UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-00005

LORD ABBETT AFFILIATED FUND, INC.

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Thomas R. Phillips, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 201-6984

Date of fiscal year end: 10/31

Date of reporting period: July 1, 2008 through June 30, 2009

Item 1. Proxy Voting Record.

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

ICA File Number: 811-00005
Reporting Period: 07/01/2008 - 06/30/2009
Lord Abbett Affiliated Fund, Inc.









========================= LORD ABBETT AFFILIATED FUND ==========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R.J. Alpern              For       For          Management
1.2   Elect Director R.S. Austin              For       For          Management
1.3   Elect Director W.M. Daley               For       For          Management
1.4   Elect Director W.J. Farrell             For       For          Management
1.5   Elect Director H.L. Fuller              For       For          Management
1.6   Elect Director W.A. Osborn              For       For          Management
1.7   Elect Director D.A.L. Owen              For       For          Management
1.8   Elect Director W.A. Reynolds            For       For          Management
1.9   Elect Director R.S. Roberts             For       For          Management
1.10  Elect Director S.C. Scott, III          For       For          Management
1.11  Elect Director W.D. Smithburg           For       For          Management
1.12  Elect Director G.F. Tilton              For       For          Management
1.13  Elect Director M.D. White               For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Report on Animal Testing                Against   Against      Shareholder
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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ACE LTD.

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Election Of Director: Michael G. Atieh  For       For          Management
2     Election Of Director: Mary A. Cirillo   For       For          Management
3     Election Of Director: Bruce L. Crockett For       For          Management
4     Election Of Director: Thomas J. Neff    For       For          Management
5     Approval Of The Annual Report           For       For          Management
6     Approval Of The Statutory Financial     For       For          Management
      Statements Of Ace Limited
7     Approval Of The Consolidated Financial  For       For          Management
      Statements
8     Allocation Of Disposable Profit         For       For          Management
9     Discharge Of The Board Of Directors     For       For          Management
10    Amendment Of Articles Of Association    For       For          Management
      Relating To Special Auditor
11    Election Of Pricewaterhousecoopers Ag   For       For          Management
      (zurich) As Our Statutory auditor Until
      Our Next Annual Ordinary General
      Meeting
12    Ratification Of Appointment Of          For       For          Management
      Independent Registered Public accounting
      Firm Pricewaterhousecoopers Llp
13    Election Of Bdo Visura (zurich) As      For       For          Management
      Special Auditing Firm Until our Next
      Annual Ordinary General Meeting
14    Approval Of The Payment Of A Dividend   For       For          Management
      In The Form Of Adistribution Through A
      Reduction Of The Par Value Of Our
      Shares


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 1, 2009    Meeting Type: Annual
Record Date:  FEB 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert K. Burgess        For       For          Management
2     Elect Director Carol Mills              For       For          Management
3     Elect Director Daniel Rosensweig        For       For          Management
4     Elect Director Robert Sedgewick         For       For          Management
5     Elect Director John E. Warnock          For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director 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 Vance D. Coffman         For       For          Management
6     Elect Director Frederick W. Gluck       For       For          Management
7     Elect Director Frank C. Herringer       For       For          Management
8     Elect Director Gilbert S. Omenn         For       For          Management
9     Elect Director Judith C. Pelham         For       For          Management
10    Elect Director J. Paul Reason           For       For          Management
11    Elect Director Leonard D. Schaeffer     For       For          Management
12    Elect Director Kevin W. Sharer          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Reduce Supermajority Vote Requirement   For       For          Management
16    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
17    Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota ]


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AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lester B. Knight         For       For          Management
2     Elect Director Gregory C. Case          For       For          Management
3     Elect Director Fulvio Conti             For       For          Management
4     Elect Director Edgar D. Jannotta        For       For          Management
5     Elect Director Jan Kalff                For       For          Management
6     Elect Director J. Michael Losh          For       For          Management
7     Elect Director R. Eden Martin           For       For          Management
8     Elect Director Andrew J. McKenna        For       For          Management
9     Elect Director Robert S. Morrison       For       For          Management
10    Elect Director Richard B. Myers         For       For          Management
11    Elect Director Richard C. Notebaert     For       For          Management
12    Elect Director John W. Rogers, Jr.      For       For          Management
13    Elect Director Gloria Santona           For       For          Management
14    Elect Director Carolyn Y. Woo           For       For          Management
15    Ratify Auditors                         For       For          Management


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 6, 2008    Meeting Type: Annual
Record Date:  SEP 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George W. Buckley        For       For          Management
2     Elect Director Mollie Hale Carter       For       For          Management
3     Elect Director Victoria F. Haynes       For       For          Management
4     Elect Director Antonio Maciel Neto      For       For          Management
5     Elect Director Patrick J. Moore         For       For          Management
6     Elect Director M. Brian Mulroney        For       For          Management
7     Elect Director Thomas F. O Neill        For       For          Management
8     Elect Director Kelvin R. Westbrook      For       For          Management
9     Elect Director Patricia A. Woertz       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Adopt ILO Based Code of Conduct         Against   Against      Shareholder


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director William F. Aldinger III  For       Against      Management
1.3   Elect Director Gilbert F. Amelio        For       Against      Management
1.4   Elect Director Reuben V. Anderson       For       For          Management
1.5   Elect Director James H. Blanchard       For       Against      Management
1.6   Elect Director August A. Busch III      For       For          Management
1.7   Elect Director Jaime Chico Pardo        For       For          Management
1.8   Elect Director James P. Kelly           For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Lynn M. Martin           For       For          Management
1.11  Elect Director John B. McCoy            For       For          Management
1.12  Elect Director Mary S. Metz             For       For          Management
1.13  Elect Director Joyce M. Roche           For       For          Management
1.14  Elect Director Laura D Andrea Tyson     For       For          Management
1.15  Elect Director Patricia P. Upton        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Exclude Pension Credits ftom Earnings   Against   For          Shareholder
      Performance Measure


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AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 6, 2008    Meeting Type: Annual
Record Date:  SEP 8, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eleanor Baum             For       For          Management
1.2   Elect Director J. Veronica Biggins      For       For          Management
1.3   Elect Director Lawrence W. Clarkson     For       For          Management
1.4   Elect Director Ehud Houminer            For       For          Management
1.5   Elect Director Frank R. Noonan          For       For          Management
1.6   Elect Director Ray M. Robinson          For       For          Management
1.7   Elect Director William P. Sullivan      For       For          Management
1.8   Elect Director Gary L. Tooker           For       For          Management
1.9   Elect Director Roy Vallee               For       For          Management
2     Ratify Auditors                         For       For          Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Omnibus Stock Plan                For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Adjourn Meeting                         For       For          Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.3   Elect Director Virgis W. Colbert        For       For          Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       For          Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       For          Management
1.14  Elect Director Charles O. Rossotti      For       For          Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       For          Management
1.17  Elect Director Robert L. Tillman        For       For          Management
1.18  Elect Director Jackie M. Ward           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   For          Shareholder
9     Report on Predatory Lending Policies    Against   Against      Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    TARP Related Compensation               Against   Against      Shareholder


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BANK OF NEW YORK MELLON CORP., THE

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 14, 2009   Meeting Type: Annual
Record Date:  FEB 13, 2009

