13    Report on Effect of Marketing Practices Against   Against      Shareholder
      on the Poor
14    Adopt Human Rights Protocols for        Against   Against      Shareholder
      Company and Suppliers


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect Director James H. Blanchard       For       For          Management
5     Elect Director Jaime Chico Pardo        For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director Lynn M. Martin           For       For          Management
9     Elect Director John B. McCoy            For       For          Management
10    Elect Director Joyce M. Roche           For       For          Management
11    Elect Director Laura D Andrea Tyson     For       For          Management
12    Elect Director Patricia P. Upton        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   Against      Shareholder
15    Exclude Pension Credits from            Against   For          Shareholder
      Calculations of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: FEB 23, 2010   Meeting Type: Special
Record Date:  JAN 7, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Adjourn Meeting                         For       For          Management


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BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan S. Bies            For       For          Management
2     Elect Director William P. Boardman      For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director D. Paul Jones, Jr.       For       For          Management
8     Elect Director Monica C. Lozano         For       For          Management
9     Elect Director Thomas J. May            For       For          Management
10    Elect Director Brian T. Moynihan        For       For          Management
11    Elect Director Donald E. Powell         For       For          Management
12    Elect Director Charles O. Rossotti      For       Against      Management
13    Elect Director Robert W. Scully         For       For          Management
14    Ratify Auditors                         For       For          Management
15    Increase Authorized Common Stock        For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                For       For          Management
18    Report on Government Service of         Against   Against      Shareholder
      Employees
19    TARP Related Compensation               Against   Against      Shareholder
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning     Against   For          Shareholder
23    Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
24    Claw-back of Payments under             Against   For          Shareholder
      Restatements


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BANK OF NEW YORK MELLON CORPORATION, THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

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


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: JAN 20, 2010   Meeting Type: Special
Record Date:  NOV 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Split                     For       For          Management
2     Approve Split of Class B Stock Without  For       For          Management
      Splitting Class A Stock
3     Adjust Par Value of Common Stock        For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Remove Requirement of Issuing Physical  For       For          Management
      Stock Certificates for Class B Stock
      Upon Conversion of Class A Stock


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 1, 2010    Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect director Stephen Burke            For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates III     For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Donald R. Keough         For       For          Management
1.10  Elect Director Thomas S. Murphy         For       For          Management
1.11  Elect Director Ronald L. Olson          For       For          Management
1.12  Elect Director Walter Scott, Jr.        For       For          Management


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Abele            For       Withhold     Management
1.2   Elect Director Katharine T. Bartlett    For       For          Management
1.3   Elect Director Bruce L. Byrnes          For       For          Management
1.4   Elect Director Nelda J. Connors         For       For          Management
1.5   Elect Director J. Raymond Elliott       For       For          Management
1.6   Elect Director Marye Anne Fox           For       Withhold     Management
1.7   Elect Director Ray J. Groves            For       Withhold     Management
1.8   Elect Director Ernest Mario             For       For          Management
1.9   Elect Director N.J. Nicholas, Jr.       For       Withhold     Management
1.10  Elect Director Pete M. Nicholas         For       Withhold     Management
1.11  Elect Director Uwe E. Reinhardt         For       For          Management
1.12  Elect Director John E. Sununu           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Other Business                          For       Against      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       Against      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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BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Lewis B. Campbell        For       For          Management
3     Elect Director James M. Cornelius       For       For          Management
4     Elect Director Louis J. Freeh           For       For          Management
5     Elect Director Laurie H. Glimcher, M.D  For       For          Management
6     Elect Director Michael Grobstein        For       For          Management
7     Elect Director Leif Johansson           For       For          Management
8     Elect Director Alan J. Lacy             For       For          Management
9     Elect Director Vicki L. Sato, Ph.D.     For       For          Management
10    Elect Director Togo D. West, Jr.        For       For          Management
11    Elect Director R. Sanders Williams,     For       For          Management
      M.D.
12    Ratify Auditors                         For       For          Management
13    Provide Right to Call Special Meeting   For       For          Management
14    Reduce Supermajority Vote Requirements  For       For          Management
      Applicable to Common Stock
15    Reduce Supermajority Vote Requirement   For       For          Management
      Applicable to Preferred Stock
16    Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
17    Provide Right to Act by Written Consent Against   For          Shareholder
18    Report and Set Goals Related to Animal  Against   Against      Shareholder
      Use and Testing


