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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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                                   FORM N-PX

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              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                 INVESTMENT COMPANY ACT FILE NUMBER: 811-2514

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                              ING VARIABLE FUNDS
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

                         7337 E. DOUBLETREE RANCH ROAD
                             SCOTTSDALE, AZ 85258
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

  (NAME AND ADDRESS OF AGENT FOR SERVICE)           WITH COPIES TO:

          THERESA K. KELETY, ESQ.                PHILIP H. NEWMAN, ESQ.
           ING INVESTMENTS, LLC                   GOODWIN PROCTER, LLP
       7337 E. DOUBLETREE RANCH ROAD                 EXCHANGE PLACE
           SCOTTSDALE, AZ 85258                     53 STATE STREET
                                                    BOSTON, MA 02109

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 992-0180

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Date of fiscal year end: December 31

Date of reporting period: July 1, 2009 - June 30, 2010

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Item 1. Proxy Voting Record

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


ICA File Number: 811-02514
Reporting Period: 07/01/2009 - 06/30/2010
ING Variable Funds


======================= ING Growth and Income Portfolio ========================


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       Withhold     Management
1.4   Elect Director W.J. Farrell             For       Withhold     Management
1.5   Elect Director H.L. Fuller              For       Withhold     Management
1.6   Elect Director W.A. Osborn              For       Withhold     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       Withhold     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   Against      Shareholder
      Officers' Compensation
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank M. Clark           For       For          Management
2     Elect Director Betsy Z. Cohen           For       For          Management
3     Elect Director Molly J. Coye            For       For          Management
4     Elect Director Roger N. Farah           For       For          Management
5     Elect Director Barbara Hackman Franklin For       For          Management
6     Elect Director Jeffrey E. Garten        For       For          Management
7     Elect Director Earl G. Graves           For       For          Management
8     Elect Director Gerald Greenwald         For       For          Management
9     Elect Director Ellen M. Hancock         For       For          Management
10    Elect Director Richard J. Harrington    For       For          Management
11    Elect Director Edward J. Ludwig         For       For          Management
12    Elect Director Joseph P. Newhouse       For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Ratify Auditors                         For       For          Management
15    Approve Omnibus Stock Plan              For       For          Management
16    Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
17    Amend Executive Incentive Bonus Plan    For       For          Management
18    Provide for Cumulative Voting           Against   Against      Shareholder
19    Require Independent Board Chairman      Against   Against      Shareholder


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AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Francisco R. Gros        For       For          Management
1.2   Elect Director Gerald B. Johanneson     For       For          Management
1.3   Elect Director George E. Minnich        For       For          Management
1.4   Elect Director Curtis E. Moll           For       For          Management
2     Ratify Auditors                         For       For          Management


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AMGEN, INC.

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

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


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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanley L. Clark         For       For          Management
1.2   Elect Director Andrew E. Lietz          For       For          Management
1.3   Elect Director Martin H. Loeffler       For       For          Management
2     Ratify Auditors                         For       For          Management


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Eugene C. Fiedorek       For       For          Management
2     Elect Director Patricia Albjerg Graham  For       For          Management
3     Elect Director F.H. Merelli             For       For          Management
4     Ratify Auditors                         For       For          Management


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 25, 2010   Meeting Type: Annual
Record Date:  DEC 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Jerome B. York           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Prepare Sustainability Report           Against   Against      Shareholder
7     Establish Other Board Committee         Against   Against      Shareholder


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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       For          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   Against      Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning     Against   Against      Shareholder
23    Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
24    Claw-back of Payments under             Against   Against      Shareholder
      Restatements


