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, 2009 through June 30, 2010

Item 1.  Proxy Voting Record.

<PRE>
******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-00005
Reporting Period: 07/01/2009 - 06/30/2010
Lord Abbett Affiliated Fund, Inc.









========================= Lord Abbett Affiliated Fund ==========================


ABBOTT LABORATORIES

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

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


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ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: DEC 17, 2009   Meeting Type: Special
Record Date:  NOV 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Omnibus Stock Plan                For       For          Management


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ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philippe G.H. Capron     For       Against      Management
2     Elect Director Robert J. Corti          For       Against      Management
3     Elect Director Frederic R. Crepin       For       Against      Management
4     Elect Director Brian G. Kelly           For       Against      Management
5     Elect Director Robert A. Kotick         For       Against      Management
6     Elect Director Jean-Bernard Levy        For       Against      Management
7     Elect Director Robert J. Morgado        For       Against      Management
8     Elect Director Douglas P. Morris        For       Against      Management
9     Elect Director Stephane Roussel         For       Against      Management
10    Elect Director Richard Sarnoff          For       For          Management
11    Elect Director Regis Turrini            For       Against      Management
12    Amend Omnibus Stock Plan                For       For          Management


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ADOBE SYSTEMS INCORPORATED

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 16, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward W. Barnholt       For       For          Management
2     Elect Director Michael R. Cannon        For       For          Management
3     Elect Director James E. Daley           For       For          Management
4     Elect Director Charles M. Geschke       For       For          Management
5     Elect Director Shantanu Narayen         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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ALTRIA GROUP, INC.

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

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


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AMGEN, INC.

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

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


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APACHE CORPORATION

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

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


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 5, 2009    Meeting Type: Annual
Record Date:  SEP 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George W. Buckley        For       For          Management
1.2   Elect Director Mollie Hale Carter       For       For          Management
1.3   Elect Director Donald E. Felsinger      For       For          Management
1.4   Elect Director Victoria F. Haynes       For       For          Management
1.5   Elect Director Antonio Maciel Neto      For       For          Management
1.6   Elect Director Patrick J. Moore         For       For          Management
1.7   Elect Director Thomas F. O'Neill        For       For          Management
1.8   Elect Director Kelvin R. Westbrook      For       For          Management
1.9   Elect Director Patricia A. Woertz       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Adopt ILO Based Code of Conduct         Against   Against      Shareholder


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ARROW ELECTRONICS, INC.

Ticker:       ARW            Security ID:  042735100
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel W. Duval          For       For          Management
1.2   Elect Director Gail E. Hamilton         For       For          Management
1.3   Elect Director John N. Hanson           For       For          Management
1.4   Elect Director Richard S. Hill          For       For          Management
1.5   Elect Director M.F. (Fran) Keeth        For       For          Management
1.6   Elect Director Roger King               For       For          Management
1.7   Elect Director Michael J. Long          For       For          Management
1.8   Elect Director Stephen C. Patrick       For       For          Management
1.9   Elect Director Barry W. Perry           For       For          Management
1.10  Elect Director John C. Waddell          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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AT&T INC.

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

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


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BANK OF AMERICA CORP.

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

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


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BANK OF AMERICA CORPORATION

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

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


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BANK OF NEW YORK MELLON CORPORATION, THE

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

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


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BB&T CORPORATION

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

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


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BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lisa M. Caputo           For       For          Management
1.2   Elect Director Brian J. Dunn            For       For          Management
1.3   Elect Director Kathy J. Higgins Victor  For       For          Management
1.4   Elect Director Rogelio M. Rebolledo     For       For          Management
1.5   Elect Director Gerard R. Vittecoq       For       For          Management
2     Ratify Auditors                         For       For          Management


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CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Patrick       For       For          Management
1.2   Elect Director Jon Erik Reinhardsen     For       For          Management
1.3   Elect Director Bruce W. Wilkinson       For       For          Management
2     Ratify Auditors                         For       For          Management


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CANADIAN NATIONAL RAILWAY COMPANY

