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 811-07245

                          Morgan Stanley Balanced 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: 1/31

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

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

ICA File Number: 811-07245
Reporting Period: 07/01/2009 - 05/31/2010
Morgan Stanley Balanced Fund









========================= MORGAN STANLEY BALANCED 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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AGILENT TECHNOLOGIES, INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul N. Clark            For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Ratify Auditors                         For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management


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AMERICAN ELECTRIC POWER COMPANY, INC.

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

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


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director H. Paulett Eberhart      For       For          Management
2     Elect Director Preston M. Geren III     For       For          Management
3     Elect Director James T. Hackett         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
6     Reimburse Expenses Incurred by          Against   For          Shareholder
      Stockholder in Contested Election of
      Directors


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AVERY DENNISON CORPORATION

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rolf Borjesson           For       For          Management
2     Elect Director Peter W. Mullin          For       For          Management
3     Elect Director Patrick T. Siewert       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management


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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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BAYER AG

Ticker:       BAYN           Security ID:  072730302
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        For       For          Management
      Statutory Reports; Approve Allocation
      of Income and Dividends of EUR 1.40 per
      Share for Fiscal 2009
2     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2009
3     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2009
4     Approve Remuneration System for         For       For          Management
      Management Board Members
5     Approve Creation of EUR 530 Million     For       For          Management
      Pool of Capital with Partial Exclusion
      of Preemptive Rights
6     Approve Creation of EUR 211.7 Million   For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 6
      Billion; Approve Creation of EUR 211.7
      Million Pool of Capital to Guarantee
      Conversion Rights
8     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
9     Amend Articles Re: New German           For       For          Management
      Legislation (Law on Transposition of EU
      Shareholder's Rights Directive)
10    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2010


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Allison IV       For       For          Management
1.2   Elect Director Jennifer S. Banner       For       For          Management
1.3   Elect Director K. David Boyer, Jr.      For       For          Management
1.4   Elect Director Anna R. Cablik           For       For          Management
1.5   Elect Director Ronald E. Deal           For       Withhold     Management
1.6   Elect Director Barry J. Fitzpatrick     For       For          Management
1.7   Elect Director Littleton Glover, Jr.    For       Withhold     Management
1.8   Elect Director L. Vincent Hackley PhD   For       For          Management
1.9   Elect Director Jane P. Helm             For       For          Management
1.10  Elect Director John P. Howe III, MD     For       For          Management
1.11  Elect Director Kelly S. King            For       For          Management
1.12  Elect Director James H. Maynard         For       For          Management
1.13  Elect Director Albert O. McCauley       For       For          Management
1.14  Elect Director J. Holmes Morrison       For       For          Management
1.15  Elect Director Nido R. Qubein           For       Withhold     Management
1.16  Elect Director Thomas E. Skains         For       For          Management
1.17  Elect Director Thomas N. Thompson       For       For          Management
1.18  Elect Director Stephen T. Williams      For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Overdraft Policies and        Against   Against      Shareholder
      Practices, and Impacts to Borrowers


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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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CHARLES SCHWAB CORPORATION, THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arun Sarin               For       For          Management
1.2   Elect Director Paula A. Sneed           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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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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CINTAS CORP.

Ticker:       CTAS           Security ID:  172908105
Meeting Date: OCT 20, 2009   Meeting Type: Annual
Record Date:  AUG 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gerald S. Adolph         For       For          Management
2     Elect Director Paul R. Carter           For       For          Management
3     Elect Director Gerald V. Dirvin         For       For          Management
4     Elect Director Richard T. Farmer        For       For          Management
5     Elect Director Scott D. Farmer          For       For          Management
6     Elect Director Joyce Hergenhan          For       For          Management
7     Elect Director James J. Johnson         For       For          Management
8     Elect Director Robert J. Kohlhepp       For       For          Management
9     Elect Director David C. Phillips        For       Against      Management
10    Elect Director Ronald W. Tysoe          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Adopt Principles for Health Care Reform Against   Against      Shareholder


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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)


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COMCAST CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Judith Rodin             For       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


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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