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 26, 2009   Meeting Type: Annual
Record Date:  SEP 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for BHP Billiton Ltd
      and BHP Billiton Plc for the Fiscal
      Year Ended June 30, 2009
2     Elect Carlos Codeiro as a Director of   For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
3     Elect David Crawford as a Director of   For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
4     Elect Gail de Planque as a Director of  For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
5     Elect Marius Kloppers as a Director of  For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
6     Elect Don Argus as a Director of BHP    For       For          Management
      Billiton Ltd and BHP Billiton Plc
7     Elect Wayne Murdy as a Director of BHP  For       For          Management
      Billiton Ltd and BHP Billiton Plc
8     Approve KPMG Audit Plc as Auditors of   For       For          Management
      BHP Billiton Plc
9     Approve Renewal of General Authority to For       For          Management
      Issue of Up to 555.97 Million Shares in
      BHP Billiton Plc in Connection with Its
      Employee Share and Incentive Schemes
10    Renew the Disapplication of Pre-Emption For       For          Management
      Rights in BHP Billiton Plc
11    Authorize Repurchase of Up To 223.11    For       For          Management
      Million Shares in BHP Billiton Plc
12.1  Approve Cancellation of Shares in BHP   For       For          Management
      Billiton Plc Held by BHP Billiton Ltd
      on April 30, 2010
12.2  Approve Cancellation of Shares in BHP   For       For          Management
      Billiton Plc Held by BHP Billiton Ltd
      on June 17, 2010
12.3  Approve Cancellation of Shares in BHP   For       For          Management
      Billiton Plc Held by BHP Billiton Ltd
      on Sept. 15, 2010
12.4  Approve Cancellation of Shares in BHP   For       For          Management
      Billiton Plc Held by BHP Billiton Ltd
      on Nov. 11, 2010
13    Approve Remuneration Report for the     For       For          Management
      Fiscal Year Ended June 30, 2009
14    Approve Grant of Approximately 55,932   For       For          Management
      Deferred Shares, 223,739 Options, and
      424,612 Performance Shares to Marius
      Kloppers, CEO, Pursuant to the Group
      Incentive Scheme and the Long Term
      Incentive Plan


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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   Against      Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation        Against   Against      Shareholder


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 5, 2009    Meeting Type: Annual
Record Date:  SEP 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lew Frankfort            For       For          Management
1.2   Elect Director Susan Kropf              For       For          Management
1.3   Elect Director Gary Loveman             For       For          Management
1.4   Elect Director Ivan Menezes             For       For          Management
1.5   Elect Director Irene Miller             For       For          Management
1.6   Elect Director Michael Murphy           For       For          Management
1.7   Elect Director Jide Zeitlin             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Report on Ending Use of Animal Fur in   Against   Against      Shareholder
      Products


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 1, 2010    Meeting Type: Annual
Record Date:  APR 7, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John E. Klein            For       For          Management
2     Elect Director Lakshmi Narayanan        For       For          Management
3     Elect Director Maureen Breakiron-Evans  For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Ratify Auditors                         For       For          Management


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COMERICA INCORPORATED

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ralph W. Babb, Jr.       For       For          Management
2     Elect Director James F. Cordes          For       For          Management
3     Elect Director Jacqueline P. Kane       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
6     Amend Omnibus Stock Plan                For       Against      Management
7     Declassify the Board of Directors       For       For          Management
8     Eliminate Supermajority Vote            Against   For          Shareholder
      Requirement
9     Claw-back of Payments under             Against   Against      Shareholder
      Restatements
10    Pay For Superior Performance            Against   Against      Shareholder


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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


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DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neil R. Austrian         For       For          Management
1.2   Elect Director Ralph F. Boyd, Jr.       For       For          Management
1.3   Elect Director Paul A. Gould            For       For          Management
1.4   Elect Director Charles R. Lee           For       For          Management
1.5   Elect Director Peter A. Lund            For       For          Management
1.6   Elect Director Gregory B. Maffei        For       For          Management
1.7   Elect Director John C. Malone           For       For          Management
1.8   Elect Director Nancy S. Newcomb         For       For          Management
1.9   Elect Director Haim Saban               For       For          Management
1.10  Elect Director Michael D. White         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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ENCANA CORPORATION

Ticker:       ECA            Security ID:  292505104
Meeting Date: NOV 25, 2009   Meeting Type: Special
Record Date:  OCT 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reorganization/Restructuring    For       For          Management
      Plan to Create Two Companies
2     Approve Employee Stock Option Plan for  For       For          Management
      Cenovus Energy Inc.
3     Approve Shareholder Rights Plan for     For       For          Management
      Cenovus Energy Inc.