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


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Allison IV       For       For          Management
1.2   Elect Director Jennifer S. Banner       For       For          Management
1.3   Elect Director Anna R. Cablik           For       For          Management
1.4   Elect Director Nelle R. Chilton         For       For          Management
1.5   Elect Director Ronald E. Deal           For       Withhold     Management
1.6   Elect Director Tom D. Efird             For       For          Management
1.7   Elect Director Barry J. Fitzpatrick     For       For          Management
1.8   Elect Director L. Vincent Hackley       For       For          Management
1.9   Elect Director Jane P. Helm             For       For          Management
1.10  Elect Director John P. Howe III         For       For          Management
1.11  Elect Director Kelly S. King            For       For          Management
1.12  Elect Director James H. Maynard         For       For          Management
1.13  Elect Director Albert O. McCauley       For       For          Management
1.14  Elect Director J. Holmes Morrison       For       For          Management
1.15  Elect Director Nido R. Qubein           For       For          Management
1.16  Elect Director Thomas N. Thompson       For       For          Management
1.17  Elect Director Stephen T. Williams      For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald James             For       For          Management
1.2   Elect Director Elliot S. Kaplan         For       For          Management
1.3   Elect Director Sanjay Khosla            For       For          Management
1.4   Elect Director George L. Mikan III      For       For          Management
1.5   Elect Director Matthew H. Paull         For       For          Management
1.6   Elect Director Richard M. Schulze       For       For          Management
1.7   Elect Director Hatim A. Tyabji          For       For          Management
1.8   Elect Director Gerard R. Vittecoq       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management
9     Reduce Supermajority Vote Requirement   For       For          Management


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 27, 2008   Meeting Type: Annual
Record Date:  SEP 19, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive and Consider BHP Billiton Plc's For       For          Management
      Financial Statements, Directors'
      Report, and Auditor's Report for the
      Financial Year Ended June 30, 2008
2     Receive and Consider BHP Billiton Ltd's For       For          Management
      Financial Statements, Directors'
      Report, and Auditor's Report for the
      Financial Year Ended June 30, 2008
3     Elect Paul Anderson as Director of BHP  For       For          Management
      Billiton Plc
4     Elect Paul Anderson as Director of BHP  For       For          Management
      Billiton Ltd
5     Elect Don Argus as Director of BHP      For       For          Management
      Billiton Plc
6     Elect Don Argus as Director of BHP      For       For          Management
      Billiton Ltd
7     Elect John Buchanan as Director of BHP  For       For          Management
      Billiton Plc
8     Elect John Buchanan as Director of BHP  For       For          Management
      Billiton Ltd
9     Elect David Crawford as Director of BHP For       For          Management
      Billiton Plc
10    Elect David Crawford as Director of BHP For       For          Management
      Billiton Ltd
11    Elect Jacques Nasser as Director of BHP For       For          Management
      Billiton Plc
12    Elect Jacques Nasser as Director of BHP For       For          Management
      Billiton Ltd
13    Elect John Schubert as Director of BHP  For       For          Management
      Billiton Plc
14    Elect John Schubert as Director of BHP  For       For          Management
      Billiton Ltd
15    Elect Alan Boeckmann as Director of BHP For       For          Management
      Billiton Plc
16    Elect Alan Boeckmann as Director of BHP For       For          Management
      Billiton Ltd
17    Elect Stephen Mayne as Director of BHP  Against   Against      Shareholder
      Billiton Plc
18    Elect Stephen Mayne as Director of BHP  Against   Against      Shareholder
      Billiton Ltd
19    Elect David Morgan as Director of BHP   For       For          Management
      Billiton Plc
20    Elect David Morgan as Director of BHP   For       For          Management
      Billiton Ltd
21    Elect Keith Rumble as Director of BHP   For       For          Management
      Billiton Plc
22    Elect Keith Rumble as Director of BHP   For       For          Management
      Billiton Ltd
23    Approve KPMG Audit plc as Auditors of   For       For          Management
      BHP Billiton Plc
24    Approve Issuance of 555.97 Million      For       For          Management
      Shares at $0.50 Each to  BHP Billiton
      Plc Pursuant to its Group Incentive
      Schemes
25    Renew the Disapplication of Pre-Emption For       For          Management
      Rights in BHP Billiton Plc
26    Authorize Repurchase of Up To 223.11    For       For          Management
      Million Shares in BHP Billiton Plc
27    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on April 30, 2009
28    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on May 29, 2009
29    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on June 15, 2009
30    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on July 31, 2009
31    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on Sept. 15, 2009
32    Approve Cancellation of Shares in  BHP  For       For          Management
      Billiton Plc Held by BHP Billiton Ltd.
      on on Nov. 30, 2009
33    Approve Remuneration Report for the     For       For          Management
      Financial Year Ended June 30, 2008
34    Approve Amendment to the Group          For       For          Management
      Incentive Scheme to Increase Target
      Bonus Amount from 140 Percent to 160
      Percent and to Increase the Maximum
      Bonus from 1.5 to 2.0 Times the Target
      Bonus Amount
35    Approve Grant of Approximately 49,594   For       For          Management
      Deferred Shares, 197,817 Options, and
      349,397 Performance Shares to Marius
      Kloppers, CEO, Pursuant to the Group
      Incentive Scheme and  Long Term
      Incentive Plan
36    Approve Increase in The Total           For       For          Management
      Remuneration Pool for Non-Executive
      Directors of BHP Billiton Plc to $3.8
      Million
37    Approve Increase in The Total           For       For          Management
      Remuneration Pool for Non-Executive
      Directors of BHP Billiton Ltd to $3.8
      Million
38    Approve Amendments to the Articles of   For       For          Management
      Association of BHP Billiton Plc
39    Approve Amendments to the Constitution  For       For          Management
      of BHP Billiton Ltd


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John E. Abele            For       For          Management
2     Elect Director Ursula M. Burns          For       For          Management
3     Elect Director Marye Anne Fox           For       For          Management
4     Elect Director Ray J. Groves            For       For          Management
5     Elect Director Kristina M. Johnson      For       For          Management
6     Elect Director Ernest Mario             For       For          Management
7     Elect Director N.J. Nicholas, Jr.       For       For          Management
8     Elect Director Pete M. Nicholas         For       For          Management
9     Elect Director John E. Pepper           For       For          Management
10    Elect Director Uwe E. Reinhardt         For       For          Management
11    Elect Director Warren B. Rudman         For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Elect Director James R. Tobin           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Other Business                          For       Against      Management