Ticker:       CNR            Security ID:  136375102
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael R. Armellino as Director  For       For          Management
1.2   Elect A. Charles Baillie as Director    For       For          Management
1.3   Elect Hugh J. Bolton as Director        For       For          Management
1.4   Elect Gordon D. Giffin as Director      For       For          Management
1.5   Elect Edith E. Holiday as Director      For       For          Management
1.6   Elect V. Maureen Kempston Darkes as     For       For          Management
      Director
1.7   Elect Denis Losier as Director          For       For          Management
1.8   Elect Edward C. Lumley as Director      For       For          Management
1.9   Elect David G.A. McLean as Director     For       For          Management
1.10  Elect Claude Mongeau as Director        For       For          Management
1.11  Elect Robert Pace as Director           For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management


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CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Ronald Dietz          For       For          Management
2     Elect Director Lewis Hay, III           For       For          Management
3     Elect Director Mayo A. Shattuck III     For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Declassify the Board of Directors       Against   For          Shareholder


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc.
2     Elect Sir Jonathon Band As A Director   For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
3     Reelect Robert H. Dickinson As A        For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc.
4     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
5     Reelect Pier Luigi Foschi As A Director For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
6     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
7     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc.
8     Reelect Modesto A. Maidique As A        For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc.
9     Reelect Sir John Parker As A Director   For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
10    Reelect Peter G. Ratcliffe As A         For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc.
11    Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation And As A
      Director Of Carnival Plc.
12    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc.
13    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation And As
      A Director Of Carnival Plc.
14    Reelect Uzi Zucker As A Director Of     For       For          Management
      Carnival Corporation And As A Director
      Of Carnival Plc.
15    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation.
16    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of The
      Independent Auditors Of Carnival Plc.
17    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2009
18    Approve The Directors  Remuneration     For       For          Management
      Report Of Carnival Plc For The Year
      Ended November 30, 2009
19    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Shares for Market Purchase    For       For          Management
22    Stock Retention/Holding Period          Against   Against      Shareholder
23    Transact Other Business (Non-Voting)    None      None         Management


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Dillon           For       For          Management
1.2   Elect Director Juan Gallardo            For       For          Management
1.3   Elect Director William A. Osborn        For       For          Management
1.4   Elect Director Edward B. Rust, Jr.      For       For          Management
1.5   Elect Director Susan C. Schwab          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Amend Human Rights Policy               Against   Against      Shareholder
8     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.H. Armacost            For       For          Management
2     Elect Director L.F. Deily               For       For          Management
3     Elect Director R.E. Denham              For       For          Management
4     Elect Director R.J. Eaton               For       For          Management
5     Elect Director C. Hagel                 For       For          Management
6     Elect Director E. Hernandez             For       For          Management
7     Elect Director F.G. Jenifer             For       For          Management
8     Elect Director G.L. Kirkland            For       For          Management
9     Elect Director S. Nunn                  For       For          Management
10    Elect Director D.B. Rice                For       For          Management
11    Elect Director K.W. Sharer              For       For          Management
12    Elect Director C.R. Shoemate            For       For          Management
13    Elect Director J.G. Stumpf              For       For          Management
14    Elect Director R.D. Sugar               For       For          Management
15    Elect Director C. Ware                  For       For          Management
16    Elect Director J.S. Watson              For       For          Management
17    Ratify Auditors                         For       For          Management
18    Provide Right to Call Special Meeting   For       For          Management
19    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period          Against   Against      Shareholder
21    Disclose Payments To Host Governments   Against   Against      Shareholder
22    Adopt Guidelines for Country Selection  Against   Against      Shareholder
23    Report on Financial Risks From Climate  Against   Against      Shareholder
      Change
24    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights


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CISCO SYSTEMS, INC.