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ENTERGY CORPORATION

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

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


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EXXON MOBIL CORPORATION

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

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


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FLUOR CORPORATION

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James T. Hackett         For       For          Management
2     Elect Director Kent Kresa               For       For          Management
3     Elect Director Nader H. Sultan          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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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   Against      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   Against      Shareholder
      Officers' Compensation


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GOLDMAN SACHS GROUP, INC., THE

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

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


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GREAT PLAINS ENERGY INCORPORATED

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David L. Bodde           For       For          Management
1.2   Elect Director Michael J. Chesser       For       For          Management
1.3   Elect Director William H. Downey        For       For          Management
1.4   Elect Director Randall C. Ferguson, Jr. For       For          Management
1.5   Elect Director Gary D. Forsee           For       For          Management
1.6   Elect Director James A. Mitchell        For       For          Management
1.7   Elect Director William C. Nelson        For       For          Management
1.8   Elect Director John J. Sherman          For       For          Management
1.9   Elect Director Linda H. Talbott         For       For          Management
1.10  Elect Director Robert H. West           For       For          Management
2     Ratify Auditors                         For       For          Management


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

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: DEC 8, 2009    Meeting Type: Annual
Record Date:  OCT 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dinesh C. Paliwal        For       For          Management
1.2   Elect Director Edward H. Meyer          For       For          Management
1.3   Elect Director Gary G. Steel            For       For          Management


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

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       For          Management
1.10  Elect Director Lucille S. Salhany       For       For          Management
1.11  Elect Director G. Kennedy Thompson      For       For          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   Against      Shareholder
      Officers' Compensation
14    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Prepare Employment Diversity Report     Against   Against      Shareholder
18    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota]


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

INGERSOLL-RAND PLC

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  JUN 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Ann Berzin as Director            For       For          Management
1b    Elect John Bruton as Director           For       For          Management
1c    Elect Jared Cohon as Director           For       For          Management
1d    Elect Gary Forsee as Director           For       For          Management
1e    Elect Peter Godsoe as Director          For       For          Management
1f    Elect Edward Hagenlocker as Director    For       For          Management
1g    Elect Constance Horner as Director      For       For          Management
1h    Elect Michael Lamach as Director        For       For          Management
1i    Elect Theodore Martin as Director       For       Against      Management
1j    Elect Orin Smith as Director            For       For          Management
1k    Elect Richard Swift as Director         For       Against      Management
1l    Elect Tony White as Director            For       For          Management
2     Approve an Advisory Proposal Relating   For       For          Management
      to Executive Pay-For-Performance
      Compensation Policies and Procedures
3     Approve PricewaterhouseCoopers Auditors For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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

INTEL CORPORATION

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

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


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paget L. Alves           For       For          Management
1.2   Elect Director Patti S. Hart            For       For          Management
1.3   Elect Director Robert A. Mathewson      For       For          Management
1.4   Elect Director Thomas J. Matthews       For       For          Management
1.5   Elect Director Robert J. Miller         For       For          Management
1.6   Elect Director Frederick B. Rentschler  For       For          Management
1.7   Elect Director David E. Roberson        For       For          Management
1.8   Elect Director Philip G. Satre          For       For          Management
2     Ratify Auditors                         For       For          Management


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

J. M. SMUCKER CO., THE

Ticker:       SJM            Security ID:  832696405
Meeting Date: AUG 19, 2009   Meeting Type: Annual
Record Date:  JUN 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul J. Dolan            For       For          Management
2     Elect Director Nancy Lopez Knight       For       For          Management
3     Elect Director Gary A. Oatey            For       For          Management
4     Elect Director Alex Shumate             For       For          Management
5     Elect Director Timothy P. Smucker       For       For          Management
6     Ratify Auditors                         For       For          Management
7     Eliminate Cumulative Voting             For       For          Management
8     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
9     Approve Board to Amend the Amendment    For       For          Management
      Regulations to the Extent Permitted By
      Law