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  FEB 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   DIRECTOR MICKY ARISON                   For       For          Management
1.2   DIRECTOR A. RICHARD G. CAPEN, JR        For       For          Management
1.3   DIRECTOR ROBERT H. DICKINSON            For       For          Management
1.4   DIRECTOR ARNOLD W. DONALD               For       For          Management
1.5   DIRECTOR PIER LUIGI FOSCHI              For       For          Management
1.6   DIRECTOR HOWARD S. FRANK                For       For          Management
1.7   DIRECTOR RICHARD J. GLASIER             For       For          Management
1.8   DIRECTOR MODESTO A. MAIDIQUE            For       For          Management
1.9   DIRECTOR SIR JOHN PARKER                For       For          Management
1.10  DIRECTOR PETER G. RATCLIFFE             For       For          Management
1.11  DIRECTOR STUART SUBOTNICK               For       For          Management
1.12  DIRECTOR LAURA WEIL                     For       For          Management
1.13  DIRECTOR RANDALL J. WEISENBURGER        For       For          Management
1.14  DIRECTOR UZI ZUCKER                     For       For          Management
2     TO RE-APPOINT PRICEWATERHOUSECOOPERS    For       For          Management
      LLP AS INDEPENDENTAUDITORS FOR CARNIVAL
      PLC.
3     TO AUTHORIZE THE AUDIT COMMITTEE OF     For       For          Management
      CARNIVAL PLC TO AGREE TO THE
      REMUNERATION OF THE INDEPENDENT
      AUDITORS.
4     TO RECEIVE THE UK ACCOUNTS AND REPORTS  For       For          Management
      OF THE DIRECTORS AND AUDITORS OF
      CARNIVAL PLC FOR THE FINANCIAL YEAR
      ENDED NOVEMBER 30, 2008.
5     TO APPROVE THE DIRECTORS  REMUNERATION  For       Against      Management
      REPORT OF CARNIVAL PLC FOR THE
      FINANCIAL YEAR ENDED NOVEMBER 30, 2008.
6     TO INCREASE THE AMOUNT OF THE           For       For          Management
      AUTHORIZED BUT UNISSUED SHARE CAPITAL
      OF CARNIVAL PLC.
7     TO ADOPT THE AMENDED AND RESTATED       For       For          Management
      ARTICLES OF ASSOCIATION OF CARNIVAL
      PLC.
8     TO APPROVE CERTAIN AMENDMENTS TO THE    For       For          Management
      ARTICLES OF ASSOCIATION OF CARNIVAL
      PLC, TO TAKE EFFECT FROM OCTOBER 1,
      2009.
9     TO APPROVE THE GIVING OF AUTHORITY FOR  For       For          Management
      THE ALLOTMENT OF NEW SHARES BY CARNIVAL
      PLC.
10    TO APPROVE THE DISAPPLICATION OF        For       For          Management
      PRE-EMPTION RIGHTS IN RELATION TO THE
      ALLOTMENT OF NEW SHARES BY CARNIVAL
      PLC.
11    TO APPROVE A GENERAL AUTHORITY FOR      For       For          Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. H. Armacost           For       For          Management
1.2   Elect Director L. F. Deily              For       For          Management
1.3   Elect Director R. E. Denham             For       For          Management
1.4   Elect Director R. J. Eaton              For       For          Management
1.5   Elect Director E. Hernandez             For       For          Management
1.6   Elect Director F. G. Jenifer            For       For          Management
1.7   Elect Director S. Nunn                  For       For          Management
1.8   Elect Director D. J. O'Reilly           For       For          Management
1.9   Elect Director D. B. Rice               For       For          Management
1.10  Elect Director K. W. Sharer             For       For          Management
1.11  Elect Director C. R. Shoemate           For       For          Management
1.12  Elect Director R. D. Sugar              For       For          Management
1.13  Elect Director C. Ware                  For       For          Management
1.14  Elect Director J. S. Watson             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Adopt Guidelines for Country Selection  Against   Against      Shareholder
9     Adopt Human Rights Policy               Against   Against      Shareholder
10    Report on Market Specific Environmental Against   Against      Shareholder
      Laws


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

CLOROX COMPANY, THE

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel Boggan, Jr.       For       For          Management
2     Elect Director Richard H. Carmona       For       For          Management
3     Elect Director Tully M. Friedman        For       For          Management
4     Elect Director George J. Harad          For       For          Management
5     Elect Director Donald R. Knauss         For       For          Management
6     Elect Director Robert W. Matschullat    For       For          Management
7     Elect Director Gary G. Michael          For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jan L. Murley            For       For          Management
10    Elect Director Pamela Thomas-Graham     For       For          Management
11    Elect Director Carolyn M. Ticknor       For       For          Management
12    Ratify Auditors                         For       For          Management


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

COCA-COLA ENTERPRISES INC.

Ticker:       CCE            Security ID:  191219104
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Calvin Darden            For       For          Management
1.2   Elect Director Donna A. James           For       For          Management
1.3   Elect Director Thomas H. Johnson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Submit Severance Agreement to (Change   Against   Against      Shareholder
      in control) to Shareholder Vote
4     Adopt Principles for Health Care Reform Against   Against      Shareholder


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Cahill           For       For          Management
1.2   Elect Director Jill K. Conway           For       For          Management
1.3   Elect Director Ian Cook                 For       For          Management
1.4   Elect Director Ellen M. Hancock         For       For          Management
1.5   Elect Director David W. Johnson         For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Delano E. Lewis          For       For          Management
1.8   Elect Director J. Pedro Reinhard        For       For          Management
1.9   Elect Director Stephen I. Sadove        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Julian A. Brodsky        For       For          Management
1.6   Elect Director Joseph J. Collins        For       For          Management
1.7   Elect Director J. Michael Cook          For       For          Management
1.8   Elect Director Gerald L. Hassell        For       For          Management
1.9   Elect Director Jeffrey A. Honickman     For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Dr. Judith Rodin         For       For          Management
1.13  Elect Director Michael I. Sovern        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Increase Disclosure of Executive        Against   Against      Shareholder
      Compensation
7     Seek Shareholder Approval on Certain    Against   Against      Shareholder
      Future Death Benefit Arrangements
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Adopt a Recapitalization Plan           Against   Against      Shareholder


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

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James B. Flaws           For       For          Management
1.2   Elect Director James R. Houghton        For       For          Management
1.3   Elect Director James J. O'Connor        For       For          Management
1.4   Elect Director Deborah D. Rieman        For       For          Management
1.5   Elect Director Peter F. Volanakis       For       For          Management
1.6   Elect Director Mark S. Wrighton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
4     Declassify the Board of Directors       Against   Against      Shareholder


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

COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Craig Arnold as Director          For       For          Management
1b    Elect Robert H. Brust as Director       For       For          Management
1c    Elect John M. Connors, Jr. as Director  For       For          Management
1d    Elect Christopher J. Coughlin as        For       For          Management
      Director
1e    Elect Timothy M. Donahue as Director    For       For          Management
1f    Elect Kathy J. Herbert as Director      For       For          Management
1g    Elect Randall J. Hogan, III  as         For       For          Management
      Director
1h    Elect Richard J. Meelia as Director     For       For          Management
1i    Elect Dennis H. Reilley as Director     For       For          Management
1j    Elect Tadataka Yamada as Director       For       For          Management
1k    Elect Joseph A. Zaccagnino as Director  For       For          Management
2     Approve Amended and Restated 2007 Stock For       For          Management
      and Incentive Plan
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


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

COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAY 28, 2009   Meeting Type: Court
Record Date:  APR 17, 2009

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


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

CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edwin M. Banks           For       For          Management
1.2   Elect Director C. David Brown II        For       For          Management
1.3   Elect Director David W. Dorman          For       For          Management
1.4   Elect Director Kristen E. Gibney        For       For          Management
      Williams
1.5   Elect Director Marian L. Heard          For       For          Management
1.6   Elect Director William H. Joyce         For       For          Management
1.7   Elect Director Jean-Pierre Million      For       For          Management
1.8   Elect Director Terrence Murray          For       For          Management
1.9   Elect Director C.A. Lance Piccolo       For       For          Management
1.10  Elect Director Sheli Z. Rosenberg       For       For          Management
1.11  Elect Director Thomas M. Ryan           For       For          Management
1.12  Elect Director Richard J. Swift         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: SEP 25, 2008   Meeting Type: Special
Record Date:  JUL 29, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Omnibus Stock Plan                For       For          Management