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

COVIDIEN PLC

Ticker:       COV            Security ID:  G2554F105
Meeting Date: MAR 16, 2010   Meeting Type: Annual
Record Date:  JAN 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2a    Elect Craig Arnold as Director          For       For          Management
2b    Elect Robert H. Brust as Director       For       For          Management
2c    Elect John M. Connors, Jr. as Director  For       For          Management
2d    Elect Christopher J. Coughlin as        For       For          Management
      Director
2e    Elect Timothy M. Donahue as Director    For       For          Management
2f    Elect Kathy J. Herbert as Director      For       For          Management
2g    Elect Randall J. Hogan, III as Director For       For          Management
2h    Elect Richard J. Meelia as Director     For       For          Management
2i    Elect Dennis H. Reilley as Director     For       For          Management
2j    Elect Tadataka Yamada as Director       For       For          Management
2k    Elect Joseph A. Zaccagnino as Director  For       For          Management
3     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration Auditors
4     Authorize Share Repurchase Program      For       For          Management
5     Authorize Reissuance of Treasury Shares For       For          Management


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

DOVER CORPORATION

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

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


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Arnold A. Allemang       For       For          Management
2     Elect Director Jacqueline K. Barton     For       For          Management
3     Elect Director James A. Bell            For       For          Management
4     Elect Director Jeff M. Fettig           For       For          Management
5     Elect Director Barbara H. Franklin      For       For          Management
6     Elect Director John B. Hess             For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director Paul Polman              For       For          Management
9     Elect Director Dennis H. Reilley        For       For          Management
10    Elect Director James M. Ringler         For       For          Management
11    Elect Director Ruth G. Shaw             For       For          Management
12    Elect Director Paul G. Stern            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide Right to Call Special Meeting   For       For          Management
15    Report on Environmental Remediation in  Against   Against      Shareholder
      Midland Area
16    Stock Retention/Holding Period          Against   For          Shareholder
17    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

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


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

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


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

ENTERGY CORPORATION

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

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


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

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 13, 2009   Meeting Type: Annual
Record Date:  SEP 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rose Marie Bravo         For       Withhold     Management
1.2   Elect Director Paul J. Fribourg         For       For          Management
1.3   Elect Director Mellody Hobson           For       For          Management
1.4   Elect Director Irvine O. Hockaday, Jr.  For       For          Management
1.5   Elect Director Barry S. Sternlicht      For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORPORATION

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

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


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 28, 2009   Meeting Type: Annual
Record Date:  AUG 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director John A. Edwardson        For       For          Management
1.3   Elect DirectorJudith L. Estrin          For       For          Management
1.4   Elect Director J.R. Hyde, III           For       For          Management
1.5   Elect Director Shirley A. Jackson       For       For          Management
1.6   Elect Director Steven R. Loranger       For       For          Management
1.7   Elect Director Gary W. Loveman          For       For          Management
1.8   Elect Director Susan C. Schwab          For       For          Management
1.9   Elect Director Frederick W. Smith       For       For          Management
1.10  Elect Director Joshua I. Smith          For       For          Management
1.11  Elect Director David P. Steiner         For       For          Management
1.12  Elect Director Paul S. Walsh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   For          Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       For          Management
1.2   Elect Director Ulysses L. Bridgeman,    For       For          Management
      Jr.
1.3   Elect Director Emerson L. Brumback      For       For          Management
1.4   Elect Director James P. Hackett         For       For          Management
1.5   Elect Director Gary R. Heminger         For       For          Management
1.6   Elect Director Jewell D. Hoover         For       For          Management
1.7   Elect Director Kevin T. Kabat           For       For          Management
1.8   Elect Director Mitchel D. Livingston,   For       For          Management
      PhD
1.9   Elect Director Hendrik G. Meijer        For       For          Management
1.10  Elect Director John J. Schiff, Jr.      For       For          Management
1.11  Elect Director Dudley S. Taft           For       Withhold     Management
1.12  Elect Director Marsha C. Williams       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Eliminate Cumulative Voting             For       For          Management
4     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Require Independent Board Chairman      Against   For          Shareholder


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

FIRST HORIZON NATIONAL CORPORATION

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Carter         For       For          Management
1.2   Elect Director Mark A. Emkes            For       For          Management
1.3   Elect Director D. Bryan Jordan          For       For          Management
1.4   Elect Director R. Brad Martin           For       For          Management
1.5   Elect Director Vicki R. Palmer          For       For          Management
1.6   Elect Director Michael D. Rose          For       For          Management
1.7   Elect Director William B. Sansom        For       For          Management
1.8   Elect Director Luke Yancy III           For       Withhold     Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

FIRSTENERGY CORP.

