UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811- 1899

Dreyfus Research Growth Fund, Inc.

(Exact name of registrant as specified in charter)

c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166

(Address of principal executive offices) (Zip code)

Michael A. Rosenberg, Esq.
200 Park Avenue
New York, New York 10166

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000

Date of fiscal year end: 2/28(9)

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

Item 1. Proxy Voting Record

====================== DREYFUS RESEARCH GROWTH FUND, INC. ======================

ACCENTURE LTD
Ticker:		ACN	Security ID: G1150G111
Meeting Date: FEB 12, 2009			Meeting Type: Annual
Record Date: DEC 15, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: CHARLES H. GIANCARLO
2	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: DINA DUBLON
3	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: WILLIAM D. GREEN
4	RE-APPOINTMENT TO THE BOARD OF			For	Against	Management
	DIRECTORS: NOBUYUKI IDEI
5	RE-APPOINTMENT TO THE BOARD OF			For	For	Management
	DIRECTORS: MARJORIE MAGNER
6	RATIFY AUDITORS			For	For	Management

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ACE LTD.
Ticker:		ACE	Security ID: G0070K103
Meeting Date: JUL 14, 2008			Meeting Type: Annual
Record Date: MAY 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	ELECTION OF DIRECTOR: MICHAEL G. ATIEH			For	For	Management
	TO TERM EXPIRING IN 2009.
2	ELECTION OF DIRECTOR: MARY A. CIRILLO			For	For	Management
	TO TERM EXPIRING IN 2009.
3	ELECTION OF DIRECTOR: BRUCE L. CROCKETT       For				For	Management
	TO TERM EXPIRING IN 2009.
4	ELECTION OF DIRECTOR: THOMAS J. NEFF TO       For				For	Management
	TERM EXPIRING IN 2009.
5	ELECTION OF DIRECTOR: GARY M. STUART TO For				For	Management
	TERM EXPIRING IN 2009.
6	ELECTION OF DIRECTOR: ROBERT M.			For	For	Management
	HERNANDEZ TO TERM EXPIRING IN 2010.
7	ELECTION OF DIRECTOR: PETER MENIKOFF TO For				For	Management
	TERM EXPIRING IN 2010.
8	ELECTION OF DIRECTOR: ROBERT RIPP TO			For	For	Management
	TERM EXPIRING IN 2010.
9	ELECTION OF DIRECTOR: DERMOT F. SMURFIT       For				For	Management
	TO TERM EXPIRING IN 2010.
10	ELECTION OF DIRECTOR: EVAN G. GREENBERG       For				For	Management
	TO TERM EXPIRING IN
11	ELECTION OF DIRECTOR: JOHN A. KROL TO			For	For	Management
	TERM EXPIRING IN 2011.
12	ELECTION OF DIRECTOR: LEO F. MULLIN TO			For	For	Management