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 22, 2009   Meeting Type: Annual
Record Date:  APR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard H. Anderson      For       For          Management
2     Elect Director Roy J. Bostock           For       For          Management
3     Elect Director John S. Brinzo           For       For          Management
4     Elect Director Daniel A. Carp           For       For          Management
5     Elect Director John M. Engler           For       For          Management
6     Elect Director Mickey P. Foret          For       For          Management
7     Elect Director David R. Goode           For       For          Management
8     Elect Director Paula Rosput Reynolds    For       For          Management
9     Elect Director Kenneth C. Rogers        For       For          Management
10    Elect Director Rodney E. Slater         For       For          Management
11    Elect Director Douglas M. Steenland     For       For          Management
12    Elect Director Kenneth B. Woodrow       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   Against      Shareholder


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alexander M. Cutler      For       For          Management
1.2   Elect Director Arthur E. Johnson        For       For          Management
1.3   Elect Director Deborah L. McCoy         For       For          Management
1.4   Elect Director Gary L. Tooker           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Juan Carlos Braniff      For       For          Management
1.2   Elect Director James L. Dunlap          For       For          Management
1.3   Elect Director Douglas L. Foshee        For       For          Management
1.4   Elect Director Robert W. Goldman        For       For          Management
1.5   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.6   Elect Director Thomas R. Hix            For       For          Management
1.7   Elect Director Ferrell P. McClean       For       For          Management
1.8   Elect Director Steven J. Shapiro        For       For          Management
1.9   Elect Director J. Michael Talbert       For       For          Management
1.10  Elect Director Robert F. Vagt           For       For          Management
1.11  Elect Director John L. Whitmire         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 31, 2008   Meeting Type: Annual
Record Date:  JUN 9, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leonard S. Coleman       For       For          Management
2     Elect Director Gary M. Kusin            For       For          Management
3     Elect Director Gregory B. Maffei        For       For          Management
4     Elect Director Vivek Paul               For       For          Management
5     Elect Director Lawrence F. Probst III   For       For          Management
6     Elect Director John S. Riccitiello      For       For          Management
7     Elect Director Richard A. Simonson      For       For          Management
8     Elect Director Linda J. Srere           For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Emmert           For       For          Management
1.2   Elect Director R. Jordan Gates          For       For          Management
1.3   Elect Director Dan P. Kourkoumelis      For       For          Management
1.4   Elect Director Michael J. Malone        For       For          Management
1.5   Elect Director John W. Meisenbach       For       For          Management
1.6   Elect Director Peter J. Rose            For       For          Management
1.7   Elect Director James L.K. Wang          For       For          Management
1.8   Elect Director Robert R. Wright         For       For          Management
2     Approve Stock Option Plan               For       For          Management
3     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Average     Against   Against      Shareholder
      U.S. per Capita Income
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   Against      Shareholder
      Energy


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: DEC 29, 2008   Meeting Type: Special
Record Date:  DEC 4, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles of Incorporation and     For       For          Management
      Amend Code of Regulations
2     Amend Articles of Incorporation to      For       For          Management
      Revise Express Terms of Series G
      Preferred Stock
3     Amend Articles of Incorporation and     For       For          Management
      Amend Code of Regulations
4     Adjourn Meeting                         For       For          Management


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       For          Management
1.2   Elect Director John F. Barrett          For       For          Management
1.3   Elect Director Ulysses L. Bridgeman,    For       For          Management
      Jr.
1.4   Elect Director James P. Hackett         For       For          Management
1.5   Elect Director Gary R. Heminger         For       For          Management
1.6   Elect Director Kevin T. Kabat           For       For          Management
1.7   Elect Director Mitchel D. Livingston    For       For          Management
1.8   Elect Director Hendrik G. Meijer        For       For          Management
1.9   Elect Director John J. Schiff, Jr.      For       For          Management
1.10  Elect Director Dudley S. Taft           For       For          Management
1.11  Elect Director Thomas W. Traylor        For       For          Management
1.12  Elect Director Marsha C. Williams       For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management
6     Prepare Sustainability Report           Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
8     Hire Advisor/Maximize Shareholder Value Against   Against      Shareholder


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 11, 2009   Meeting Type: Annual
Record Date:  JAN 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel H. Armacost       For       For          Management
2     Elect Director Charles Crocker          For       For          Management
3     Elect Director Joseph R. Hardiman       For       For          Management
4     Elect Director Robert D. Joffe          For       For          Management
5     Elect Director Charles B. Johnson       For       For          Management
6     Elect Director Gregory E. Johnson       For       For          Management
7     Elect Director Rupert H. Johnson, Jr.   For       For          Management
8     Elect Director Thomas H. Kean           For       For          Management
9     Elect Director Chutta Ratnathicam       For       For          Management
10    Elect Director Peter M. Sacerdote       For       For          Management
11    Elect Director Laura Stein              For       For          Management
12    Elect Director Anne M. Tatlock          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James I. Cash, Jr.       For       For          Management
1.2   Elect Director William M. Castell       For       For          Management
1.3   Elect Director Ann M. Fudge             For       For          Management
1.4   Elect Director Susan Hockfield          For       For          Management
1.5   Elect Director Jeffrey R. Immelt        For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Alan G. (A.G.) Lafley    For       For          Management
1.8   Elect Director Robert W. Lane           For       For          Management
1.9   Elect Director Ralph S. Larsen          For       For          Management
1.10  Elect Director Rochelle B. Lazarus      For       For          Management
1.11  Elect Director James J. Mulva           For       For          Management
1.12  Elect Director Sam Nunn                 For       For          Management
1.13  Elect Director Roger S. Penske          For       For          Management
1.14  Elect Director Robert J. Swieringa      For       For          Management
1.15  Elect Director Douglas A. Warner III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
5     Evaluate the Potential Conversion of    Against   Against      Shareholder
      the Corporation's Business Units into
      Four or More Public Corporations and
      Distribute New Shares
6     Adopt Policy to Cease the Payments of   Against   For          Shareholder
      Dividends or Equivalent Payments to
      Senior Executives for Shares Not Owned
7     Submit Severance Agreement (Change in   Against   Against      Shareholder
      Control) to shareholder Vote


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director Paul Danos               For       For          Management
3     Elect Director William T. Esrey         For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Heidi G. Miller          For       For          Management
7     Elect Director Hilda Ochoa-Brillembourg For       For          Management
8     Elect Director Steve Odland             For       For          Management
9     Elect Director Kendall J. Powell        For       For          Management
10    Elect Director Lois E. Quam             For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Ratify Auditors                         For       For          Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas A. Berthiaume    For       For          Management
2     Elect Director Gail K. Boudreaux        For       For          Management
3     Elect Director Robert J. Carpenter      For       For          Management
4     Elect Director Charles L. Cooney        For       For          Management
5     Elect Director Victor J. Dzau           For       For          Management
6     Elect Director Connie Mack III          For       For          Management
7     Elect Director Richard F. Syron         For       For          Management
8     Elect Director Henri A. Termeer         For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
11    Ratify Auditors                         For       For          Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director Rajat K. Gupta           For       For          Management
8     Elect Director James A. Johnson         For       For          Management
9     Elect Director Lois D. Juliber          For       For          Management
10    Elect Director Lakshmi N. Mittal        For       For          Management
11    Elect Director James J. Schiro          For       For          Management
12    Elect Director Ruth J. Simmons          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Provide for Cumulative Voting           Against   Against      Shareholder
16    Reduce Supermajority Vote Requirement   Against   Against      Shareholder
17    Amend By-Laws to Establish Board U.S.   Against   Against      Shareholder
      Economic Security Committee
18    Report on Political Contributions       Against   Against      Shareholder