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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 4, 2009    Meeting Type: Annual
Record Date:  SEP 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colleen F. Arnold        For       For          Management
1.2   Elect Director George S. Barrett        For       For          Management
1.3   Elect Director Glenn A. Britt           For       For          Management
1.4   Elect Director Calvin Darden            For       Against      Management
1.5   Elect Director Bruce L. Downey          For       For          Management
1.6   Elect Director John F. Finn             For       For          Management
1.7   Elect Director Gregory B. Kenny         For       Against      Management
1.8   Elect Director Richard C. Notebaert     For       Against      Management
1.9   Elect Director David W. Raisbeck        For       For          Management
1.10  Elect Director Jean G. Spaulding        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Performance-Based Equity Awards         Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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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   Abstain      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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CHUBB CORPORATION, THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zoe Baird                For       For          Management
2     Elect Director Sheila P. Burke          For       For          Management
3     Elect Director James I. Cash, Jr.       For       For          Management
4     Elect Director John D. Finnegan         For       For          Management
5     Elect Director Martin G. Mcguinn        For       For          Management
6     Elect Director Lawrence M. Small        For       For          Management
7     Elect Director Jess Soderberg           For       For          Management
8     Elect Director Daniel E. Somers         For       For          Management
9     Elect Director Karen Hastie Williams    For       For          Management
10    Elect Director James M. Zimmerman       For       For          Management
11    Elect Director Alfred W. Zollar         For       For          Management
12    Ratify Auditors                         For       For          Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 12, 2009   Meeting Type: Annual
Record Date:  SEP 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Michael K. Powell        For       For          Management
11    Elect Director Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   Against      Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       Against      Management
2     Elect Director Timothy C. Collins       For       For          Management
3     Elect Director Jerry A. Grundhofer      For       For          Management
4     Elect Director Robert L. Joss           For       For          Management
5     Elect Director Andrew N. Liveris        For       For          Management
6     Elect Director Michael E. O'Neill       For       For          Management
7     Elect Director Vikram S. Pandit         For       For          Management
8     Elect Director Richard D. Parsons       For       For          Management
9     Elect Director Lawrence R. Ricciardi    For       For          Management
10    Elect Director Judith Rodin             For       For          Management
11    Elect Director Robert L. Ryan           For       Against      Management
12    Elect Director Anthony M. Santomero     For       For          Management
13    Elect Director Diana L. Taylor          For       For          Management
14    Elect Director William S. Thompson, Jr. For       For          Management
15    Elect Director Ernesto Zedillo          For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend Omnibus Stock Plan                For       For          Management
18    Amend Omnibus Stock Plan                For       For          Management
19    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
20    Amend NOL Rights Plan (NOL Pill)        For       For          Management
21    Approve Reverse Stock Split             For       For          Management
22    Affirm Political Non-Partisanship       Against   Against      Shareholder
23    Report on Political Contributions       Against   For          Shareholder
24    Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
25    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
26    Stock Retention/Holding Period          Against   For          Shareholder
27    Reimburse Expenses Incurred by          Against   Abstain      Shareholder
      Stockholder in Contested Election of
      Directors


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COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       For          Management
3     Elect Director Cathleen P. Black        For       Against      Management
4     Elect Director Barry Diller             For       For          Management
5     Elect Director Alexis M. Herman         For       For          Management
6     Elect Director Muhtar Kent              For       For          Management
7     Elect Director Donald R. Keough         For       For          Management
8     Elect Director Maria Elena Lagomasino   For       For          Management
9     Elect Director Donald F. McHenry        For       For          Management
10    Elect Director Sam Nunn                 For       For          Management
11    Elect Director James D. Robinson III    For       Against      Management
12    Elect Director Peter V. Ueberroth       For       For          Management
13    Elect Director Jacob Wallenberg         For       For          Management
14    Elect Director James B. Williams        For       Against      Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
17    Require Independent Board Chairman      Against   For          Shareholder
18    Performance-Based Equity Awards         Against   Against      Shareholder
19    Publish Report on Chemical Bisphenol A  Against   Against      Shareholder
      (BPA)


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

COGNEX CORPORATION

Ticker:       CGNX           Security ID:  192422103
Meeting Date: APR 22, 2010   Meeting Type: Special
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Shillman       For       Withhold     Management
1.2   Elect Director Anthony Sun              For       Withhold     Management


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

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       Withhold     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   For          Shareholder


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

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 3, 2009    Meeting Type: Annual
Record Date:  JUN 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irving W. Bailey, II     For       For          Management
1.2   Elect Director David J. Barram          For       For          Management
1.3   Elect Director Stephen L. Baum          For       For          Management
1.4   Elect Director Rodney F. Chase          For       For          Management
1.5   Elect Director Judith R. Haberkorn      For       For          Management
1.6   Elect Director Michael W. Laphen        For       For          Management
1.7   Elect Director F. Warren McFarlan       For       For          Management
1.8   Elect Director Chong Sup Park           For       For          Management
1.9   Elect Director Thomas H. Patrick        For       For          Management
2     Ratify Auditors                         For       Against      Management


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Armitage      For       For          Management
1.2   Elect Director Richard H. Auchinleck    For       For          Management
1.3   Elect Director James E. Copeland, Jr.   For       For          Management
1.4   Elect Director Kenneth M. Duberstein    For       Against      Management
1.5   Elect Director Ruth R. Harkin           For       For          Management
1.6   Elect Director Harold W. Mcgraw III     For       For          Management
1.7   Elect Director James J. Mulva           For       For          Management
1.8   Elect Director Robert A. Niblock        For       For          Management
1.9   Elect Director Harald J. Norvik         For       For          Management
1.10  Elect Director William K. Reilly        For       For          Management
1.11  Elect Director Bobby S. Shackouls       For       For          Management
1.12  Elect Director Victoria J. Tschinkel    For       For          Management
1.13  Elect Director Kathryn C. Turner        For       For          Management
1.14  Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Board Risk Management         Against   Against      Shareholder
      Oversight
4     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
5     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
6     Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
7     Report on Financial Risks of Climate    Against   Against      Shareholder
      Change
8     Adopt Goals to Reduce Emission of TRI   Against   Against      Shareholder
      Chemicals
9     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination Based on Sexual
      Orientation and Gender Identity
10    Report on Political Contributions       Against   For          Shareholder