	TERM EXPIRING IN 2011.
13	ELECTION OF DIRECTOR: OLIVIER STEIMER	For	For	Management
	TO TERM EXPIRING IN 2011.
14	APPROVAL OF THE AMENDMENT (THE	For	For	Management
	DE-REGISTRATION AMENDMENT ) TO THE
	COMPANY S MEMORANDUM OF ASSOCIATION AND
	ARTICLES OF ASSOCIATION TO PERMIT THE
	DEREGISTRATION OF THE COMPANY FROM THE
	CAYMAN ISLANDS
15	APPROVAL OF THE AMENDMENT (THE	For	For	Management
	FINANCIAL STATEMENT AMENDMENT ) TO THE
	COMPANY S ARTICLES OF ASSOCIATION TO
	REQUIRE THE COMPANY TO PREPARE AND
	PROVIDE TO SHAREHOLDERS NOT LESS THAN
	ANNUALLY AN UNCONSOLIDATED BALANCE
	SHEET OF THE COMPANY
16	APPROVAL OF AMENDMENTS TO THE ARTICLES	For	For	Management
	OF ASSOCIATION WHICH WILL HAVE THE
	EFFECT OF INCREASING THE PAR VALUE OF
	THE ORDINARY SHARES FROM $0.041666667
	TO AN AMOUNT IN SWISS FRANCS EQUAL TO
	$11,000,000,000 DIVIDED BY THE NUMBER
	OF OUR ORDINARY SHARES
17	APPROVAL OF THE COMPANY S	For	For	Management
	DE-REGISTRATION FROM THE CAYMAN ISLANDS
	AND CONTINUATION IN SWITZERLAND (THE
	CONTINUATION )
18	APPROVAL OF THE NAME OF THE COMPANY	For	For	Management
19	APPROVAL OF THE CHANGE OF THE PURPOSE	For	For	Management
	OF THE COMPANY
20	APPROVAL OF THE REARRANGEMENT OF THE	For	For	Management
	COMPANY S EXISTING SHARE CAPITAL
21	APPROVAL OF THE COMPANY S ARTICLES OF	For	For	Management
	ASSOCIATION
22	CONFIRMATION OF SWISS LAW AS THE	For	For	Management
	AUTHORITATIVE LEGISLATION GOVERNING THE
	COMPANY
23	CONFIRMATION OF THE PRINCIPAL PLACE OF	For	For	Management
	BUSINESS OF THE COMPANY AS ZURICH,
	SWITZERLAND
24	RATIFY AUDITORS	For	For	Management
25	APPROVAL OF THE COMPANY S 2004	For	For	Management
	LONG-TERM INCENTIVE PLAN AS AMENDED
	THROUGH THE FOURTH AMENDMENT
26	RATIFY AUDITORS	For	For	Management
27	APPROVAL OF PAYMENT OF A DIVIDEND	For	For	Management
	THROUGH A REDUCTION OF THE PAR VALUE OF
	OUR SHARES IN AN AMOUNT EQUAL TO THE
	SWISS FRANC EQUIVALENT OF $0.87,
	CONVERTED INTO SWISS FRANCS

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ADOBE SYSTEMS INC.
Ticker:	ADBE	Security ID: 00724F101

Meeting Date: APR 1, 2009		Meeting Type: Annual
Record Date: FEB 9, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Robert K. Burgess		For	For	Management
2	Elect Director Carol Mills		For	For	Management
3	Elect Director Daniel Rosensweig		For	For	Management
4	Elect Director Robert Sedgewick		For	For	Management
5	Elect Director John E. Warnock		For	For	Management
6	Amend Omnibus Stock Plan		For	For	Management
7	Ratify Auditors		For	For	Management

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AFLAC INCORPORATED
Ticker:		AFL	Security ID:	001055102
Meeting Date: MAY 4, 2009			Meeting Type: Annual
Record Date: FEB 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel P. Amos			For	For	Management
1.2	Elect Director John Shelby Amos, II			For	For	Management
1.3	Elect Director Paul S. Amos, II			For	For	Management
1.4	Elect Director Yoshiro Aoki			For	For	Management
1.5	Elect Director Michael H. Armacost			For	For	Management
1.6	Elect Director Kriss Cloninger, III			For	For	Management
1.7	Elect Director Joe Frank Harris			For	For	Management
1.8	Elect Director Elizabeth J. Hudson			For	For	Management
1.9	Elect Director Kenneth S. Janke, Sr.			For	For	Management
1.10	Elect Director Douglas W. Johnson			For	For	Management
1.11	Elect Director Robert B. Johnson			For	For	Management
1.12	Elect Director Charles B. Knapp			For	For	Management
1.13	Elect Director E. Stephen Purdom			For	For	Management
1.14	Elect Director Barbara K. Rimer			For	For	Management
1.15	Elect Director Marvin R. Schuster			For	For	Management
1.16	Elect Director David Gary Thompson			For	For	Management
1.17	Elect Director Robert L. Wright			For	For	Management
2	Advisory Vote to Ratify Named Executive For				For	Management
	Officers' Compensation
3	Ratify Auditors			For	For	Management

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AKAMAI TECHNOLOGIES, INC.
Ticker:		AKAM	Security ID:	00971T101
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George H. Conrades			For	For	Management
1.2	Elect Director Martin M. Coyne II			For	For	Management
1.3	Elect Director Jill A. Greenthal			For	For	Management
1.4	Elect Director Geoffrey A. Moore			For	For	Management