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan M. Bennett          For       For          Management
1.2   Elect Director James R. Boyd            For       For          Management
1.3   Elect Director Milton Carroll           For       For          Management
1.4   Elect Director S. Malcolm Gillis        For       For          Management
1.5   Elect Director James T. Hackett         For       For          Management
1.6   Elect Director David J. Lesar           For       For          Management
1.7   Elect Director Robert A. Malone         For       For          Management
1.8   Elect Director J. Landis Martin         For       For          Management
1.9   Elect Director Jay A. Precourt          For       For          Management
1.10  Elect Director Debra L. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Review and Asses Human Rights Policies  Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Adopt Low Carbon Energy Policy          Against   Against      Shareholder
8     Disclose Information on Compensation    Against   Against      Shareholder
      Consultant
9     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
10    Establish Independent Director          Against   Against      Shareholder
      Committee to Review and Report on
      Financial Misconducts and Human Rights
      Abuses


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

HERTZ GLOBAL HOLDINGS INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  APR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl T. Berquist         For       For          Management
1.2   Elect Director J. Travis Hain           For       Withhold     Management
1.3   Elect Director Gregory S. Ledford       For       Withhold     Management
1.4   Elect Director Nathan K. Sleeper        For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.B. Hess                For       For          Management
1.2   Elect Director S.W. Bodman              For       For          Management
1.3   Elect Director R. Lavizzo-Mourey        For       For          Management
1.4   Elect Director C.G. Matthews            For       For          Management
1.5   Elect Director E.H. von Metzsch         For       For          Management
2     Ratify Auditors                         For       For          Management


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence T. Babbio, Jr.  For       For          Management
2     Elect Director Sari M. Baldauf          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Mark V. Hurd             For       For          Management
6     Elect Director Joel Z. Hyatt            For       For          Management
7     Elect Director John R. Joyce            For       For          Management
8     Elect Director Robert L. Ryan           For       For          Management
9     Elect Director Lucille S. Salhany       For       For          Management
10    Elect Director G. Kennedy Thompson      For       For          Management
11    Ratify Auditors                         For       For          Management


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     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    Approve Right to Call Special Meetings  For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Call Special Meetings                   Against   Against      Shareholder
14    Prepare Employment Diversity Report     Against   Against      Shareholder
15    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
16    Assess Energy Use and Establish         Against   Against      Shareholder
      Reduction Targets


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

HSN, INC.

Ticker:       HSNI           Security ID:  404303109
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory R. Blatt         For       Withhold     Management
1.2   Elect Director Michael C. Boyd          For       Withhold     Management
1.3   Elect Director P. Bousquet-Chavanne     For       Withhold     Management
1.4   Elect Director William Costello         For       Withhold     Management
1.5   Elect Director James M. Follo           For       Withhold     Management
1.6   Elect Director Mindy Grossman           For       Withhold     Management
1.7   Elect Director Stephanie Kugelman       For       Withhold     Management
1.8   Elect Director Arthur C. Martinez       For       Withhold     Management
1.9   Elect Director Thomas J. McInerney      For       Withhold     Management
1.10  Elect Director John B. Morse, Jr.       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Jones, Jr.      For       For          Management
1.2   Elect Director Frank A. D'Amelio        For       For          Management
1.3   Elect Director W. Roy Dunbar            For       For          Management
1.4   Elect Director Kurt J. Hilzinger        For       For          Management
1.5   Elect Director Michael B. McCallister   For       For          Management
1.6   Elect Director William J. McDonald      For       For          Management
1.7   Elect Director William E. Mitchell      For       For          Management
1.8   Elect Director James J. O'Brien         For       For          Management
1.9   Elect Director Marissa T. Peterson      For       For          Management
1.10  Elect Director W. Ann Reynolds          For       For          Management
2     Ratify Auditors                         For       For          Management


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

IAC/INTERACTIVECORP.

Ticker:       IACI           Security ID:  44919P300
Meeting Date: AUG 1, 2008    Meeting Type: Annual
Record Date:  JUN 17, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edgar Bronfman, Jr.      For       Withhold     Management
1.2   Elect Director Barry Diller             For       Withhold     Management
1.3   Elect Director Victor A. Kaufman        For       Withhold     Management
1.4   Elect Director Donald R. Keough         For       For          Management
1.5   Elect Director Bryan Lourd              For       For          Management
1.6   Elect Director John C. Malone           For       Withhold     Management
1.7   Elect Director Arthur C. Martinez       For       For          Management
1.8   Elect Director Steven Rattner           For       For          Management
1.9   Elect Director Alan G. Spoon            For       For          Management
1.10  Elect Director Diane Von Furstenberg    For       Withhold     Management
1.11  Elect Director Michael P. Zeisser       For       Withhold     Management
2     Approve Merger Agreement                For       Against      Management
3     Approve Reverse Stock Split             For       Against      Management
4     Approve Omnibus Stock Plan              For       Against      Management
5     Ratify Auditors                         For       For          Management


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

IAC/INTERACTIVECORP.

Ticker:       IACI           Security ID:  44919P508
Meeting Date: JUN 15, 2009   Meeting Type: Annual
Record Date:  APR 28, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edgar Bronfman, Jr.      For       Withhold     Management
1.2   Elect Director Barry Diller             For       Withhold     Management
1.3   Elect Director Victor A. Kaufman        For       Withhold     Management
1.4   Elect Director Donald R. Keough         For       For          Management
1.5   Elect Director Bryan Lourd              For       For          Management
1.6   Elect Director John C. Malone           For       Withhold     Management
1.7   Elect Director Arthur C. Martinez       For       For          Management
1.8   Elect Director David Rosenblatt         For       For          Management
1.9   Elect Director Alan G. Spoon            For       For          Management
1.10  Elect Director Alexander von            For       Withhold     Management
      Furstenberg
1.11  Elect Director Michael P. Zeisser       For       Withhold     Management
2     Approve Stock Option Plan               For       For          Management
3     Ratify Auditors                         For       For          Management


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     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 John L. Thornton         For       For          Management
10    Elect Director Frank D. Yeary           For       For          Management
11    Elect Director David B. Yoffie          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Stock Option Exchange Program   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Adopt Policy on Human Rights to Water   Against   Against      Shareholder


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Colleen C. Barrett       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director Maxine K. Clark          For       For          Management
4     Elect Director Thomas J. Engibous       For       For          Management
5     Elect Director Kent B. Foster           For       For          Management
6     Elect Director Ken C. Hicks             For       For          Management
7     Elect Director Burl Osborne             For       For          Management
8     Elect Director Leonard H. Roberts       For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director R. Gerald Turner         For       For          Management
11    Elect Director Myron E. Ullman, III     For       For          Management
12    Elect Director Mary Beth West           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Adopt Principles for Health Care Reform Against   Against      Shareholder


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

J.CREW GROUP, INC.