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edwin M. Banks           For       For          Management
2     Elect Director C. David Brown II        For       For          Management
3     Elect Director David W. Dorman          For       For          Management
4     Elect Director Kristen Gibney Williams  For       For          Management
5     Elect Director Marian L. Heard          For       For          Management
6     Elect Director William H. Joyce         For       For          Management
7     Elect Director Jean-Pierre Millon       For       For          Management
8     Elect Director Terrence Murray          For       For          Management
9     Elect Director C.A. Lance Piccolo       For       For          Management
10    Elect Director Sheli Z. Rosenberg       For       For          Management
11    Elect Director Thomas M. Ryan           For       For          Management
12    Elect Director Richard J. Swift         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Report on Political Contributions       Against   For          Shareholder
17    Adopt Global Warming Principles         Against   Against      Shareholder


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 17, 2009   Meeting Type: Annual
Record Date:  MAY 22, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Breyer          For       For          Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Michael S. Dell          For       For          Management
1.4   Elect Director William H. Gray, III     For       For          Management
1.5   Elect Director Sallie L. Krawcheck      For       For          Management
1.6   Elect Director Judy C. Lewent           For       For          Management
1.7   Elect Director Thomas W. Luce, III      For       Withhold     Management
1.8   Elect Director Klaus S. Luft            For       For          Management
1.9   Elect Director Alex J. Mandl            For       For          Management
1.10  Elect Director Sam Nunn                 For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reimburse Proxy Contest Expenses        Against   For          Shareholder
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

E. I. DU PONT DE NEMOURS AND COMPANY

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel W. Bodman         For       For          Management
2     Elect Director Richard H. Brown         For       For          Management
3     Elect Director Robert A. Brown          For       For          Management
4     Elect Director Bertrand P. Collomb      For       For          Management
5     Elect Director Curtis J. Crawford       For       For          Management
6     Elect Director Alexander M. Cutler      For       For          Management
7     Elect Director John T. Dillon           For       For          Management
8     Elect Director Eleuthere I. Du Pont     For       For          Management
9     Elect Director Marillyn A. Hewson       For       For          Management
10    Elect Director Lois D. Juliber          For       For          Management
11    Elect Director Ellen J. Kullman         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
15    Amend Human Rights Policy to Address    Against   Against      Shareholder
      Seed Saving


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David M. Moffett         For       For          Management
2     Elect Director Richard T. Schlosberg,   For       For          Management
      III
3     Elect Director Thomas J. Tierney        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 19, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R. Alvarez               For       For          Management
2     Elect Director W. Bischoff              For       For          Management
3     Elect Director R.D. Hoover              For       For          Management
4     Elect Director F.G. Prendergast         For       For          Management
5     Elect Director K.P. Seifert             For       For          Management
6     Ratify Auditors                         For       For          Management
7     Declassify the Board of Directors       For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management
9     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
10    Prohibit CEOs from Serving on           Against   Against      Shareholder
      Compensation Committee
11    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
12    Stock Retention/Holding Period          Against   For          Shareholder


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 2, 2010    Meeting Type: Annual
Record Date:  NOV 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. A. H. Boersig         For       For          Management
1.2   Elect Director C. Fernandez G.          For       For          Management
1.3   Elect Director W. J. Galvin             For       For          Management
1.4   Elect Director R. L. Stephenson         For       For          Management
1.5   Elect Director V. R. Loucks, Jr.        For       Withhold     Management
1.6   Elect Director R. L. Ridgway            For       Withhold     Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: JUL 13, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Exisiting Equity Incentive Plans  For       For          Management


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 22, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Re-election Of Director: James A.       For       Against      Management
      Davidson
2     Re-election Of Director: Lip Bu Tan     For       For          Management
3     Re-election Of Director: Robert L.      For       For          Management
      Edwards
4     Re-election Of Director: Daniel H.      For       For          Management
      Schulman
5     Re-election Of Director: William D.     For       For          Management
      Watkins
6     Approve The Reappointment Of Deloitte & For       For          Management
      Touche Llp As Flextronics' Independent
      Auditors For The 2010 Fiscal Year Andto
      Authorize The Board Of Directors To Fix
      Its Remuneration.
7     Approve The General Authorization For   For       For          Management
      The Directors Offlextronics To Allot
      And Issue Ordinary Shares.
8     Approve The Renewal Of The Share        For       For          Management
      Purchase Mandate Relating To
      Acquisitions By Flextronics Of Its Own
      Issued Ordinary Shares.
9     Approve Changes In The Cash             For       For          Management
      Compensation Payable To Flextronics'
      Non-employee Directors And Additional
      Cash Compensation For The Chairman Of
      The Board Of Directors.