2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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ALEXION PHARMACEUTICALS, INC.
Ticker:		ALXN	Security ID:	015351109
Meeting Date: MAY 13, 2009			Meeting Type: Annual
Record Date: MAR 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leonard Bell			For	For	Management
1.2	Elect Director Max Link			For	For	Management
1.3	Elect Director Joseph A. Madri			For	For	Management
1.4	Elect Director Larry L. Mathis			For	For	Management
1.5	Elect Director R. Douglas Norby			For	For	Management
1.6	Elect Director Alvin S. Parven			For	For	Management
1.7	Elect Director Ruedi E. Waeger			For	For	Management
2	Ratify Auditors			For	For	Management

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AMERICAN EAGLE OUTFITTERS, INC.
Ticker:		AEO	Security ID:	02553E106
Meeting Date: JUN 16, 2009			Meeting Type: Annual
Record Date: APR 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Janice E. Page			For	For	Management
2	Elect Director J. Thomas Presby			For	For	Management
3	Elect Director Gerald E. Wedren			For	For	Management
4	Amend Omnibus Stock Plan			For	For	Management
5	Ratify Auditors			For	For	Management

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AMGEN, INC.
Ticker:		AMGN	Security ID:	031162100
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director David Baltimore			For	For	Management
2	Elect Director Frank J. Biondi, Jr.			For	For	Management
3	Elect Director Francois de Carbonnel			For	For	Management
4	Elect Director Jerry D. Choate			For	For	Management
5	Elect Director Vance D. Coffman			For	For	Management
6	Elect Director Frederick W. Gluck			For	For	Management
7	Elect Director Frank C. Herringer			For	For	Management
8	Elect Director Gilbert S. Omenn			For	For	Management
9	Elect Director Judith C. Pelham			For	For	Management

10	Elect Director J. Paul Reason	For	For	Management
11	Elect Director Leonard D. Schaeffer	For	For	Management
12	Elect Director Kevin W. Sharer	For	For	Management
13	Ratify Auditors	For	For	Management
14	Approve Omnibus Stock Plan	For	Against	Management
15	Reduce Supermajority Vote Requirement	For	For	Management
16	Amend Articles/Bylaws/Charter -- Call	Against	For	Shareholder
	Special Meetings
17	Reincorporate in Another State [from	Against	Against	Shareholder
	Delaware to North Dakota ]

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AMPHENOL CORP.
Ticker:		APH	Security ID:	032095101
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward G. Jepsen				For	For	Management
1.2	Elect Director John R. Lord				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Approve Omnibus Stock Plan				For	For	Management

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ANALOG DEVICES, INC.
Ticker:		ADI	Security ID:	032654105
Meeting Date: MAR 10, 2009			Meeting Type: Annual
Record Date: JAN 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James A. Champy			For	For	Management
1.2	Elect Director Yves-Andre Istel			For	For	Management
1.3	Elect Director Neil Novich			For	For	Management
1.4	Elect Director Kenton J. Sicchitano			For	For	Management
2	Ratify Auditors			For	For	Management
3	Declassify the Board of Directors			Against	For	Shareholder

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APPLE INC.
Ticker:		AAPL	Security ID:	037833100
Meeting Date: FEB 25, 2009			Meeting Type: Annual
Record Date:		DEC 29, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William V. Campbell			For	For	Management
1.2	Elect Director Millard S. Drexler			For	For	Management
1.3	Elect Director Albert A. Gore, Jr.			For	For	Management

1.4	Elect Director Steven P. Jobs	For	For	Management
1.5	Elect Director Andrea Jung	For	For	Management
1.6	Elect Director A.D. Levinson	For	For	Management
1.7	Elect Director Eric E. Schmidt	For	For	Management
1.8	Elect Director Jerome B. York	For	For	Management
2	Report on Political Contributions	Against	Against	Shareholder
3	Adopt Principles for Health Care Reform Against		Against	Shareholder
4	Prepare Sustainability Report	Against	Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation

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BAXTER INTERNATIONAL INC.
Ticker:		BAX	Security ID:	071813109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Walter E. Boomer			For	For	Management
1.2	Elect Director James R. Gavin III			For	For	Management
1.3	Elect Director Peter S. Hellman			For	For	Management
1.4	Elect Director K. J. Storm			For	For	Management
2	Ratify Auditors			For	For	Management
3	Report on Animal Testing			Against	Against	Shareholder