Ticker:       JCG            Security ID:  46612H402
Meeting Date: JUN 4, 2009    Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director James Coulter                  For       For          Management
1.2   Director Millard Drexler                For       For          Management
1.3   Director Steven Grand-jean              For       For          Management
2     Ratify Auditors                         For       For          Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     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     Disclose Prior Government Service       Against   Against      Shareholder
5     Provide for Cumulative Voting           Against   Against      Shareholder
6     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
7     Report on Predatory Lending Policies    Against   Against      Shareholder
8     Amend Key Executive Performance Plan    Against   Against      Shareholder
9     Stock Retention/Holding Period          Against   Against      Shareholder
10    Prepare Carbon Principles Report        Against   Against      Shareholder


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director R. Lawrence Montgomery   For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ajay Banga               For       For          Management
1.2   Elect Director Myra M. Hart             For       For          Management
1.3   Elect Director Lois D. Juliber          For       For          Management
1.4   Elect Director  Mark D. Ketchum         For       For          Management
1.5   Elect Director Richard A. Lerner        For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director Fredric G. Reynolds      For       For          Management
1.8   Elect Director Irene B. Rosenfeld       For       For          Management
1.9   Elect Director Deborah C. Wright        For       For          Management
1.10  Elect Director Frank G. Zarb            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Reuben V. Anderson       For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director David B. Dillon          For       For          Management
4     Elect Director Susan J. Kropf           For       For          Management
5     Elect Director John T. Lamacchia        For       For          Management
6     Elect Director David B. Lewis           For       For          Management
7     Elect Director Don W. Mcgeorge          For       For          Management
8     Elect Director W. Rodney Mcmullen       For       For          Management
9     Elect Director Jorge P. Montoya         For       For          Management
10    Elect Director Clyde R. Moore           For       For          Management
11    Elect Director Susan M. Phillips        For       For          Management
12    Elect Director Steven R. Rogel          For       For          Management
13    Elect Director James A. Runde           For       For          Management
14    Elect Director Ronald L. Sargent        For       For          Management
15    Elect Director Bobby S. Shackouls       For       For          Management
16    Ratify Auditors                         For       For          Management
17    Increase Purchasing of Cage Free Eggs   Against   Against      Shareholder
18    Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter C. Browning        For       For          Management
1.2   Elect Director Marshall O. Larsen       For       For          Management
1.3   Elect Director Stephen F. Page          For       For          Management
1.4   Elect Director O. Temple Sloan, Jr.     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Reincorporate in Another State from     Against   Against      Shareholder
      Delaware to North Dakota
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

M & T BANK CORP.

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Baird           For       For          Management
1.2   Elect Director Robert J. Bennett        For       For          Management
1.3   Elect Director C. Angela Bontempo       For       For          Management
1.4   Elect Director Robert T. Brady          For       For          Management
1.5   Elect Director Michael D. Buckley       For       For          Management
1.6   Elect Director T.J. Cunningham III      For       For          Management
1.7   Elect Director Mark J. Czarnecki        For       For          Management
1.8   Elect Director Colm E. Doherty          For       For          Management
1.9   Elect Director Patrick W.E. Hodgson     For       For          Management
1.10  Elect Director Richard G. King          For       For          Management
1.11  Elect Director Jorge G. Pereira         For       For          Management
1.12  Elect Director Michael P. Pinto         For       For          Management
1.13  Elect Director Melinda R. Rich          For       For          Management
1.14  Elect Director Robert E. Sadler, Jr.    For       For          Management
1.15  Elect Director Eugene J. Sheehy         For       For          Management
1.16  Elect Director Herbert L. Washington    For       For          Management
1.17  Elect Director Robert G. Wilmers        For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Ratify Auditors                         For       For          Management


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

MARRIOTT INTERNATIONAL INC.

Ticker:       MAR            Security ID:  571903202
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.W. Marriott, Jr.       For       For          Management
1.2   Elect Director John W. Marriott, III    For       For          Management
1.3   Elect Director Mary K. Bush             For       For          Management
1.4   Elect Director Lawrence W. Kellner      For       For          Management
1.5   Elect Director Debra L. Lee             For       For          Management
1.6   Elect Director George Munoz             For       For          Management
1.7   Elect Director Harry J. Pearce          For       For          Management
1.8   Elect Director Steven S. Reinemund      For       For          Management
1.9   Elect Director W. Mitt Romney           For       For          Management
1.10  Elect Director William J. Shaw          For       For          Management
1.11  Elect Director Lawrence M. Small        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas G. Denomme        For       For          Management
1.2   Elect Director Richard A. Manoogian     For       For          Management
1.3   Elect Director Mary Ann Van Lokeren     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Permit Holders of Series 2 and 3
      Preferred Stock the Right to vote with
      Common Stock Holders
3     Adjourn Meeting                         For       For          Management


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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Robert Henrikson      For       For          Management
1.2   Elect Director John M. Keane            For       For          Management
1.3   Elect Director Catherine R. Kinney      For       For          Management
1.4   Elect Director Hugh B. Price            For       For          Management
1.5   Elect Director Kenton J. Sicchitano     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 5, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director William H. Gates, III    For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Reed Hastings            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    Approve Executive Incentive Bonus Plan  For       For          Management
11    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
12    Ratify Auditors                         For       For          Management
13    Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Charitable Contributions      Against   Against      Shareholder


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ewald Kist               For       For          Management
1.2   Elect Director Henry A. McKinnell, Jr.  For       For          Management
1.3   Elect Director John K. Wulff            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   Against      Shareholder
4     Stock Retention/Holding Period          Against   Against      Shareholder


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roy J. Bostock           For       For          Management
1.2   Elect Director Erskine B. Bowles        For       For          Management
1.3   Elect Director Howard J. Davies         For       For          Management
1.4   Elect Director Nobuyuki Hirano          For       For          Management
1.5   Elect Director C. Robert Kidder         For       For          Management
1.6   Elect Director John J. Mack             For       For          Management
1.7   Elect Director Donald T. Nicolaisen     For       For          Management
1.8   Elect Director Charles H. Noski         For       For          Management
1.9   Elect Director Hutham S. Olayan         For       For          Management
1.10  Elect Director Charles E. Phillips, Jr. For       For          Management
1.11  Elect Director Griffith Sexton          For       For          Management
1.12  Elect Director Laura D. Tyson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Amend Omnibus Stock Plan                For       Against      Management
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Require Independent Board Chairman      Against   Against      Shareholder