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Geoffrey Beattie      For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director William M. Castell       For       For          Management
4     Elect Director Ann M. Fudge             For       For          Management
5     Elect Director Susan Hockfield          For       For          Management
6     Elect Director Jeffrey R. Immelt        For       For          Management
7     Elect Director Andrea Jung              For       For          Management
8     Elect Director Alan G. (A.G.) Lafley    For       For          Management
9     Elect Director Robert W. Lane           For       For          Management
10    Elect Director Ralph S. Larsen          For       For          Management
11    Elect Director Rochelle B. Lazarus      For       For          Management
12    Elect Director James J. Mulva           For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director Roger S. Penske          For       For          Management
15    Elect Director Robert J. Swieringa      For       For          Management
16    Elect Director Douglas A. Warner III    For       For          Management
17    Ratify Auditors                         For       For          Management
18    Provide for Cumulative Voting           Against   Against      Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Require Independent Board Chairman      Against   For          Shareholder
21    Report on Pay Disparity                 Against   Against      Shareholder
22    Adopt Policy Prohibiting Certain        Against   Against      Shareholder
      Directors from Serving on Key Board
      Committees
23    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Receive And Adopt The Directors      For       For          Management
      Report And The Financialstatements
2     To Approve The Remuneration Report      For       For          Management
3     To Re-elect Dr Stephanie Burns As A     For       For          Management
      Director
4     To Re-elect Mr Julian Heslop As A       For       For          Management
      Director
5     To Re-elect Sir Deryck Maughan As A     For       For          Management
      Director
6     To Re-elect Dr Daniel Podolsky As A     For       For          Management
      Director
7     To Re-elect Sir Robert Wilson As A      For       For          Management
      Director
8     Re-appointment Of Auditors              For       For          Management
9     Remuneration Of Auditors                For       For          Management
10    To Authorise The Company And Its        For       For          Management
      Subsidiaries To Make Donations to
      Political Organisations And Incur
      Political Expenditure
11    Authority To Allot Shares               For       For          Management
12    Disapplication Of Pre-emption Rights    For       For          Management
13    Authority For The Company To Purchase   For       For          Management
      Its Own Shares
14    Exemption From Statement Of Senior      For       For          Management
      Statutory Auditor's Name
15    Reduced Notice Of A General Meeting     For       For          Management
      Other Than An Agm
16    Adopt New Articles Of Association       For       For          Management


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

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   For          Shareholder
9     Report on Political Contributions       Against   For          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


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A.M. Bennett             For       For          Management
2     Elect Director J.R. Boyd                For       For          Management
3     Elect Director M. Carroll               For       For          Management
4     Elect Director N.K. Dicciani            For       For          Management
5     Elect Director S.M. Gillis              For       For          Management
6     Elect Director J.T. Hackett             For       For          Management
7     Elect Director D.J. Lesar               For       For          Management
8     Elect Director R.A. Malone              For       For          Management
9     Elect Director J.L. Martin              For       For          Management
10    Elect Director D.L. Reed                For       For          Management
11    Ratify Auditors                         For       For          Management
12    Review and Assess Human Rights Policies Against   Against      Shareholder
13    Report on Political Contributions       Against   For          Shareholder
14    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
15    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2010   Meeting Type: Annual
Record Date:  JAN 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Lawrence T. Babbio, Jr.  For       For          Management
1.3   Elect Director Sari M. Baldauf          For       For          Management
1.4   Elect Director Rajiv L. Gupta           For       For          Management
1.5   Elect Director John H. Hammergren       For       For          Management
1.6   Elect Director Mark V. Hurd             For       For          Management
1.7   Elect Director Joel Z. Hyatt            For       For          Management
1.8   Elect Director John R. Joyce            For       For          Management
1.9   Elect Director Robert L. Ryan           For       Abstain      Management
1.10  Elect Director Lucille S. Salhany       For       For          Management
1.11  Elect Director G. Kennedy Thompson      For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Company Request on Advisory Vote on     For       For          Management
      Executive Compensation


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

HOME DEPOT, INC., THE

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Amend Omnibus Stock Plan                For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
14    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
15    Provide Right to Act by Written Consent Against   Abstain      Shareholder
16    Require Independent Board Chairman      Against   For          Shareholder
17    Prepare Employment Diversity Report     Against   Against      Shareholder
18    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota]


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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 26, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Clive R. Hollick         For       For          Management
8     Elect Director George Paz               For       For          Management
9     Elect Director Bradley T. Sheares       For       For          Management
10    Elect Director Michael W. Wright        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Provide Right to Call Special Meeting   For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Provide Right to Act by Written Consent Against   For          Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Review and Amend Code of Conduct to     Against   Against      Shareholder
      Include Human Rights