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

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


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COCA-COLA COMPANY, THE

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

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


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

COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John T. Cahill           For       For          Management
2     Elect Director Ian Cook                 For       For          Management
3     Elect Director Helene D. Gayle          For       For          Management
4     Elect Director Ellen M. Hancock         For       For          Management
5     Elect Director Joseph Jimenez           For       For          Management
6     Elect Director David W. Johnson         For       For          Management
7     Elect Director Richard J. Kogan         For       For          Management
8     Elect Director Delano E. Lewis          For       For          Management
9     Elect Director J. Pedro Reinhard        For       For          Management
10    Elect Director Stephen I. Sadove        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Report on Charitable Contributions      Against   Against      Shareholder
14    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

COMERICA INCORPORATED

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

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


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.2   Elect Director Carlos M. Gutierrez      For       For          Management
1.3   Elect Director William D. Smithburg     For       For          Management
1.4   Elect Director Hansel E. Tookes, II     For       For          Management
1.5   Elect Director Wendell P. Weeks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Declassify the Board of Directors       For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

COVIDIEN PLC

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

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


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward C. Hutcheson, Jr  For       For          Management
1.2   Elect Director J. Landis Martin         For       For          Management
1.3   Elect Director W. Benjamin Moreland     For       For          Management
2     Ratify Auditors                         For       For          Management


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

CVS CAREMARK CORPORATION

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

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


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

DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Richels             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

DOW CHEMICAL COMPANY, THE

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

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


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director G. Alex Bernhardt, Sr.   For       For          Management
1.3   Elect Director Michael G. Browning      For       For          Management
1.4   Elect Director Daniel R. DiMicco        For       For          Management
1.5   Elect Director John H. Forsgren         For       For          Management
1.6   Elect Director Ann Maynard Gray         For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director E. James Reinsch         For       For          Management
1.9   Elect Director James T. Rhodes          For       For          Management
1.10  Elect Director James E. Rogers          For       For          Management
1.11  Elect Director Philip R. Sharp          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Report on Global Warming Lobbying       Against   Against      Shareholder
      Activities
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Stock Retention/Holding Period          Against   Against      Shareholder


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

E. I. DU PONT DE NEMOURS AND COMPANY

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

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


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Todd M. Bluedorn         For       For          Management
2     Elect Director Christopher M. Connor    For       For          Management
3     Elect Director Michael J. Critelli      For       For          Management
4     Elect Director Charles E. Golden        For       For          Management
5     Elect Director Ernie Green              For       For          Management
6     Ratify Auditors                         For       For          Management


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

EL PASO CORPORATION

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Juan Carlos Braniff      For       For          Management
2     Elect Director David W. Crane           For       For          Management
3     Elect Director Douglas L. Foshee        For       For          Management
4     Elect Director Robert W. Goldman        For       For          Management
5     Elect Director Anthony W. Hall, Jr.     For       For          Management
6     Elect Director Thomas R. Hix            For       For          Management
7     Elect Director Ferrell P. McClean       For       For          Management
8     Elect Director Timothy J. Probert       For       For          Management
9     Elect Director Steven J. Shapiro        For       For          Management
10    Elect Director J. Michael Talbert       For       For          Management
11    Elect Director Robert F. Vagt           For       For          Management
12    Elect Director John L. Whitmire         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Ratify Auditors                         For       For          Management


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Michael J. Cronin        For       For          Management
4     Elect Director Gail Deegan              For       For          Management
5     Elect Director James S. DiStasio        For       For          Management
6     Elect Director John R. Egan             For       For          Management
7     Elect Director Edmund F. Kelly          For       For          Management
8     Elect Director Windle B. Priem          For       For          Management
9     Elect Director Paul Sagan               For       For          Management
10    Elect Director David N. Strohm          For       For          Management
11    Elect Director Joseph M. Tucci          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
14    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