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  Linda Walker Bynoe      For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       For          Management
1.3   Elect Director Susan Crown              For       For          Management
1.4   Elect Director Dipak C. Jain            For       For          Management
1.5   Elect Director Arthur L. Kelly          For       For          Management
1.6   Elect Director Robert C. McCormack      For       For          Management
1.7   Elect Director Edward J. Mooney         For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director John W. Rowe             For       For          Management
1.10  Elect Director Harold B. Smith          For       For          Management
1.11  Elect Director William D. Smithburg     For       For          Management
1.12  Elect Director Enrique J. Sosa          For       For          Management
1.13  Elect Director Charles A. Tribbett III  For       For          Management
1.14  Elect Director Frederick H. Waddell     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       Against      Management
1.2   Elect Director Ronald W. Burkle         For       For          Management
1.3   Elect Director John S. Chalsty          For       Against      Management
1.4   Elect Director Edward P. Djerejian      For       For          Management
1.5   Elect Director John E. Feick            For       For          Management
1.6   Elect Director Ray R. Irani             For       For          Management
1.7   Elect Director Irvin W. Maloney         For       Against      Management
1.8   Elect Director Avedick B. Poladian      For       For          Management
1.9   Elect Director Rodolfo Segovia          For       Against      Management
1.10  Elect Director Aziz D. Syriani          For       For          Management
1.11  Elect Director Rosemary Tomich          For       Against      Management
1.12  Elect Director Walter L. Weisman        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Report on Host Country Social and       Against   Against      Shareholder
      Environmental Laws


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2008   Meeting Type: Annual
Record Date:  AUG 12, 2008

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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director Michael S. Brown         For       For          Management
1.3   Elect Director M. Anthony Burns         For       For          Management
1.4   Elect Director Robert N. Burt           For       For          Management
1.5   Elect Director W. Don Cornwell          For       For          Management
1.6   Elect Director William H. Gray, III     For       For          Management
1.7   Elect Director Constance J. Horner      For       For          Management
1.8   Elect Director James M. Kilts           For       For          Management
1.9   Elect Director Jeffrey B. Kindler       For       For          Management
1.10  Elect Director George A. Lorch          For       For          Management
1.11  Elect Director Dana G. Mead             For       For          Management
1.12  Elect Director Suzanne Nora Johnson     For       For          Management
1.13  Elect Director Stephen W. Sanger        For       For          Management
1.14  Elect Director William C. Steere, Jr.   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Limit/Prohibit Executive Stock-Based    Against   Against      Shareholder
      Awards
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: DEC 23, 2008   Meeting Type: Special
Record Date:  NOV 14, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition                     For       For          Management
2     Adjourn Meeting                         For       For          Management


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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard O. Berndt        For       For          Management
1.2   Elect Director Charles E. Bunch         For       For          Management
1.3   Elect Director Paul W. Chellgren        For       For          Management
1.4   Elect Director Robert N. Clay           For       For          Management
1.5   Elect Director Kay Coles James          For       For          Management
1.6   Elect Director Richard B. Kelson        For       For          Management
1.7   Elect Director Bruce C. Lindsay         For       For          Management
1.8   Elect Director Anthony A. Massaro       For       For          Management
1.9   Elect Director Jane G. Pepper           For       For          Management
1.10  Elect Director James E. Rohr            For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Lorene K. Steffes        For       For          Management
1.13  Elect Director Dennis F. Strigl         For       For          Management
1.14  Elect Director Stephen G. Thieke        For       For          Management
1.15  Elect Director Thomas J. Usher          For       For          Management
1.16  Elect Director George H. Walls, Jr.     For       For          Management
1.17  Elect Director Helge H. Wehmeier        For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Nance K. Dicciani        For       For          Management
1.3   Elect Director Edward G. Galante        For       For          Management
1.4   Elect Director Claire W. Gargalli       For       For          Management
1.5   Elect Director Ira D. Hall              For       For          Management
1.6   Elect Director Raymond W. LeBoeuf       For       For          Management
1.7   Elect Director Larry D. McVay           For       For          Management
1.8   Elect Director Wayne T. Smith           For       For          Management
1.9   Elect Director H. Mitchell Watson, Jr.  For       For          Management
1.10  Elect Director Robert L. Wood           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Debra J. Kelly-Ennis     For       Withhold     Management
1.2   Elect Director Bernard W. Reznicek      For       Withhold     Management
1.3   Elect Director Richard G. Wolford       For       Withhold     Management
2     Amend Stock Ownership Limitations       For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Declassify the Board of Directors       Against   For          Shareholder
7     Require Independent Board Chairman      Against   For          Shareholder
8     Performance-Based Equity Awards         Against   Against      Shareholder
9     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
10    Report on Pay Disparity                 Against   Against      Shareholder


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Colligan       For       For          Management
1.2   Elect Director Fred Hassan              For       For          Management
1.3   Elect Director C. Robert Kidder         For       For          Management
1.4   Elect Director Eugene R. McGrath        For       For          Management
1.5   Elect Director Antonio M. Perez         For       For          Management
1.6   Elect Director Patricia F. Russo        For       For          Management
1.7   Elect Director Jack L. Stahl            For       For          Management
1.8   Elect Director Craig B. Thompson        For       For          Management
1.9   Elect Director Kathryn C. Turner        For       For          Management
1.10  Elect Director Robert F.W. van Oordt    For       For          Management
1.11  Elect Director Arthur F. Weinbach       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect P. Camus as Director              For       For          Management
1.2   Elect J.S. Gorelick as Director         For       For          Management
1.3   Elect A. Gould as Director              For       For          Management
1.4   Elect T. Issac as Director              For       For          Management
1.5   Elect N. Kudryavtsev as Director        For       For          Management
1.6   Elect A. Lajous as Director             For       For          Management
1.7   Elect M.E. Marks as Director            For       For          Management
1.8   Elect L.R. Reif as Director             For       For          Management
1.9   Elect T.I. Sandvold as Director         For       For          Management
1.10  Elect H. Seydoux as Director            For       For          Management
1.11  Elect L.G. Stuntz as Director           For       For          Management
2     Adopt and Approve Financials and        For       For          Management
      Dividends
3     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
4     Approval of Independent Registered      For       For          Management
      Public Accounting Firm


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

SUN MICROSYSTEMS, INC.

Ticker:       JAVA           Security ID:  866810203
Meeting Date: NOV 5, 2008    Meeting Type: Annual
Record Date:  SEP 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott G. McNealy         For       For          Management
2     Elect Director James L. Barksdale       For       For          Management
3     Elect Director Stephen M. Bennett       For       For          Management
4     Elect Director Peter L.S. Currie        For       For          Management
5     Elect Director Robert J. Finocchio, Jr. For       For          Management
6     Elect Director James H. Greene, Jr.     For       For          Management
7     Elect Director Michael E. Marks         For       For          Management
8     Elect Director Patricia E. Mitchell     For       For          Management
9     Elect Director M. Kenneth Oshman        For       For          Management
10    Elect Director P. Anthony Ridder        For       For          Management
11    Elect Director Jonathan I. Schwartz     For       For          Management
12    Ratify Auditors                         For       For          Management
13    Eliminate Supermajority Vote            For       For          Management
      Requirement
14    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Submit Shareholder Rights Plan (Poison  Against   Against      Shareholder
      Pill) to Shareholder Vote
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights