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Susan L. Decker          For       For          Management
3     Elect Director John J. Donahoe          For       For          Management
4     Elect Director Reed E. Hundt            For       For          Management
5     Elect Director Paul S. Otellini         For       For          Management
6     Elect Director James D. Plummer         For       For          Management
7     Elect Director David S. Pottruck        For       For          Management
8     Elect Director Jane E. Shaw             For       For          Management
9     Elect Director Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

INTERNATIONAL PAPER COMPANY

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 10, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Directors David J. Bronczek       For       For          Management
1.2   Elect Directors Lynn Laverty Elsenhans  For       For          Management
1.3   Elect Directors John V. Faraci          For       For          Management
1.4   Elect Directors Stacey J. Mobley        For       For          Management
1.5   Elect Directors John L. Townsend, III   For       For          Management
1.6   Elect Directors William G. Walter       For       For          Management
1.7   Elect Directors J. Steven Whisler       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Colleen C. Barrett       For       For          Management
2     Elect Director M. Anthony Burns         For       Against      Management
3     Elect Director Maxine K. Clark          For       For          Management
4     Elect Director Thomas J. Engibous       For       For          Management
5     Elect Director Kent B. Foster           For       For          Management
6     Elect Director G.B. Laybourne           For       For          Management
7     Elect Director Burl Osborne             For       Against      Management
8     Elect Director Leonard H. Roberts       For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director R. Gerald Turner         For       For          Management
11    Elect Director Myron E. Ullman, III     For       For          Management
12    Elect Director Mary Beth West           For       For          Management
13    Ratify Auditors                         For       For          Management


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

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       Against      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   Abstain      Shareholder
8     Require Independent Board Chairman      Against   For          Shareholder
9     Report on Pay Disparity                 Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   Against      Shareholder


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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 4, 2009    Meeting Type: Annual
Record Date:  SEP 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert P. Akins          For       For          Management
1.2   Elect Director Robert T. Bond           For       For          Management
1.3   Elect Director Kiran M. Patel           For       For          Management
1.4   Elect Director David C. Wang            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ajaypal S. Banga         For       For          Management
2     Elect Director Myra M. Hart             For       For          Management
3     Elect Director Lois D. Juliber          For       For          Management
4     Elect Director Mark D. Ketchum          For       For          Management
5     Elect Director Richard A. Lerner        For       For          Management
6     Elect Director Mackey J. McDonald       For       For          Management
7     Elect Director John C. Pope             For       For          Management
8     Elect Director Fredric G. Reynolds      For       For          Management
9     Elect Director Irene B. Rosenfeld       For       For          Management
10    Elect Director J.F. Van Boxmeer         For       For          Management
11    Elect Director Deborah C. Wright        For       For          Management
12    Elect Director Frank G. Zarb            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide Right to Act by Written Consent Against   Against      Shareholder


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

LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M500
Meeting Date: NOV 19, 2009   Meeting Type: Special
Record Date:  OCT 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Redemption Proposal             For       For          Management
2.1   Approve Spin-Off Agreement              For       For          Management
2.2   Approve Merger Agreement                For       For          Management
2.3   Approve Contribution Proposal           For       For          Management
3     Adjourn Meeting                         For       For          Management


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Bernauer        For       For          Management
1.2   Elect Director Leonard L. Berry         For       For          Management
1.3   Elect Director Dawn E. Hudson           For       For          Management
1.4   Elect Director Robert A. Niblock        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Require Independent Board Chairman      Against   For          Shareholder


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Bollenbach    For       For          Management
1.2   Elect Director Deirdre P. Connelly      For       For          Management
1.3   Elect Director Meyer Feldberg           For       For          Management
1.4   Elect Director Sara Levinson            For       For          Management
1.5   Elect Director Terry J. Lundgren        For       For          Management
1.6   Elect Director Joseph Neubauer          For       For          Management
1.7   Elect Director Joseph A. Pichler        For       For          Management
1.8   Elect Director Joyce M. Roche           For       For          Management
1.9   Elect Director Craig E. Weatherup       For       For          Management
1.10  Elect Director Marna C. Whittington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Certificate of Incorporation to   For       For          Management
      Reduce Supermajority Vote Requirements
      and Eliminate Certain Provisions
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Richard T. Clark         For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director Steven F. Goldstone      For       For          Management
6     Elect Director William B. Harrison, Jr. For       For          Management
7     Elect Director Harry R. Jacobson        For       For          Management
8     Elect Director William N. Kelley        For       For          Management
9     Elect Director C. Robert Kidder         For       For          Management
10    Elect Director Rochelle B. Lazarus      For       For          Management
11    Elect Director Carlos E. Represas       For       For          Management
12    Elect Director Patricia F. Russo        For       For          Management
13    Elect Director Thomas E. Shenk          For       For          Management
14    Elect Director Anne M. Tatlock          For       For          Management
15    Elect Director Craig B. Thompson        For       For          Management
16    Elect Director Wendell P. Weeks         For       For          Management
17    Elect Director Peter C. Wendell         For       For          Management
18    Ratify Auditors                         For       For          Management
19    Approve Omnibus Stock Plan              For       For          Management
20    Approve Non-Employee Director Omnibus   For       Against      Management
      Stock Plan