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Culien          For       For          Management
3     Elect Director Michael M. E. Johns      For       For          Management
4     Elect Director Susan L. Lindquist       For       For          Management
5     Elect Director Anne M. Mulcahy          For       For          Management
6     Elect Director Lea F. Mullin            For       For          Management
7     Elect Director William D. Perez         For       For          Management
8     Elect Director Charles Prince           For       For          Management
9     Elect Director David Satcher            For       For          Management
10    Elect Director William C. Welcon        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

JPMORGAN CHASE & CO.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Crandall C. Bowles       For       For          Management
1.2   Elect Director Stephen B. Burke         For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director James S. Crown           For       For          Management
1.5   Elect Director James Dimon              For       For          Management
1.6   Elect Director Ellen V. Futter          For       For          Management
1.7   Elect Director William H. Gray, III     For       For          Management
1.8   Elect Director Laban P. Jackson, Jr.    For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Lee R. Raymond           For       For          Management
1.11  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Affirm Political Non-Partisanship       Against   Against      Shareholder
5     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
6     Report on Collateral in Derivatives     Against   Against      Shareholder
      Trading
7     Provide Right to Act by Written Consent Against   For          Shareholder
8     Require Independent Board Chairman      Against   Against      Shareholder
9     Report on Pay Disparity                 Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   Against      Shareholder


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

LAS VEGAS SANDS CORP

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sheldon G. Adelson       For       For          Management
1.2   Elect Director Irwin Chafetz            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Prepare Sustainability Report           Against   Against      Shareholder
4     Other Business                          For       For          Management


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

LIBERTY MEDIA CORPORATION

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

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


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

LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M708
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Malone           For       Withhold     Management
1.2   Elect Director Robert R. Bennett        For       Withhold     Management
1.3   Elect Director M. Ian G. Gilchrist      For       For          Management
1.4   Elect Director Andrea L. Wong           For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Ratify Auditors                         For       For          Management


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

LINEAR TECHNOLOGY CORPORATION

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 4, 2009    Meeting Type: Annual
Record Date:  SEP 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Swanson, Jr.   For       For          Management
1.2   Elect Director David S. Lee             For       Withhold     Management
1.3   Elect Director Lothar Maier             For       For          Management
1.4   Elect Director Richard M. Moley         For       Withhold     Management
1.5   Elect Director Thomas S. Volpe          For       Withhold     Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

MACY'S, INC.

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

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


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John F. Bookout, III as Director  For       For          Management
1.2   Elect Roger A. Brown as Director        For       For          Management
1.3   Elect Ronald C. Cambre as Director      For       For          Management
1.4   Elect John A. Fees as Director          For       For          Management
1.5   Elect Robert W. Goldman as Director     For       For          Management
1.6   Elect Stephen G. Hanks as Director      For       For          Management
1.7   Elect Oliver D. Kingsley, Jr. as        For       For          Management
      Director
1.8   Elect D. Bradley McWilliams as Director For       For          Management
1.9   Elect Richard W. Mies as Director       For       For          Management
1.10  Elect Thomas C. Schievelbein as         For       For          Management
      Director
1.11  Elect David A. Trice as Director        For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 22, 2009   Meeting Type: Annual
Record Date:  MAY 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andy D. Bryant           For       For          Management
1.2   Elect Director Wayne A. Budd            For       For          Management
1.3   Elect Director John H. Hammergren       For       For          Management
1.4   Elect Director Alton F. Irby, III       For       For          Management
1.5   Elect Director M. Christine Jacobs      For       For          Management
1.6   Elect Director Marie L. Knowles         For       For          Management
1.7   Elect Director David M. Lawrence        For       For          Management
1.8   Elect Director Edward A. Mueller        For       For          Management
1.9   Elect Director Jane E. Shaw             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   Against      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


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

MICROSOFT CORPORATION

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

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


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ben A. Guill             For       For          Management
1.2   Elect Director Roger L. Jarvis          For       For          Management
1.3   Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management


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

NEXEN INC.