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

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


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director Irvine O. Hockaday, Jr.  For       For          Management
1.8   Elect Director Richard A. Manoogian     For       For          Management
1.9   Elect Director Ellen R. Marram          For       For          Management
1.10  Elect Director Alan Mulally             For       For          Management
1.11  Elect Director Homer A. Neal            For       For          Management
1.12  Elect Director Gerald L. Shaheen        For       For          Management
1.13  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt NOL Rights Plan (NOL Pill)        For       For          Management
4     Disclose Prior Government Service       Against   Against      Shareholder
5     Adopt Recapitalization Plan             Against   For          Shareholder
6     Report on Political Contributions       Against   For          Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Prohibit Energy Projects Only Concerned Against   Against      Shareholder
      With CO2 Reduction


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

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


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nicholas D. Chabraja     For       For          Management
2     Elect Director James S. Crown           For       For          Management
3     Elect Director William P. Fricks        For       For          Management
4     Elect Director Jay L. Johnson           For       For          Management
5     Elect Director George A. Joulwan        For       For          Management
6     Elect Director Paul G. Kaminski         For       For          Management
7     Elect Director John M. Keane            For       For          Management
8     Elect Director Lester L. Lyles          For       For          Management
9     Elect Director William A. Osborn        For       For          Management
10    Elect Director Robert Walmsley          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Report on Space-based Weapons Program   Against   Against      Shareholder


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

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


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

HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 24, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry K. Allen           For       For          Management
1.2   Elect Director Richard I. Beattie       For       For          Management
1.3   Elect Director Judson C. Green          For       For          Management
1.4   Elect Director N. Thomas Linebarger     For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Bonus Plan                        For       For          Management
4     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
5     Ratify Auditors                         For       For          Management
6     Approve the Adoption of Simple Majority Against   For          Shareholder
      Vote


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director N.F. Brady               For       For          Management
1.2   Elect Director G.P. Hill                For       For          Management
1.3   Elect Director T.H. Kean                For       For          Management
1.4   Elect Director F.A. Olson               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Report on Political Contributions       Against   For          Shareholder


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

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]


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

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


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

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


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

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


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

LAM RESEARCH CORPORATION

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 5, 2009    Meeting Type: Annual
Record Date:  SEP 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Bagley          For       For          Management
1.2   Elect Director David G. Arscott         For       For          Management
1.3   Elect Director Robert M. Berdahl        For       For          Management
1.4   Elect Director Richard J. Elkus, Jr.    For       For          Management
1.5   Elect Director Grant M. Inman           For       For          Management
1.6   Elect Director Catherine P. Lego        For       For          Management
1.7   Elect Director Stephen G. Newberry      For       For          Management
1.8   Elect Director Patricia S. Wolpert      For       For          Management
2     Eliminate Cumulative Voting             For       For          Management
3     Ratify Auditors                         For       For          Management


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

MANPOWER INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gina R. Boswell          For       For          Management
1.2   Elect Director Jack M. Greenberg        For       For          Management
1.3   Elect Director Terry A. Hueneke         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles of Incorporation to      For       For          Management
      Adopt Majority Voting for Uncontested
      Election of Directors
4     Amend Bylaws to Adopt Majority Voting   For       For          Management
      for Uncontested Election of Directors


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie M. Baker          For       For          Management
1.2   Elect Director Zachary W. Carter        For       For          Management
1.3   Elect Director Brian Duperreault        For       For          Management
1.4   Elect Director Oscar Fanjul             For       For          Management
1.5   Elect Director H. Edward Hanway         For       For          Management
1.6   Elect Director Gwendolyn S. King        For       For          Management
1.7   Elect Director Bruce P. Nolop           For       For          Management
1.8   Elect Director Marc D. Oken             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Act by Written Consent Against   Abstain      Shareholder