ENCANA CORPORATION

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

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


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

ENCANA CORPORATION

Ticker:       ECA            Security ID:  292505104
Meeting Date: APR 21, 2010   Meeting Type: Annual/Special
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Peter A. Dea as Director          For       For          Management
1.2   Elect Randall K. Eresman as Director    For       For          Management
1.3   Elect Claire S. Farley as Director      For       For          Management
1.4   Elect Fred J. Fowler as Director        For       For          Management
1.5   Elect Barry W. Harrison as Director     For       For          Management
1.6   Elect Suzanne P Nimocks as Director     For       For          Management
1.7   Elect David P. O'Brien as Director      For       For          Management
1.8   Elect Jane L. Peverett as Director      For       For          Management
1.9   Elect Allan P. Sawin as Director        For       For          Management
1.10  Elect Bruce G. Waterman as Director     For       For          Management
1.11  Elect Clayton H. Woitas as Director     For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Shareholder Rights Plan         For       For          Management
4     Amend By-Law No.1                       For       For          Management


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George A. Alcorn         For       For          Management
2     Elect Director Charles R. Crisp         For       For          Management
3     Elect Director James C. Day             For       For          Management
4     Elect Director Mark G. Papa             For       For          Management
5     Elect Director H. Leighton Steward      For       For          Management
6     Elect Director Donald F. Textor         For       For          Management
7     Elect Director  Frank G. Wisner         For       For          Management
8     Ratify Auditors                         For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Amend Executive Incentive Bonus Plan    For       For          Management
12    Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
13    Stock Retention/Holding Period          Against   Against      Shareholder
14    Double Trigger on Equity Plans          Against   For          Shareholder


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

EXXON MOBIL CORPORATION

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

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


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

FIFTH THIRD BANCORP

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

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


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

FORD MOTOR COMPANY

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

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


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

FPL GROUP, INC.

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

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


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 16, 2010   Meeting Type: Annual
Record Date:  JAN 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel H. Armacost       For       For          Management
1.2   Elect Director Charles Crocker          For       For          Management
1.3   Elect Director Joseph R. Hardiman       For       For          Management
1.4   Elect Director Robert D. Joffe          For       For          Management
1.5   Elect Director Charles B. Johnson       For       For          Management
1.6   Elect Director Gregory E. Johnson       For       For          Management
1.7   Elect Director Rupert H. Johnson, Jr.   For       For          Management
1.8   Elect Director Thomas H. Kean           For       For          Management
1.9   Elect Director Chutta Ratnathicam       For       For          Management
1.10  Elect Director Peter M. Sacerdote       For       For          Management
1.11  Elect Director Laura Stein              For       For          Management
1.12  Elect Director Anne M. Tatlock          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B.M. Rankin, Jr.         For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

GENERAL ELECTRIC COMPANY

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

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


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

GOLDMAN SACHS GROUP, INC., THE

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

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


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

HALLIBURTON COMPANY

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

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


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

HERTZ GLOBAL HOLDINGS, INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry H. Beracha         For       For          Management
1.2   Elect Director Brian A. Bernasek        For       Withhold     Management
1.3   Elect Director Robert F. End            For       Withhold     Management
1.4   Elect Director George W. Tamke          For       Withhold     Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

HESS CORPORATION

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

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


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

HEWLETT-PACKARD COMPANY

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

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


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

HOME DEPOT, INC., THE

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

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


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

HONEYWELL INTERNATIONAL INC.

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

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


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

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roberts M. Baylis        For       For          Management
1.2   Elect Director Willard W. Brittain, Jr. For       For          Management
3     Elect Director Terence C. Golden        For       For          Management
4     Elect Director Ann McLaughlin Korologos For       For          Management
5     Elect Director Richard E. Marriott      For       For          Management
6     Elect Director John B. Morse, Jr.       For       For          Management
7     Elect Director Gordon H. Smith          For       For          Management
8     Elect Director W. Edward Walter         For       For          Management
9     Ratify Auditors                         For       For          Management


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

INTEL CORPORATION

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

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


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

J. C. PENNEY COMPANY, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Colleen C. Barrett       For       For          Management
2     Elect Director M. Anthony Burns         For       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 G.B. Laybourne           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


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

JOHNSON & JOHNSON

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

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


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

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management


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

JPMORGAN CHASE & CO.