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D   For       For          Management
1.2   Elect Director Alfred F. Kelly, Jr.     For       For          Management
1.3   Elect Director James M. Kilts           For       For          Management
1.4   Elect Director David Satcher, M.D.,     For       For          Management
      Ph.D.
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William H. Gates, III    For       For          Management
2     Elect Director Steven A. Ballmer        For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria Klawe              For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Permit Right to Call Special Meeting    For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Report on Charitable Contributions      Against   Against      Shareholder


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

NEWS CORPORATION

Ticker:       NWSA           Security ID:  65248E203
Meeting Date: OCT 16, 2009   Meeting Type: Annual
Record Date:  AUG 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jose Maria Aznar         For       For          Management
1.2   Elect Director Natalie Bancroft         For       Abstain      Management
1.3   Elect Director Peter L. Barnes          For       For          Management
1.4   Elect Director Chase Carey              For       For          Management
1.5   Elect Director Kenneth E. Cowley        For       For          Management
1.6   Elect Director David F. DeVoe           For       For          Management
1.7   Elect Director Viet Dinh                For       Abstain      Management
1.8   Elect Director Sir Roderick I.          For       Abstain      Management
      Eddington
1.9   Elect Director Mark Hurd                For       For          Management
1.10  Elect Director Andrew S.B. Knight       For       Abstain      Management
1.11  Elect Director James R. Murdoch         For       For          Management
1.12  Elect Director K. Rupert Murdoch        For       For          Management
1.13  Elect Director Lachlan K. Murdoch       For       For          Management
1.14  Elect Director Thomas J. Perkins        For       Abstain      Management
1.15  Elect Director Arthur M. Siskind        For       For          Management
1.16  Elect Director John L. Thornton         For       Abstain      Management
2     Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Arthur C. Martinez       For       For          Management
8     Elect Director Indra K. Nooyi           For       For          Management
9     Elect Director Sharon P. Rockefeller    For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Elect Director Lloyd G. Trotter         For       For          Management
12    Elect Director Daniel Vasella           For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Report on Charitable Contributions      Against   Against      Shareholder
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
17    Report on  Public Policy Advocacy       Against   Against      Shareholder
      Process


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director Michael S. Brown         For       For          Management
3     Elect Director M. Anthony Burns         For       Against      Management
4     Elect Director Robert N. Burt           For       For          Management
5     Elect Director W. Don Cornwell          For       For          Management
6     Elect Director Frances D. Fergusson     For       For          Management
7     Elect Director William H. Gray III      For       For          Management
8     Elect Director Constance J. Horner      For       For          Management
9     Elect Director James M. Kilts           For       For          Management
10    Elect Director Jeffrey B. Kindler       For       For          Management
11    Elect Director George A. Lorch          For       For          Management
12    Elect Director John P. Mascotte         For       For          Management
13    Elect Director Suzanne Nora Johnson     For       For          Management
14    Elect Director Stephen W. Sanger        For       For          Management
15    Elect Director William C. Steere, Jr.   For       Against      Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
18    Provide Right to Call Special Meeting   For       For          Management
19    Prohibit Executive Stock-Based Awards   Against   Against      Shareholder


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

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


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

PNC FINANCIAL SERVICES GROUP, INC., THE

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard O. Berndt        For       For          Management
2     Elect Director Charles E. Bunch         For       For          Management
3     Elect Director Paul W. Chellgren        For       For          Management
4     Elect Director Robert N. Clay           For       For          Management
5     Elect Director Kay Coles James          For       For          Management
6     Elect Director Richard B. Kelson        For       For          Management
7     Elect Director Bruce C. Lindsay         For       For          Management
8     Elect Director Anthony A. Massaro       For       For          Management
9     Elect Director Jane G. Pepper           For       For          Management
10    Elect Director James E. Rohr            For       For          Management
11    Elect Director Donald J. Shepard        For       For          Management
12    Elect Director Lorene K. Steffes        For       For          Management
13    Elect Director Dennis F. Strigl         For       For          Management
14    Elect Director Stephen G. Thieke        For       For          Management
15    Elect Director Thomas J. Usher          For       For          Management
16    Elect Director George H. Walls, Jr.     For       For          Management
17    Elect Director Helge H. Wehmeier        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
20    Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
21    TARP Related Compensation               Against   Against      Shareholder