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

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


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

NEWMONT MINING CORPORATION

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Glen A. Barton           For       For          Management
2     Elect Director Vincent A. Calarco       For       For          Management
3     Elect Director Joseph A. Carrabba       For       For          Management
4     Elect Director Noreen Doyle             For       For          Management
5     Elect Director Veronica M. Hagen        For       For          Management
6     Elect Director Michael S. Hamson        For       For          Management
7     Elect Director Richard T. O'Brien       For       For          Management
8     Elect Director John B. Prescott         For       For          Management
9     Elect Director Donald C. Roth           For       For          Management
10    Elect Director James V. Taranik         For       For          Management
11    Elect Director Simon Thompson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
14    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director John S. Chalsty          For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Carlos M. Gutierrez      For       For          Management
7     Elect Director Ray R. Irani             For       For          Management
8     Elect Director Irvin W. Maloney         For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Rodolfo Segovia          For       For          Management
11    Elect Director Aziz D. Syriani          For       For          Management
12    Elect Director Rosemary Tomich          For       For          Management
13    Elect Director Walter L. Weisman        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
17    Limit Executive Compensation            Against   Against      Shareholder
18    Require Independent Board Chairman      Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Report on Host Country Social and       Against   Against      Shareholder
      Environmental Laws
21    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
22    Report on Policy for Increasing Safety  Against   Against      Shareholder
      by Reducing Hazardous Substance Usage
      and Re-locating Facilities
23    Double Trigger on Equity Plans          Against   For          Shareholder


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

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


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

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


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James G. Berges          For       For          Management
1.2   Elect Director Victoria F. Haynes       For       For          Management
1.3   Elect Director Martin H. Richenhagen    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Community Environmental       Against   Against      Shareholder
      Impact Disclosure Process


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

PRINCIPAL FINANCIAL GROUP, INC.

Ticker:       PFG            Security ID:  74251V102
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael T. Dan           For       For          Management
2     Elect Director C. Daniel Gelatt         For       For          Management
3     Elect Director Sandra L. Helton         For       For          Management
4     Elect Director Larry D. Zimpleman       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew S. Berwick, Jr.   For       For          Management
1.2   Elect Director Edward W. Gibbons        For       For          Management
1.3   Elect Director Harold M. Messmer, Jr.   For       For          Management
1.4   Elect Director Barbara J. Novogradac    For       Withhold     Management
1.5   Elect Director Robert J. Pace           For       For          Management
1.6   Elect Director Frederick A. Richman     For       For          Management
1.7   Elect Director J. Stephen Schaub        For       For          Management
1.8   Elect Director M. Keith Waddell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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

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


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 7, 2010    Meeting Type: Annual
Record Date:  FEB 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect P. Camus as Director              For       For          Management
1.2   Elect P. Currie as Director             For       For          Management
1.3   Elect J.S. Gorelick as Director         For       For          Management
1.4   Elect A. Gould as Director              For       For          Management
1.5   Elect T. Isaac as Director              For       For          Management
1.6   Elect K.V. Kamath as Director           For       For          Management
1.7   Elect N. Kudryavtsev as Director        For       For          Management
1.8   Elect A. Lajous as Director             For       For          Management
1.9   Elect M.E. Marks as Director            For       For          Management
1.10  Elect L.R. Reif as Director             For       For          Management
1.11  Elect T.I. Sandvold as Director         For       For          Management
1.12  Elect H. Seydoux as Director            For       For          Management
2     Adopt and Approve Financials and        For       For          Management
      Dividends
3     Approve 2010 Omnibus Stock Incentive    For       For          Management
      Plan
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