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

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


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 10, 2010

#     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 Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Reduce Supermajority Vote Requirement   Against   For          Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder


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

KRAFT FOODS INC

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

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


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 28, 2009   Meeting Type: Annual
Record Date:  MAY 29, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert E. Angelica       For       For          Management
1.2   Elect Director Barry W. Huff            For       For          Management
1.3   Elect Director John E. Koerner, III     For       Withhold     Management
1.4   Elect Director Cheryl Gordon Krongard   For       Withhold     Management
1.5   Elect Director Scott C. Nuttall         For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Compensation- Make Changes to the       Against   For          Shareholder
      Executive Incentive Compensation Plan
      (EICP) as Applied to Senior Executives
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

MARRIOTT INTERNATIONAL, INC.

Ticker:       MAR            Security ID:  571903202
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director J.W. Marriott, Jr.       For       For          Management
2     Elect Director John W. Marriott, III    For       For          Management
3     Elect Director Mary K. Bush             For       For          Management
4     Elect Director Lawrence W. Kellner      For       For          Management
5     Elect Director Debra L. Lee             For       For          Management
6     Elect Director George Munoz             For       For          Management
7     Elect Director Harry J. Pearce          For       For          Management
8     Elect Director Steven S Reinemund       For       For          Management
9     Elect Director W. Mitt Romney           For       For          Management
10    Elect Director  William J. Shaw         For       For          Management
11    Elect Director Lawrence M. Small        For       For          Management
12    Ratify Auditors                         For       For          Management


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

MERCK & CO., INC.

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

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


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

METLIFE, INC.

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

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


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 10, 2009   Meeting Type: Annual
Record Date:  OCT 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven R. Appleton       For       For          Management
2     Elect Director Teruaki Aoki             For       For          Management
3     Elect Director James W. Bagley          For       For          Management
4     Elect Director Robert L. Bailey         For       For          Management
5     Elect Director Mercedes Johnson         For       For          Management
6     Elect Director Lawrence N. Mondry       For       For          Management
7     Elect Director Robert E. Switz          For       For          Management
8     Approve Executive Incentive Bonus Plan  For       For          Management
9     Ratify Auditors                         For       For          Management


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roy J. Bostock           For       Against      Management
2     Elect Director Erskine B. Bowles        For       For          Management
3     Elect Director Howard J. Davies         For       For          Management
4     Elect Director James P. Gorman          For       For          Management
5     Elect Director James H. Hance, Jr.      For       For          Management
6     Elect Director Nobuyuki Hirano          For       For          Management
7     Elect Director C. Robert Kidder         For       For          Management
8     Elect Director John J. Mack             For       For          Management
9     Elect Director Donald T. Nicolaisen     For       For          Management
10    Elect Director Charles H. Noski         For       For          Management
11    Elect Director Hutham S. Olayan         For       For          Management
12    Elect Director O. Griffith Sexton       For       For          Management
13    Elect Director Laura D. Tyson           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                For       For          Management
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
18    Stock Retention/Holding Period          Against   Against      Shareholder
19    Require Independent Board Chairman      Against   Against      Shareholder
20    Report on Pay Disparity                 Against   Against      Shareholder
21    Claw-back of Payments under             Against   Against      Shareholder
      Restatements


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

NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. DiMicco        For       For          Management
1.2   Elect Director James D. Hlavacek        For       For          Management
1.3   Elect Director John H. Walker           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   Against      Shareholder


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

OCCIDENTAL PETROLEUM CORPORATION

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

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


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

ORACLE CORP.

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

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


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jay L. Geldmacher        For       For          Management
1.2   Elect Director Albert P.l. Stroucken    For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
1.4   Elect Director Thomas L. Young          For       For          Management
2     Ratify Auditors                         For       For          Management


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

PARKER-HANNIFIN CORPORATION

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 28, 2009   Meeting Type: Annual
Record Date:  AUG 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William E. Kassling      For       For          Management
1.2   Elect Director Robert J. Kohlhepp       For       For          Management
1.3   Elect Director Giulio Mazzalupi         For       For          Management
1.4   Elect Director Klaus-Peter Muller       For       For          Management
1.5   Elect Director Joseph M. Scaminace      For       For          Management
1.6   Elect Director Wolfgang R. Schmitt      For       For          Management
1.7   Elect Director Markos I. Tambakeras     For       For          Management
1.8   Elect Director James L. Wainscott       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Require Independent Board Chairman      Against   Against      Shareholder


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

PEPSICO, INC.