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BIOGEN IDEC INC.
Ticker:		BIIB	Security ID: 09062X103
Meeting Date: JUN 3, 2009			Meeting Type: Proxy Contest
Record Date: APR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
	Management Proxy (White Card)
1.1	Elect Director Lawrence C. Best			For	None	Management
1.2	Elect Director Alan B. Glassberg			For	None	Management
1.3	Elect Director Robert W. Pangia			For	None	Management
1.4	Elect Director William D. Young			For	None	Management
2	Ratify Auditors			For	None	Management
3	Adopt Majority Voting for Uncontested			For	None	Management
	Election of Directors
4	Fix Size of Board at 13 and Remove the			Against	None	Shareholder
	Board's Ability to Change the Size of
	the Board
5	Reincorporate in Another State [North			Against	None	Shareholder
	Dakota]
#	Proposal			Diss Rec	Vote Cast	Sponsor
	Dissident Proxy (Gold Card)
1.1	Elect Director Alexander J. Denner			For	For	Shareholder
1.2	Elect Director Richard C. Mulligan			For	For	Shareholder
1.3	Elect Director Thomas F. Deuel			For	Withhold	Shareholder

1.4	Elect Director David Sidransky	For	Withhold	Shareholder
2	Fix Size of Board at 13 and Remove the	For	For	Shareholder
	Board's Ability to Change the Size of
	the Board
3	Reincorporate in Another State [North	For	Against	Shareholder
	Dakota]
4	Ratify Auditors	For	For	Management
5	Adopt Majority Voting for Uncontested	For	For	Management
	Election of Directors

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BMC SOFTWARE, INC.
Ticker:		BMC	Security ID:	055921100
Meeting Date: JUL 22, 2008			Meeting Type: Annual
Record Date: MAY 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director B. Garland Cupp			For	For	Management
1.2	Elect Director Robert E. Beauchamp			For	For	Management
1.3	Elect Director Jon E. Barfield			For	For	Management
1.4	Elect Director Gary Bloom			For	For	Management
1.5	Elect Director Meldon K. Gafner			For	For	Management
1.6	Elect Director P. Thomas Jenkins			For	For	Management
1.7	Elect Director Louis J. Lavigne, Jr.			For	For	Management
1.8	Elect Director Kathleen A. O'Neil			For	For	Management
1.9	Elect Director Tom C. Tinsley			For	For	Management
2	Ratify Auditors			For	For	Management

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BROADCOM CORP.
Ticker:		BRCM	Security ID:	111320107
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George L. Farinsky			For	For	Management
1.2	Elect Director Nancy H. Handel			For	For	Management
1.3	Elect Director Eddy W. Hartenstein			For	Withhold	Management
1.4	Elect Director John Major			For	Withhold	Management
1.5	Elect Director Scott A. McGregor			For	For	Management
1.6	Elect Director William T. Morrow			For	For	Management
1.7	Elect Director Robert E. Switz			For	For	Management
2	Ratify Auditors			For	For	Management

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CAMERON INTERNATIONAL CORP
Ticker:	CAM	Security ID: 13342B105
Meeting Date: MAY 13, 2009		Meeting Type: Annual

Record Date: MAR 16, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. Baker Cunningham	For	Withhold	Management
1.2	Elect Director Sheldon R. Erikson	For	Withhold	Management
1.3	Elect Director Douglas L. Foshee	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