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 13, 2009   Meeting Type: Annual
Record Date:  AUG 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kenneth I. Chenault      For       For          Management
2     Elect Director Scott D. Cook            For       Against      Management
3     Elect Director Rajat K. Gupta           For       For          Management
4     Elect Director A.G. Lafley              For       For          Management
5     Elect Director Charles R. Lee           For       For          Management
6     Elect Director Lynn M. Martin           For       For          Management
7     Elect Director Robert A. McDonald       For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director Johnathan A. Rodgers     For       For          Management
10    Elect Director Ralph Snyderman          For       For          Management
11    Elect Director Mary Agnes Wilderotter   For       For          Management
12    Elect Director Patricia A. Woertz       For       For          Management
13    Elect Director Ernesto Zedillo          For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Code of Regulations               For       For          Management
16    Approve Omnibus Stock Plan              For       For          Management
17    Provide for Cumulative Voting           Against   Against      Shareholder
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259206
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Charles Holliday as Director      For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Malcolm Brinded as Director    For       For          Management
6     Re-elect Simon Henry as Director        For       For          Management
7     Re-elect Lord Kerr of Kinlochard as     For       For          Management
      Director
8     Re-elect Wim Kok as Director            For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Christine Morin-Postel as      For       For          Management
      Director
11    Re-elect Jorma Ollila as Director       For       For          Management
12    Re-elect Jeroen van der Veer as         For       For          Management
      Director
13    Re-elect Peter Voser as Director        For       For          Management
14    Re-elect Hans Wijers as Director        For       For          Management
15    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Approve Scrip Dividend Scheme           For       For          Management
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Adopt New Articles of Association       For       For          Management
23    Direct the Audit Committee or a Risk    Against   Against      Shareholder
      Committee of the Board to Commission
      and Review a Report on Investment Risks
      Associated with Future Canadian Oil
      Sands Projects


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

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


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

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


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

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Burnes                For       For          Management
2     Elect Director P. Coym                  For       For          Management
3     Elect Director P. De Saint-Aignan       For       For          Management
4     Elect Director A. Fawcett               For       For          Management
5     Elect Director D. Gruber                For       For          Management
6     Elect Director L. Hill                  For       For          Management
7     Elect Director J. Hooley                For       For          Management
8     Elect Director R. Kaplan                For       For          Management
9     Elect Director C. LaMantia              For       For          Management
10    Elect Director R. Logue                 For       For          Management
11    Elect Director R. Sergel                For       For          Management
12    Elect Director R. Skates                For       For          Management
13    Elect Director G. Summe                 For       For          Management
14    Elect Director R. Weissman              For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Report on Pay Disparity                 Against   Against      Shareholder


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

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


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James L. Barksdale       For       For          Management
2     Elect Director William P. Barr          For       For          Management
3     Elect Director Jeffrey L. Bewkes        For       For          Management
4     Elect Director Stephen F. Bollenbach    For       For          Management
5     Elect Director Frank J. Caufield        For       For          Management
6     Elect Director Robert C. Clark          For       For          Management
7     Elect Director Mathias Dopfner          For       For          Management
8     Elect Director Jessica P. Einhorn       For       For          Management
9     Elect Director Fred Hassan              For       For          Management
10    Elect Director Michael A. Miles         For       For          Management
11    Elect Director Kenneth J. Novack        For       For          Management
12    Elect Director Deborah C. Wright        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
17    Stock Retention/Holding Period          Against   Against      Shareholder
18    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

TORCHMARK CORPORATION

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Adair         For       For          Management
1.2   Elect Director Lloyd W. Newton          For       For          Management
1.3   Elect Director Darren M. Rebelez        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Rescind Fair Price Provision            For       For          Management


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 21, 2010   Meeting Type: Annual/Special
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.28 per Share
4     Approve Auditors' Special Report        For       For          Management
      Regarding Related-Party Transactions
5     Approve Transaction with Christophe de  For       For          Management
      Margerie Re: Severance Payment
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Reelect Thierry Desmarest as Director   For       For          Management
8     Reelect Thierry de Rudder as Director   For       For          Management
9     Elect Gunnar Brock as Director          For       For          Management
10    Elect Claude Clement as Representative  For       For          Management
      of Employee Shareholders to the Board
11    Elect Philippe Marchandise as           Against   For          Management
      Representative of Employee Shareholders
      to the Board
12    Elect Mohammed Zaki as Representative   Against   For          Management
      of Employee Shareholders to the Board
13    Reelect Ernst & Young Audit as Auditor  For       For          Management
14    Reelect KPMG Audit as Auditor           For       For          Management
15    Ratify Auditex as Alternate Auditor     For       For          Management
16    Ratify KPMG Audit I.S. as Alternate     For       For          Management
      Auditor
17    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 2.5 Billion
18    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 850 million
19    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
20    Approve Employee Stock Purchase Plan    For       For          Management
21    Authorize up to 0.1 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
A     Amend Article 9 of Bylaws Re: Mutual    Against   Against      Shareholder
      Fund


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

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       Withhold     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


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas M. Baker, Jr.    For       For          Management
2     Elect Director Y. Marc Belton           For       For          Management
3     Elect Director Victoria Buyniski        For       For          Management
      Gluckman
4     Elect Director Arthur D. Collins, Jr.   For       For          Management
5     Elect Director Richard K. Davis         For       For          Management
6     Elect Director Joel W. Johnson          For       For          Management
7     Elect Director Olivia F. Kirtley        For       For          Management
8     Elect Director Jerry W. Levin           For       For          Management
9     Elect Director David B. O'Maley         For       For          Management
10    Elect Director O'dell M. Owens, M.D.,   For       For          Management
      M.P.H.
11    Elect Director Richard G. Reiten        For       For          Management
12    Elect Director Craig D. Schnuck         For       For          Management
13    Elect Director Patrick T. Stokes        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation