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

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


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

PFIZER INC.

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

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


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

PNC FINANCIAL SERVICES GROUP, INC., THE

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

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


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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 6, 2010    Meeting Type: Annual/Special
Record Date:  MAR 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect C. M. Burley as Director          For       For          Management
1.2   Elect W. J. Doyle as Director           For       For          Management
1.3   Elect J. W. Estey as Director           For       For          Management
1.4   Elect C. S. Hoffman as Director         For       For          Management
1.5   Elect D. J. Howe as Director            For       For          Management
1.6   Elect A. D. Laberge as Director         For       For          Management
1.7   Elect K. G. Martell as Director         For       For          Management
1.8   Elect J. J. McCaig as Director          For       For          Management
1.9   Elect M. Mogford as Director            For       For          Management
1.10  Elect P. J. Schoenhals as Director      For       For          Management
1.11  Elect E. R. Stromberg as Director       For       For          Management
1.12  Elect E. Viyella de Paliza as Director  For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Approve Performance Option Plan         For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
      Approach


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

PROCTER & GAMBLE COMPANY, THE

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

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


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Baltimore, Jr. For       For          Management
2     Elect Director Gordon M. Bethune        For       For          Management
3     Elect Director Gaston Caperton          For       For          Management
4     Elect Director Gilbert F. Casellas      For       For          Management
5     Elect Director James G. Cullen          For       For          Management
6     Elect Director William H. Gray, III     For       For          Management
7     Elect Director Mark B. Grier            For       For          Management
8     Elect Director Jon F. Hanson            For       For          Management
9     Elect Director Constance J. Horner      For       For          Management
10    Elect Director Karl J. Krapek           For       For          Management
11    Elect Director Christine A. Poon        For       For          Management
12    Elect Director John R. Strangfield      For       For          Management
13    Elect Director James A. Unruh           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: AUG 18, 2009   Meeting Type: Special
Record Date:  JUL 10, 2009

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


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles L. Blackburn     For       For          Management
2     Elect Director Anthony V. Dub           For       For          Management
3     Elect Director V. Richard Eales         For       For          Management
4     Elect Director Allen Finkelson          For       For          Management
5     Elect Director James M. Funk            For       For          Management
6     Elect Director Jonathan S. Linker       For       For          Management
7     Elect Director Kevin S. McCarthy        For       For          Management
8     Elect Director John H. Pinkerton        For       For          Management
9     Elect Director Jeffrey L. Ventura       For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Ratify Auditors                         For       For          Management


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Vernon E. Clark          For       For          Management
2     Elect Director John M. Deutch           For       For          Management
3     Elect Director Stephen J. Hadley        For       For          Management
4     Elect Director Frederic M. Poses        For       For          Management
5     Elect Director Michael C. Ruettgers     For       For          Management
6     Elect Director Ronald L. Skates         For       For          Management
7     Elect Director William R. Spivey        For       For          Management
8     Elect Director Linda G. Stuntz          For       For          Management
9     Elect Director William H. Swanson       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Provide Right to Call Special Meeting   For       For          Management
12    Approve Omnibus Stock Plan              For       For          Management
13    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
14    Submit SERP to Shareholder Vote         Against   Against      Shareholder
15    Provide Right to Act by Written Consent Against   Against      Shareholder


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel W. Bartholomew,   For       For          Management
      Jr.
2     Elect Director George W. Bryan          For       For          Management
3     Elect Director David J. Cooper, Sr.     For       For          Management
4     Elect Director Earnest W. Deavenport,   For       For          Management
      Jr.
5     Elect Director Don DeFosset             For       For          Management
6     Elect Director O.B. Grayson Hall, Jr.   For       For          Management
7     Elect Director Charles D. McCrary       For       For          Management
8     Elect Director James R. Malone          For       For          Management
9     Elect Director Susan W. Matlock         For       For          Management
10    Elect Director John E. Maupin, Jr.      For       For          Management
11    Elect Director John R. Roberts          For       For          Management
12    Elect Director Lee J. Styslinger III    For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Increase Authorized Common Stock        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Adopt Anti Gross-up Policy              Against   Against      Shareholder
18    Report on Political Contributions       Against   Against      Shareholder


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

SCHLUMBERGER LTD.