Ticker:       NXY            Security ID:  65334H102
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect W.B. Berry as Director            For       For          Management
1.2   Elect R.G. Bertram as Director          For       For          Management
1.3   Elect D.G. Flanagan as Director         For       For          Management
1.4   Elect S.B. Jackson as Director          For       For          Management
1.5   Elect K.J. Jenkins as Director          For       For          Management
1.6   Elect A.A. McLellan as Director         For       For          Management
1.7   Elect E.P. Newell as Director           For       For          Management
1.8   Elect T.C. O'Neill as Director          For       For          Management
1.9   Elect M.F. Romanow as Director          For       For          Management
1.10  Elect F.M. Saville as Director          For       For          Management
1.11  Elect J.M. Willson as Director          For       For          Management
1.12  Elect V.J. Zaleschuk as Director        For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 7, 2009    Meeting Type: Annual
Record Date:  AUG 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Donald L. Lucas          For       For          Management
1.11  Elect Director Charles E. Phillips, Jr. For       For          Management
1.12  Elect Director Naomi O. Seligman        For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Stock Retention/Holding Period          Against   Against      Shareholder


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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cheryl K. Beebe          For       For          Management
1.2   Elect Director Henry F. Frigon          For       For          Management
1.3   Elect Director Hasan Jameel             For       For          Management
1.4   Elect Director Samuel M. Mencoff        For       For          Management
1.5   Elect Director Roger B. Porter          For       For          Management
1.6   Elect Director Paul T. Stecko           For       For          Management
1.7   Elect Director James D. Woodrum         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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

PEPSICO, INC.

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

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


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

PERKINELMER, INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert F. Friel          For       For          Management
2     Elect Director Nicholas A. Lopardo      For       For          Management
3     Elect Director Alexis P. Michas         For       For          Management
4     Elect Director James C. Mullen          For       For          Management
5     Elect Director Vicki L. Sato            For       For          Management
6     Elect Director Gabriel Schmergel        For       For          Management
7     Elect Director Kenton J. Sicchitano     For       For          Management
8     Elect Director Patrick J. Sullivan      For       For          Management
9     Elect Director G. Robert Tod            For       For          Management
10    Ratify Auditors                         For       For          Management


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

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       For          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       For          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


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

PROCTER & GAMBLE COMPANY, THE

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

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


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Irwin Mark Jacobs        For       For          Management
1.7   Elect Director Paul E. Jacobs           For       For          Management
1.8   Elect Director Robert E. Kahn           For       For          Management
1.9   Elect Director Sherry Lansing           For       For          Management
1.10  Elect Director Duane A. Nelles          For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

QUANTA SERVICES, INC.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Ball            For       For          Management
1.2   Elect Director John R. Colson           For       For          Management
1.3   Elect Director J. Michal Conaway        For       For          Management
1.4   Elect Director Ralph R. DiSibio         For       For          Management
1.5   Elect Director Bernard Fried            For       For          Management
1.6   Elect Director Louis C. Golm            For       For          Management
1.7   Elect Director Worthing F. Jackman      For       For          Management
1.8   Elect Director Bruce Ranck              For       For          Management
1.9   Elect Director John R. Wilson           For       For          Management
1.10  Elect Director Pat Wood, III            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas D. Bell, Jr.      For       For          Management
1.2   Elect Director David H. Keyte           For       For          Management
1.3   Elect Director Amy E. Miles             For       For          Management
1.4   Elect Director Lee M. Thomas            For       For          Management
2     Ratify Auditors                         For       For          Management


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

REINSURANCE GROUP OF AMERICA, INCORPORATED

Ticker:       RGA            Security ID:  759351604
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Bartlett      For       For          Management
1.2   Elect Director Alan C. Henderson        For       For          Management
1.3   Elect Director Rachel Lomax             For       For          Management
1.4   Elect Director Fred Sievert             For       For          Management
2     Ratify Auditors                         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


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

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


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

SILGAN HOLDINGS INC.