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CARNIVAL CORP.
Ticker:		CCL	Security ID: 143658300
Meeting Date: APR 15, 2009			Meeting Type: Annual
Record Date: FEB 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	DIRECTOR MICKY ARISON			For	For	Management
1.2	DIRECTOR A. RICHARD G. CAPEN, JR			For	For	Management
1.3	DIRECTOR ROBERT H. DICKINSON			For	For	Management
1.4	DIRECTOR ARNOLD W. DONALD			For	For	Management
1.5	DIRECTOR PIER LUIGI FOSCHI			For	For	Management
1.6	DIRECTOR HOWARD S. FRANK			For	For	Management
1.7	DIRECTOR RICHARD J. GLASIER			For	For	Management
1.8	DIRECTOR MODESTO A. MAIDIQUE			For	For	Management
1.9	DIRECTOR SIR JOHN PARKER			For	For	Management
1.10	DIRECTOR PETER G. RATCLIFFE			For	For	Management
1.11	DIRECTOR STUART SUBOTNICK			For	For	Management
1.12	DIRECTOR LAURA WEIL			For	For	Management
1.13	DIRECTOR RANDALL J. WEISENBURGER			For	For	Management
1.14	DIRECTOR UZI ZUCKER			For	For	Management
2	TO RE-APPOINT PRICEWATERHOUSECOOPERS			For	For	Management
	LLP AS INDEPENDENTAUDITORS FOR CARNIVAL
	PLC.
3	TO AUTHORIZE THE AUDIT COMMITTEE OF			For	For	Management
	CARNIVAL PLC TO AGREE TO THE
	REMUNERATION OF THE INDEPENDENT
	AUDITORS.
4	TO RECEIVE THE UK ACCOUNTS AND REPORTS			For	For	Management
	OF THE DIRECTORS AND AUDITORS OF
	CARNIVAL PLC FOR THE FINANCIAL YEAR
	ENDED NOVEMBER 30, 2008.
5	TO APPROVE THE DIRECTORS REMUNERATION			For	Against	Management
	REPORT OF CARNIVAL PLC FOR THE
	FINANCIAL YEAR ENDED NOVEMBER 30, 2008.
6	TO INCREASE THE AMOUNT OF THE			For	For	Management
	AUTHORIZED BUT UNISSUED SHARE CAPITAL
	OF CARNIVAL PLC.
7	TO ADOPT THE AMENDED AND RESTATED			For	For	Management
	ARTICLES OF ASSOCIATION OF CARNIVAL
	PLC.
8	TO APPROVE CERTAIN AMENDMENTS TO THE			For	For	Management
	ARTICLES OF ASSOCIATION OF CARNIVAL
	PLC, TO TAKE EFFECT FROM OCTOBER 1,
	2009.

9	TO APPROVE THE GIVING OF AUTHORITY FOR	For	For	Management
	THE ALLOTMENT OF NEW SHARES BY CARNIVAL
	PLC.
10	TO APPROVE THE DISAPPLICATION OF	For	For	Management
	PRE-EMPTION RIGHTS IN RELATION TO THE
	ALLOTMENT OF NEW SHARES BY CARNIVAL
	PLC.
11	TO APPROVE A GENERAL AUTHORITY FOR	For	For	Management
	CARNIVAL PLC TO BUY BACK CARNIVAL PLC
	ORDINARY SHARES IN THE OPEN MARKET.

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CELGENE CORP.
Ticker:		CELG	Security ID:	151020104
Meeting Date: JUN 17, 2009			Meeting Type: Annual
Record Date: APR 21, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sol J. Barer			For	For	Management
1.2	Elect Director Robert J. Hugin			For	For	Management
1.3	Elect Director Michael D. Casey			For	For	Management
1.4	Elect Director Rodman L. Drake			For	For	Management
1.5	Elect Director A. Hull Hayes, Jr.			For	For	Management
1.6	Elect Director Gilla Kaplan			For	For	Management
1.7	Elect Director James J. Loughlin			For	For	Management
1.8	Elect Director Ernest Mario			For	For	Management
1.9	Elect Director Walter L. Robb			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management
4	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors

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CEPHALON, INC.
Ticker:		CEPH	Security ID:	156708109
Meeting Date: MAY 12, 2009			Meeting Type: Annual
Record Date: MAR 17, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frank Baldino, Jr.,				For	For	Management
	Ph.D.
1.2	Elect Director William P. Egan				For	For	Management
1.3	Elect Director Martyn D. Greenacre				For	For	Management
1.4	Elect Director Vaughn M. Kailian				For	For	Management
1.5	Elect Director Kevin E. Moley				For	For	Management
1.6	Elect Director Charles A. Sanders, M.D. For					For	Management
1.7	Elect Director Gail R. Wilensky, Ph.D.				For	For	Management
1.8	Elect Director Dennis L. Winger				For	For	Management
2	Amend Stock Option Plan				For	For	Management
3	Ratify Auditors				For	For	Management