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

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


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

SOUTHERN COMPANY, THE

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

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


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

SOUTHWESTERN ENERGY COMPANY

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lewis E. Epley, Jr.      For       For          Management
1.2   Elect Director Robert L. Howard         For       For          Management
1.3   Elect Director Harold M. Korell         For       For          Management
1.4   Elect Director Vello A. Kuuskraa        For       For          Management
1.5   Elect Director Kenneth R. Mourton       For       For          Management
1.6   Elect Director Steven L. Mueller        For       For          Management
1.7   Elect Director Charles E. Scharlau      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Report on Political Contributions       Against   Against      Shareholder


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A401
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adam M. Aron             For       For          Management
1.2   Elect Director Charlene Barshefsky      For       For          Management
1.3   Elect Director Thomas E. Clarke         For       For          Management
1.4   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.5   Elect Director Bruce W. Duncan          For       For          Management
1.6   Elect Director Lizanne Galbreath        For       For          Management
1.7   Elect Director Eric Hippeau             For       For          Management
1.8   Elect Director Stephen R. Quazzo        For       For          Management
1.9   Elect Director Thomas O. Ryder          For       For          Management
1.10  Elect Director Frits van Paasschen      For       For          Management
1.11  Elect Director Kneeland C. Youngblood   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management


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

STATE STREET CORPORATION

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

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


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

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867224107
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel E. Benson            For       For          Management
1.2   Elect Director Brian A. Canfield        For       For          Management
1.3   Elect Director Dominic D'Alessandro     For       For          Management
1.4   Elect Director John T. Ferguson         For       For          Management
1.5   Elect Director W. Douglas Ford          For       For          Management
1.6   Elect Director Richard L. George        For       For          Management
1.7   Elect Director Paul Haseldonckx         For       For          Management
1.8   Elect Director John R. Huff             For       For          Management
1.9   Elect Director Jacques Lamarre          For       For          Management
1.10  Elect Director Brian F. MacNeill        For       For          Management
1.11  Elect Director Maureen McCaw            For       For          Management
1.12  Elect Director Michael W. O'Brien       For       For          Management
1.13  Elect Director James W. Simpson         For       For          Management
1.14  Elect Director Eira Thomas              For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Beall, II      For       For          Management
2     Elect Director Alston D. Correll        For       For          Management
3     Elect Director Jeffrey C. Crowe         For       For          Management
4     Elect Director Patricia C. Frist        For       For          Management
5     Elect Director Blake P. Garrett, Jr.    For       For          Management
6     Elect Director David H. Hughes          For       For          Management
7     Elect Director M. Douglas Ivester       For       For          Management
8     Elect Director J. Hicks Lanier          For       For          Management
9     Elect Director William A. Linnenbringer For       For          Management
10    Elect Director G. Gilmer Minor, III     For       For          Management
11    Elect Director Larry L. Prince          For       For          Management
12    Elect Director Frank S. Royal, M.D.     For       For          Management
13    Elect Director Thomas R. Watjen         For       For          Management
14    Elect Director James M. Wells, III      For       For          Management
15    Elect Director Karen Hastie Williams    For       For          Management
16    Elect Director Phail Wynn, Jr.          For       For          Management
17    Amend Management Incentive Bonus Plan   For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote on Executive Compensation For       For          Management
20    Prepare Sustainability Report           Against   Against      Shareholder