Ticker:       SLGN           Security ID:  827048109
Meeting Date: JUN 7, 2010    Meeting Type: Annual
Record Date:  APR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Stockholder Voting Standard From  For       For          Management
      A Majority Of Shares Outstanding
      Standard To A Majority Of Votes Cast
      Standard
2     Increase Authorized Common Stock        For       For          Management
3.1   Elect Director R. Philip Silver         For       For          Management
3.2   Elect Director William C. Jennings      For       For          Management
4     Ratify Auditors                         For       For          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 7, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Basil L. Anderson        For       For          Management
2     Elect Director Arthur M. Blank          For       For          Management
3     Elect Director Mary Elizabeth Burton    For       For          Management
4     Elect Director Justin King              For       For          Management
5     Elect Director Carol Meyrowitz          For       For          Management
6     Elect Director Rowland T. Moriarty      For       For          Management
7     Elect Director Robert C. Nakasone       For       For          Management
8     Elect Director Ronald L. Sargent        For       For          Management
9     Elect Director Elizabeth A. Smith       For       For          Management
10    Elect Director Robert E. Sulentic       For       For          Management
11    Elect Director Vijay Vishwanath         For       For          Management
12    Elect Director Paul F. Walsh            For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management
16    Provide Right to Act by Written Consent Against   For          Shareholder
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 15, 2010   Meeting Type: Annual
Record Date:  APR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2009 Business Operations Report For       For          Management
      and Financial Statements
2     Approve 2009 Allocation of Income and   For       For          Management
      Dividends
3     Amend Articles of Association           For       For          Management
4     Amend Operating Procedures for          For       For          Management
      Derivatives Transactions
5     Transact Other Business                 None      None         Management


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend of NIS 2.50 (USD For       For          Management
      0.642) Per Share
2     Election Of Director: Mr. Abraham E.    For       For          Management
      Cohen
3     Election Of Director: Mr. Amir Elstein  For       For          Management
4     Election Of Director: Prof. Roger       For       For          Management
      Kornberg
5     Election Of Director: Prof. Moshe Many  For       For          Management
6     Election Of Director: Mr. Dan Propper   For       For          Management
7     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
8     Approve Stock Option Plan               For       Against      Management
9     Approve Compensation of Board Chairman  For       For          Management
10    Approve Compensation of Director        For       For          Management
11    Approve Compensation of Director        For       For          Management
12    Increase Authorized Share Capital       For       For          Management


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

THERMO FISHER SCIENTIFIC INC.

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

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


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: FEB 17, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mervin Dunn              For       For          Management
1.2   Elect Director Michael Graff            For       For          Management
2     Ratify Auditors                         For       For          Management


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

TRANSOCEAN LTD.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Omission of Dividends
4     Change Location of Registered Office to For       For          Management
      Steinhausen, Switzerland
5     Approve Creation of CHF 2.5 Billion     For       Against      Management
      Pool of Capital without Preemptive
      Rights
6     Approve Reduction in Share Capita and   For       For          Management
      Repayment of $3.11 per Sharel
7     Amend Articles Re: Share Certificates   For       For          Management
      due to New Swiss Federal Act on
      Intermediated Securities
8a    Elect Steven Newman as Director         For       For          Management
8b    Reelect Thomas Carson as Director       For       For          Management
8c    Reelect Robert Sprague as Director      For       For          Management
8d    Reelect J. Michael Talbert as Director  For       For          Management
8e    Reelect John Whitmire as Director       For       For          Management
9     Appointment Of Ernst & Young LLP as     For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal Year 2010
10    Transact Other Business (Voting)        For       Against      Management


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew H. Card, Jr.      For       For          Management
2     Elect Director Erroll B. Davis, Jr.     For       For          Management
3     Elect Director Thomas J. Donohue        For       For          Management
4     Elect Director Archie W. Dunham         For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Charles C. Krulak        For       For          Management
7     Elect Director Michael R. McCarthy      For       For          Management
8     Elect Director Michael W. McConnell     For       For          Management
9     Elect Director Thomas F. McLarty III    For       For          Management
10    Elect Director Steven R. Rogel          For       For          Management
11    Elect Director Jose H. Villarreal       For       For          Management
12    Elect Director James R. Young           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Require Independent Board Chairman      Against   Against      Shareholder
15    Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