SIEMENS AG

Ticker:       SIE            Security ID:  826197501
Meeting Date: JAN 26, 2010   Meeting Type: Annual
Record Date:  DEC 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Supervisory Board Report,       None      None         Management
      Corporate Governance Report,
      Remuneration Report, and Compliance
      Report for Fiscal 2008/2009
      (Non-Voting)
2     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2008/2009
      (Non-Voting)
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.60 per Share
4a    Approve Discharge of Management Board   For       For          Management
      Member Peter Loescher for Fiscal
      2008/2009
4b    Approve Discharge of Management Board   For       For          Management
      Member Wolfgang Dehen for Fiscal
      2008/2009
4c    Approve Discharge of Management Board   For       For          Management
      Member Heinrich Hiesinger for Fiscal
      2008/2009
4d    Approve Discharge of Management Board   For       For          Management
      Member Joe Kaeser for Fiscal 2008/2009
4e    Approve Discharge of Management Board   For       For          Management
      Member Barbara Kux for Fiscal 2008/2009
4f    Approve Discharge of Management Board   For       For          Management
      Member Jim Reid-Anderson for Fiscal
      2008/2009
4g    Approve Discharge of Management Board   For       For          Management
      Member Hermann Requardt for Fiscal
      2008/2009
4h    Approve Discharge of Management Board   For       For          Management
      Member Siegfried Russwurm for Fiscal
      2008/2009
4i    Approve Discharge of Management Board   For       For          Management
      Member Peter Solmssen for Fiscal
      2008/2009
5a    Approve Discharge of Supervisory Board  For       For          Management
      Member Gerhard Cromme for Fiscal
      2008/2009
5b    Approve Discharge of Supervisory Board  For       For          Management
      Member Berthold Huber for Fiscal
      2008/2009
5c    Approve Discharge of Supervisory Board  For       For          Management
      Member Ralf Heckmann for Fiscal
      2008/2009
5d    Approve Discharge of Supervisory Board  For       For          Management
      Member Josef Ackermann for Fiscal
      2008/2009
5e    Approve Discharge of Supervisory Board  For       For          Management
      Member Lothar Adler for Fiscal
      2008/2009
5f    Approve Discharge of Supervisory Board  For       For          Management
      Member Jean-Louis Beffa for Fiscal
      2008/2009
5g    Approve Discharge of Supervisory Board  For       For          Management
      Member Gerd von Brandenstein for Fiscal
      2008/2009
5h    Approve Discharge of Supervisory Board  For       For          Management
      Member Michael Diekmann for Fiscal
      2008/2009
5i    Approve Discharge of Supervisory Board  For       For          Management
      Member Hans Michael Gaul for Fiscal
      2008/2009
5j    Approve Discharge of Supervisory Board  For       For          Management
      Member Peter Gruss for Fiscal 2008/2009
5k    Approve Discharge of Supervisory Board  For       For          Management
      Member Bettina Haller for Fiscal
      2008/2009
5l    Approve Discharge of Supervisory Board  For       For          Management
      Member Hans-Juergen Hartung for Fiscal
      2008/2009
5m    Approve Discharge of Supervisory Board  For       For          Management
      Member Heinz Hawreliuk for Fiscal
      2008/2009
5n    Approve Discharge of Supervisory Board  For       For          Management
      Member Harald Kern for Fiscal 2008/2009
5o    Approve Discharge of Supervisory Board  For       For          Management
      Member Nicola Leibinger-Kammueller for
      Fiscal 2008/2009
5p    Approve Discharge of Supervisory Board  For       For          Management
      Member Werner Moenius for Fiscal
      2008/2009
5q    Approve Discharge of Supervisory Board  For       For          Management
      Member Hakan Samuelsson for Fiscal
      2008/2009
5r    Approve Discharge of Supervisory Board  For       For          Management
      Member Dieter Scheitor for Fiscal
      2008/2009
5s    Approve Discharge of Supervisory Board  For       For          Management
      Member Rainer Sieg for Fiscal 2008/2009
5t    Approve Discharge of Supervisory Board  For       For          Management
      Member Birgit Steinborn for Fiscal
      2008/2009
5u    Approve Discharge of Supervisory Board  For       For          Management
      Member Lord Iain Vallance of Tummel for
      Fiscal 2008/2009
5v    Approve Discharge of Supervisory Board  For       For          Management
      Member Sibylle Wankel for Fiscal
      2008/2009
6     Approve Remuneration System for         For       For          Management
      Management Board Members
7a    Ratify Ernst & Young GmbH as Auditors   For       For          Management
      for Fiscal 2009/2010
7b    Ratify Ernst & Young GmbH as Auditors   For       For          Management
      for the Inspection of the Abbreviated
      Financial Statements for the First Half
      of Fiscal 2009/2010
8     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
9     Authorize Use of Financial Derivatives  For       For          Management
      of up to 5 Percent of Issued Share
      Capital when Repurchasing Shares
10    Approve Issuance of Warrants/Bonds with For       For          Management
      Warrants Attached/Convertible Bonds
      without Preemptive Rights up to
      Aggregate Nominal Amount of EUR 15
      Billion; Approve Creation of EUR 600
      Million Pool of Capital to Guarantee
      Conversion Rights
11    Amend Articles Re: Convocation of,      For       For          Management
      Participation in, Video and Audio
      Transmission of, and Exercise of Voting
      Rights at General Meeting; Other
      Statutory Changes due to New German
      Legislation (Law on Transposition of EU
      Shareholder's Rights Directive)
12a   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Karl-Hermann Baumann
      Concluded on Dec. 2, 2009
12b   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Johannes Feldmayer
      Concluded on Dec. 2, 2009
12c   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Klaus Kleinfeld
      Concluded on Dec. 2, 2009
12d   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Edward Krubasik
      Concluded on Dec. 2, 2009
12e   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Rudi Lamprecht Concluded
      on Dec. 2, 2009
12f   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Heinrich von Pierer
      Concluded on Dec. 2, 2009
12g   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Juergen Radomski
      Concluded on Dec. 2, 2009
12h   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Uriel Sharef Concluded
      on Dec. 2, 2009
12i   Approve Settlement Agreement Between    For       For          Management
      Siemens AG and Klaus Wucherer Concluded
      on Dec. 2, 2009
13    Approve Settlement Between Siemens AG   For       For          Management
      and Group of D&O Liability and
      Indemnification Insurers Concluded on
      Dec. 2, 2009
14    Approve Amendments to Remuneration of   Against   For          Shareholder
      Supervisory Board
15    Amend Corporate Purpose                 Against   Against      Shareholder