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

UNILEVER NV

Ticker:       UNA            Security ID:  904784709
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Management Board      None      None         Management
      (Non-Voting)
2     Approve Financial Statements and        For       For          Management
      Allocation of Income
3     Approve Discharge of Executive          For       For          Management
      Directors
4     Approve Discharge of Non-Executive      For       For          Management
      Directors
5     Reelect P.G.J.M. Polman to Executive    For       For          Management
      Board
6     Elect R.J-M.S. Huet to Executive Board  For       For          Management
7     Reelect L.O. Fresco as Non-Executive    For       For          Management
      Director
8     Reelect A.M. Fudge as Non-Executive     For       For          Management
      Director
9     Reelect C.E. Golden as Non-Executive    For       For          Management
      Director
10    Reelect B.E. Grote as Non-Executive     For       For          Management
      Director
11    Reelect H. Nyasulu as Non-Executive     For       For          Management
      Director
12    Reelect K.J. Storm as Non-Executive     For       For          Management
      Director
13    Reelect M. Treschow as Non-Executive    For       For          Management
      Director
14    Reelect J. van der Veer as              For       For          Management
      Non-Executive Director
15    Elect P. Walsh as Non-Executive         For       For          Management
      Director
16    Elect M. Rifkind as Non-Executive       For       For          Management
      Director
17    Approve Management Co-Investment Plan   For       For          Management
18    Amend Performance Criteria of the       For       For          Management
      Annual Bonus
19    Amend Performance Criteria of the       For       For          Management
      Long-Term Incentive Plan
20    Approve Cancellation of 4 Percent       For       For          Management
      Cumulative Preference Shares
21    Authorize Repurchase of 6% Cumulative   For       For          Management
      Preference Shares and 7% Cumulative
      Preference Shares
22    Authorize Repurchase of Up to Ten       For       For          Management
      Percent of Issued Share Capital
23    Approve Authorization to Cancel         For       For          Management
      Ordinary Shares
24    Grant Board Authority to Issue Shares   For       For          Management
      Up To10 Percent of Issued Capital Plus
      Additional 10 Percent in Case of
      Takeover/Merger and
      Restricting/Excluding Preemptive Rights
25    Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
26    Allow Questions and Close Meeting       None      None         Management


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

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


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director M. Frances Keeth         For       For          Management
3     Elect Director Robert W. Lane           For       For          Management
4     Elect Director Sandra O. Moose          For       For          Management
5     Elect Director Joseph Neubauer          For       For          Management
6     Elect Director Donald T. Nicolaisen     For       For          Management
7     Elect Director Thomas H. O'Brien        For       For          Management
8     Elect Director Clarence Otis, Jr.       For       For          Management
9     Elect Director Hugh B. Price            For       For          Management
10    Elect Director Ivan G. Seidenberg       For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Elect Director John W. Snow             For       For          Management
13    Elect Director John R. Stafford         For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Prohibit Executive Stock-Based Awards   Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination Based on Sexual
      Orientation and Gender Identity
18    Performance-Based Equity Awards         Against   Against      Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Adopt Policy on Succession Planning     Against   For          Shareholder
21    Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
22    Stock Retention/Holding Period          Against   For          Shareholder


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sheila P. Burke          For       For          Management
2     Elect Director George A. Schaefer, Jr.  For       For          Management
3     Elect Director Jackie M. Ward           For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Report on Conversion to Non-Profit      Against   Against      Shareholder
      Status
6     Report on Lobbying Expenses             Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Reincorporate in Another State [from    Against   For          Shareholder
      Indiana to Delaware]


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

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


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

WESTERN UNION COMPANY, THE

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dinyar S. Devitre        For       For          Management
2     Elect Director Christina A. Gold        For       For          Management
3     Elect Director Betsy D. Holden          For       For          Management
4     Elect Director Wulf Von Schimmelmann    For       For          Management
5     Ratify Auditors                         For       For          Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: JUL 20, 2009   Meeting Type: Annual
Record Date:  JUN 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3.1   Elect Director Robert M. Amen           For       For          Management
3.2   Elect Director Michael J. Critelli      For       For          Management
3.3   Elect Director Frances D. Fergusson     For       For          Management
3.4   Elect Director Victor F. Ganzi          For       For          Management
3.5   Elect Director Robert Langer            For       For          Management
3.6   Elect Director John P. Mascotte         For       For          Management
3.7   Elect Director Raymond J. McGuire       For       For          Management
3.8   Elect Director Mary Lake Polan          For       For          Management
3.9   Elect Director Bernard Poussot          For       For          Management
3.10  Elect Director Gary L. Rogers           For       For          Management
3.11  Elect Director John R. Torell III       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

========== 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): Morgan Stanley Value Fund


By (Signature and Title)* /s/ Randy Takian
                          -----------------------------------------
                          Randy Takian
                          President and Principal Executive Officer

Date August 25, 2010

*    Print the name and title of each signing officer under his or her
     signature.