WABCO HOLDINGS INC.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jacques Esculier         For       For          Management
1.2   Elect Director Kenneth J. Martin        For       For          Management
1.3   Elect Director Donald J. Stebbins       For       For          Management
2     Ratify Auditors                         For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2010    Meeting Type: Annual
Record Date:  APR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Steven S. Reinemund      For       For          Management
10    Elect Director H. Lee Scott, Jr.        For       For          Management
11    Elect Director Arne M. Sorenson         For       For          Management
12    Elect Director Jim C. Walton            For       For          Management
13    Elect Director S. Robson Walton         For       For          Management
14    Elect Director Christopher J. Williams  For       For          Management
15    Elect Director Linda S. Wolf            For       For          Management
16    Ratify Auditors                         For       For          Management
17    Approve Omnibus Stock Plan              For       Against      Management
18    Amend Sharesave Plan                    For       For          Management
19    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
20    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
21    Report on Political Contributions       Against   Against      Shareholder
22    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
23    Require Suppliers to Adopt CAK          Against   Against      Shareholder
24    Report on Process for Identifying and   Against   Against      Shareholder
      Prioritizing Public Policy Activities


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

WATSCO, INC.

Ticker:       WSO            Security ID:  942622200
Meeting Date: JUN 4, 2010    Meeting Type: Annual
Record Date:  APR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert L. Berner, III    For       For          Management


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

WELLPOINT, INC.

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

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


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

WELLS FARGO & COMPANY

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

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


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

WILLIS GROUP HOLDINGS PLC

Ticker:       WSH            Security ID:  G96655108
Meeting Date: DEC 11, 2009   Meeting Type: Court
Record Date:  OCT 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation from Bermuda to For       For          Management
      Ireland via a Scheme of Arrangement
2     Approve the Creation of Distributable   For       For          Management
      Reserves


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

WILLIS GROUP HOLDINGS PLC

Ticker:       WSH            Security ID:  G96666105
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William W. Bradley as Director    For       For          Management
1.2   Elect Joseph A. Califano as Director    For       For          Management
1.3   Elect Anna C. Catalano as Director      For       For          Management
1.4   Elect Sir Roy Gardner as Director       For       For          Management
1.5   Elect Sir Jeremy Hanley as Director     For       For          Management
1.6   Elect Robyn S. Kravit as Director       For       For          Management
1.7   Elect Jeffrey B. Lane as Director       For       For          Management
1.8   Elect Wendy E. Lane as Director         For       For          Management
1.9   Elect James F. McCann as Director       For       For          Management
1.10  Elect Joseph J. Plumeri as Director     For       For          Management
1.11  Elect Douglas B. Roberts as Director    For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Approve the Willis Group Holdings       For       For          Management
      Public Limited Company 2010 North
      American Employee Stock Purchase Plan


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

WYNDHAM WORLDWIDE CORPORATION

Ticker:       WYN            Security ID:  98310W108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Honourable B. Mulroney   For       For          Management
1.2   ElectDirector Michael H. Wargotz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

XL CAPITAL LTD.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joseph Mauriello as Director      For       For          Management
1.2   Elect Eugene M. McQuade as Director     For       For          Management
1.3   Elect Clayton S. Rose as Director       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

XL CAPITAL LTD.

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2010   Meeting Type: Special
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation from Cayman     For       For          Management
      Islands to Ireland through Scheme of
      Arrangement
1.2   Adjourn Special Scheme Meeting          For       For          Management
2     Approve Distributable Reserves Proposal For       For          Management
3     Amend Articles -- Approve Director      For       For          Management
      Nomination Procedures Proposal
4     Change Company Name to XL Group Ltd.    For       For          Management
5     Adjourn Extraordinary General Meeting   For       For          Management



========== END N-PX 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.

ING VARIABLE FUNDS

By:  /s/ Shaun P. Mathews
     --------------------------------------
     Shaun P. Mathews
     President and Chief Executive Officer

Date: August 27, 2010