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 24, 2010   Meeting Type: Annual
Record Date:  JAN 14, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard Schultz           For       For          Management
1.2   Elect Director Barbara Bass             For       For          Management
1.3   Elect Director William W. Bradley       For       For          Management
1.4   Elect Director Mellody Hobson           For       For          Management
1.5   Elect Director Kevin R. Johnson         For       For          Management
1.6   Elect Director Olden Lee                For       For          Management
1.7   Elect Director Sheryl Sandberg          For       For          Management
1.8   Elect Director James G. Shennan, Jr.    For       For          Management
1.9   Elect Director Javier G. Teruel         For       For          Management
1.10  Elect Director Myron E. Ullman, III     For       For          Management
1.11  Elect Director Craig E. Weatherup       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Comprehensive Recycling Strategy  Against   Against      Shareholder
      for Beverage Containers


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

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


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

SYMANTEC CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Brown         For       For          Management
1.2   Elect Director William T. Coleman       For       For          Management
1.3   Elect Director Frank E. Dangeard        For       For          Management
1.4   Elect Director Geraldine B. Laybourne   For       For          Management
1.5   Elect Director David L. Mahoney         For       For          Management
1.6   Elect Director Robert S. Miller         For       For          Management
1.7   Elect Director Enrique Salem            For       For          Management
1.8   Elect Director Daniel H. Schulman       For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director V. Paul Unruh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

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


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

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


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Reelect Edward Breen as Director        For       For          Management
3.2   Elect Michael Daniels as Director       For       For          Management
3.3   Reelect Timothy Donahue as Director     For       For          Management
3.4   Reelect Brian Duperreault as Director   For       For          Management
3.5   Reelect Bruce Gordon as Director        For       For          Management
3.6   Reelect Rajiv Gupta as Director         For       For          Management
3.7   Reelect John Krol as Director           For       For          Management
3.8   Reelect Brendan O'Neill as Director     For       For          Management
3.9   Reelect William Stavropoulos as         For       For          Management
      Director
3.10  Reelect Sandra Wijnberg as Director     For       For          Management
3.11  Reelect R. David Yost as Director       For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2009/2010
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss    For       For          Management
5b    Approve CHF 407.4 Million Reduction in  For       For          Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting     For       For          Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)        For       Against      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


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven A. Davis          For       For          Management
1.2   Elect Director William C. Foote         For       For          Management
1.3   Elect Director Mark P. Frissora         For       For          Management
1.4   Elect Director Alan G. McNally          For       For          Management
1.5   Elect Director Nancy M. Schlichting     For       For          Management
1.6   Elect Director David Y. Schwartz        For       For          Management
1.7   Elect Director Alejandro Silva          For       For          Management
1.8   Elect Director James A. Skinner         For       For          Management
1.9   Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Stock Option Plan                 For       For          Management
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder
5     Performance-Based Equity Awards         Against   For          Shareholder
6     Report on Charitable Contributions      Against   Against      Shareholder


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

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

========== 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 Balanced 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.