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 14, 2010   Meeting Type: Annual
Record Date:  FEB 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward C. Bernard        For       For          Management
2     Elect Director James T. Brady           For       For          Management
3     Elect Director J. Alfred Broaddus, Jr.  For       For          Management
4     Elect Director Donald B. Hebb, Jr.      For       For          Management
5     Elect Director James A.C. Kennedy       For       For          Management
6     Elect Director Brian C. Rogers          For       For          Management
7     Elect Director Alfred Sommer, PHD       For       For          Management
8     Elect Director Dwight S. Taylor         For       For          Management
9     Elect Director Anne Marie Whittemore    For       For          Management
10    Ratify Auditors                         For       For          Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Calvin Darden            For       For          Management
2     Elect Director Anne M. Mulcahy          For       For          Management
3     Elect Director Stephen W. Sanger        For       For          Management
4     Elect Director Gregg W. Steinhafel      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Amend Articles of Incorporation         For       For          Management
9     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

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

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


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R.W. Babb, Jr.           For       For          Management
2     Elect Director D.L. Boren               For       For          Management
3     Elect Director D.A. Carp                For       For          Management
4     Elect Director C.S. Cox                 For       For          Management
5     Elect Director D.R. Goode               For       For          Management
6     Elect Director S.P. MacMillan           For       For          Management
7     Elect Director P.H. Patsley             For       For          Management
8     Elect Director W.R. Sanders             For       For          Management
9     Elect Director R.J. Simmons             For       For          Management
10    Elect Director R.K. Templeton           For       For          Management
11    Elect Director C.T. Whitman             For       For          Management
12    Ratify Auditors                         For       For          Management


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

TIME WARNER CABLE INC.

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

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


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

TIME WARNER INC.

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

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


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

UNITED STATES STEEL CORPORATION

Ticker:       X              Security ID:  912909108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John G. Drosdick         For       For          Management
1.2   Elect Director Charles R. Lee           For       For          Management
1.3   Elect Director Jeffrey M. Lipton        For       For          Management
1.4   Elect Director Dan O. Dinges            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve/Amend Executive Incentive Bonus For       For          Management
      Plan


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis R. Chenevert       For       For          Management
1.2   Elect Director John V. Faraci           For       For          Management
1.3   Elect Director Jean-Pierre Garnier,     For       For          Management
      Ph.D.
1.4   Elect Director Jamie S. Gorelick        For       For          Management
1.5   Elect Director Carlos M. Gutierrez      For       For          Management
1.6   Elect Director Edward A. Kangas         For       For          Management
1.7   Elect Director Charles R. Lee           For       For          Management
1.8   Elect Director Richard D. McCormick     For       For          Management
1.9   Elect Director Harold McGraw, III       For       For          Management
1.10  Elect Director Richard B. Myers         For       For          Management
1.11  Elect Director H. Patrick Swygert       For       For          Management
1.12  Elect Director Andre Villeneuve         For       For          Management
1.13  Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

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


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

VERIZON COMMUNICATIONS INC.

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

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


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John E. Bryson           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Judith L. Estrin         For       For          Management
5     Elect Director Robert A. Iger           For       For          Management
6     Elect Director Steven P. Jobs           For       For          Management
7     Elect Director Fred H. Langhammer       For       For          Management
8     Elect Director Aylwin B. Lewis          For       For          Management
9     Elect Director Monica C. Lozano         For       For          Management
10    Elect Director Robert W. Matschullat    For       For          Management
11    Elect Director John E. Pepper, Jr.      For       For          Management
12    Elect Director Sheryl Sandberg          For       For          Management
13    Elect Director Orin C. Smith            For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Reduce Supermajority Vote Requirement   For       For          Management
17    Reduce Supermajority Vote Requirement   For       For          Management
18    Amend Articles of Incorporation to      For       For          Management
      Delete Certain Tracking Stock
      Provisions
19    Amend Articles of Incorporation to      For       For          Management
      Delete Classified Board Transition
      Provisions
20    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
21    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination Based on Ex-Gay Status


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

WELLPOINT, INC.

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

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


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

WELLS FARGO & COMPANY

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

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

========== END NPX REPORT
</PRE>

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, 2010