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

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Judith B. Craven         For       For          Management
2     Elect Director Phyllis S. Sewell        For       For          Management
3     Elect Director Richard G. Tilghman      For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward C. Bernard        For       For          Management
1.2   Elect Director James T. Brady           For       For          Management
1.3   Elect Director J. Alfred Broaddus, Jr.  For       For          Management
1.4   Elect Director Donald B. Hebb, Jr.      For       For          Management
1.5   Elect Director James A.C. Kennedy       For       For          Management
1.6   Elect Director Brian C. Rogers          For       For          Management
1.7   Elect Director Alfred Sommer            For       For          Management
1.8   Elect Director Dwight S. Taylor         For       For          Management
1.9   Elect Director Anne Marie Whittemore    For       For          Management
2     Ratify Auditors                         For       For          Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 28, 2009   Meeting Type: Proxy Contest
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1     Fix Number of Directors at 12           For       For          Management
2     Elect Director Mary N. Dillon           For       For          Management
3     Elect Director Richard M. Kovacevich    For       For          Management
4     Elect Director George W. Tamke          For       For          Management
5     Elect Director Solomon D. Trujillo      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1     Fix Number of Directors at 12           Against   None         Management
2.1   Elect Director William A. Ackman        For       None         Shareholder
2.2   Elect Director Michael L. Ashner        For       None         Shareholder
2.3   Elect Director James L. Donald          For       None         Shareholder
2.4   Elect Director Richard W. Vague         For       None         Shareholder
3     Elect Director Ronald J. Gilson         For       None         Shareholder
4     Ratify Auditors                         For       None         Management
5     Amend Omnibus Stock Plan                For       None         Management
6     Advisory Vote to Ratify Named Executive Abstain   None         Shareholder
      Officers' Compensation


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 25, 2008   Meeting Type: Special
Record Date:  AUG 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Joseph (Yosi) Nitzani as External For       For          Management
      Director


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 22, 2009   Meeting Type: Annual
Record Date:  MAY 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Phillip Frost as Director         For       For          Management
2.2   Elect Roger Abravanel as Director       For       For          Management
2.3   Elect Elon Kohlberg as Director         For       For          Management
2.4   Elect Yitzhak Peterburg as Director     For       For          Management
2.5   Elect Erez Vigodman as Director         For       For          Management
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy C. Lewent           For       For          Management
1.2   Elect Director Peter J. Manning         For       For          Management
1.3   Elect Director Jim P. Manzi             For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Ratify Auditors                         For       For          Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 8, 2009

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


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: JAN 16, 2009   Meeting Type: Special
Record Date:  NOV 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reverse Stock Split             For       For          Management


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert M. Allison, Jr.  For       For          Management
1.2   Elect Director James L. Barksdale       For       For          Management
1.3   Elect Director Jeffrey L. Bewkes        For       For          Management
1.4   Elect Director Stephen F. Bollenbach    For       For          Management
1.5   Elect Director Frank J. Caufield        For       For          Management
1.6   Elect Director Robert C. Clark          For       For          Management
1.7   Elect Director Mathias Dopfner          For       For          Management
1.8   Elect Director Jessica P. Einhorn       For       For          Management
1.9   Elect Director Michael A. Miles         For       For          Management
1.10  Elect Director Kenneth J. Novack        For       For          Management
1.11  Elect Director Deborah C. Wright        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Douglas W. Leatherdale   For       For          Management
7     Elect Director Glenn M. Renwick         For       For          Management
8     Elect Director Kenneth I. Shine, M.D.   For       For          Management
9     Elect Director Gail R. Wilensky, Ph.D.  For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry D. Choate          For       Against      Management
1.2   Elect Director William R. Klesse        For       Against      Management
1.3   Elect Director Donald L. Nickles        For       Against      Management
1.4   Elect Director Susan Kaufman Purcell    For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Disclose Information on Compensation    Against   Against      Shareholder
      Consultant
6     Report on Political Contributions       Against   Against      Shareholder


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

VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hurst          For       For          Management
1.2   Elect Director W. Alan McCollough       For       For          Management
1.3   Elect Director M. Rust Sharp            For       For          Management
1.4   Elect Director Raymond G. Viault        For       For          Management
2     Ratify Auditors                         For       For          Management


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

VIACOM INC.

Ticker:       VIA.B          Security ID:  92553P102
Meeting Date: JUN 4, 2009    Meeting Type: Annual
Record Date:  APR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George S. Abrams         For       For          Management
1.2   Elect Director Philippe P. Dauman       For       For          Management
1.3   Elect Director Thomas E. Dooley         For       For          Management
1.4   Elect Director Alan C. Greenberg        For       For          Management
1.5   Elect Director Robert K. Kraft          For       For          Management
1.6   Elect Director Blythe J. McGarvie       For       For          Management
1.7   Elect Director Charles E. Phillips, Jr. For       For          Management
1.8   Elect Director Shari Redstone           For       For          Management
1.9   Elect Director Sumner M. Redstone       For       For          Management
1.10  Elect Director Frederic V. Salerno      For       For          Management
1.11  Elect Director William Schwartz         For       For          Management
2     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: OCT 14, 2008   Meeting Type: Special
Record Date:  AUG 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation to   For       For          Management
      Declassify the Board of Directors and
      Eliminate Certain Provisions


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hani Al-Qadi             For       For          Management
1.2   Elect Director Charles T. Doyle         For       For          Management
1.3   Elect Director Peter Hawkins            For       For          Management
1.4   Elect Director David I. McKay           For       For          Management
1.5   Elect Director Charles W. Scharf        For       For          Management
1.6   Elect Director Segismundo               For       For          Management
      Schulin-Zeuthen
2.1   Elect Director Thomas J. Campbell       For       For          Management
2.2   Elect Director Gary P. Coughlan         For       For          Management
2.3   Elect Director Mary B. Cranston         For       For          Management
2.4   Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
2.5   Elect Director Suzanne Nora Johnson     For       For          Management
2.6   Elect Director Joseph. W. Saunders      For       For          Management
3     Ratify Auditors                         For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     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 Allen I. Questrom        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    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
18    Pay For Superior Performance            Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
20    Report on Political Contributions       Against   Against      Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
22    Stock Retention/Holding Period          Against   Against      Shareholder


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pastora San Juan         For       For          Management
      Cafferty
1.2   Elect Director Frank M. Clark, Jr.      For       For          Management
1.3   Elect Director Patrick W. Gross         For       For          Management
1.4   Elect Director John C. Pope             For       For          Management
1.5   Elect Director W. Robert Reum           For       For          Management
1.6   Elect Director Steven G. Rothmeier      For       For          Management
1.7   Elect Director David P. Steiner         For       For          Management
1.8   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lenox D. Baker, Jr.,     For       For          Management
      M.D.
2     Elect Director Susan B. Bayh            For       For          Management
3     Elect Director Larry C. Glasscock       For       For          Management
4     Elect Director Julie A. Hill            For       For          Management
5     Elect Director Ramiro G. Peru           For       For          Management
6     Ratify Auditors                         For       For          Management
7     Approve Omnibus Stock Plan              For       For          Management
8     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
9     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

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


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

WESTERN UNION COMPANY, THE

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roberto G. Mendoza       For       For          Management
1.2   Elect Director Michael A. Miles, Jr.    For       For          Management
1.3   Elect Director Dennis Stevenson         For       For          Management
2     Ratify Auditors                         For       For          Management


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Phillip R. Kevil         For       For          Management
2.2   Elect Director Herbert D. Simons        For       Against      Management
2.3   Elect Director Vaughn O. Vennerberg II  For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
6     Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives

========== END NPX REPORT

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LORD ABBETT AFFILIATED FUND, INC.
By:	/s/ Robert S. Dow
	Robert S. Dow
	Chief Executive Officer and Chairman

Date: August 20, 2009