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Ticker:		CHKP		Security ID: M22465104
Meeting Date: SEP 4, 2008				Meeting Type: Annual
Record Date: JUL 28, 2008
#	Proposal					Mgt Rec	Vote Cast	Sponsor
1	ELECTION OF DIRECTORS: GIL SHWED,					For	Did Not Vote Management
	MARIUS NACHT, JERRY UNGERMAN, DAN
	PROPPER, DAVID RUBNER, TAL SHAVIT NOTE:
	DIRECTORS ARE ELECTED AS A GROUP, NOT
	INDIVIDUALLY
2	REELECTION OF OUTSIDE DIRECTOR: IRWIN					For	Did Not Vote Management
	FEDERMAN
3	REELECTION OF OUTSIDE DIRECTOR: RAY					For	Did Not Vote Management
	ROTHROCK
4	TO RATIFY THE APPOINTMENT AND					For	Did Not Vote Management
	COMPENSATION OF CHECK POINT S
	INDEPENDENT PUBLIC ACCOUNTANTS.
5	TO APPROVE COMPENSATION TO CHECK POINT					For	Did Not Vote Management
	S CHIEF EXECUTIVE OFFICER WHO IS ALSO
	THE CHAIRMAN OF THE BOARD OF DIRECTORS.
6	I AM A CONTROLLING SHAREHOLDER OF THE None						Did Not Vote Management
	COMPANY. MARK FOR = YES OR				AGAINST
	= NO.
7	I HAVE A		PERSONAL INTEREST		IN ITEM 5. None		Did Not Vote Management
	MARK FOR		= YES OR	AGAINST	= NO.

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CHEVRON CORPORATION
Ticker:		CVX	Security ID:	166764100
Meeting Date: MAY 27, 2009			Meeting Type: Annual
Record Date: APR 1, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director S. H. Armacost			For	For	Management
1.2	Elect Director L. F. Deily			For	For	Management
1.3	Elect Director R. E. Denham			For	For	Management
1.4	Elect Director R. J. Eaton			For	For	Management
1.5	Elect Director E. Hernandez			For	For	Management
1.6	Elect Director F. G. Jenifer			For	For	Management
1.7	Elect Director S. Nunn			For	For	Management
1.8	Elect Director D. J. O'Reilly			For	For	Management
1.9	Elect Director D. B. Rice			For	For	Management
1.10	Elect Director K. W. Sharer			For	For	Management
1.11	Elect Director C. R. Shoemate			For	For	Management
1.12	Elect Director R. D. Sugar			For	For	Management
1.13	Elect Director C. Ware			For	For	Management
1.14	Elect Director J. S. Watson			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management

4	Amend Omnibus Stock Plan	For	For	Management
5	Amend Articles/Bylaws/Charter -- Call	Against	Against	Shareholder
	Special Meetings
6	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
7	Adopt Quantitative GHG Goals for	Against	Against	Shareholder
	Products and Operations
8	Adopt Guidelines for Country Selection	Against	Against	Shareholder
9	Adopt Human Rights Policy	Against	Against	Shareholder
10	Report on Market Specific Environmental Against		Against	Shareholder
	Laws

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CISCO SYSTEMS, INC.
Ticker:		CSCO	Security ID: 17275R102
Meeting Date: NOV 13, 2008			Meeting Type: Annual
Record Date: SEP 15, 2008
#	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 Steven M. West			For	For	Management
12	Elect Director Jerry Yang			For	For	Management
13	Ratify Auditors			For	For	Management
14	Amend Bylaws to Establish a Board			Against	Against	Shareholder
	Committee on Human Rights
15	Report on Internet Fragmentation			Against	Against	Shareholder

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

COLGATE-PALMOLIVE CO.
Ticker:		CL	Security ID:	194162103
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John T. Cahill			For	For	Management
1.2	Elect Director Jill K. Conway			For	For	Management
1.3	Elect Director Ian Cook			For	For	Management
1.4	Elect Director Ellen M. Hancock			For	For	Management
1.5	Elect Director David W. Johnson			For	For	Management
1.6	Elect Director Richard J. Kogan			For	For	Management
1.7	Elect Director Delano E. Lewis			For	For	Management
1.8	Elect Director J. Pedro Reinhard			For	For	Management

1.9	Elect Director Stephen I. Sadove	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation

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

COVIDIEN LTD.
Ticker:		COV	Security ID: G2552X108
Meeting Date: MAR 18, 2009			Meeting Type: Annual
Record Date: JAN 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1a	Elect Craig Arnold as Director			For	For	Management
1b	Elect Robert H. Brust as Director			For	For	Management
1c	Elect John M. Connors, Jr. as Director			For	For	Management
1d	Elect Christopher J. Coughlin as			For	For	Management
	Director
1e	Elect Timothy M. Donahue as Director			For	For	Management
1f	Elect Kathy J. Herbert as Director			For	For	Management
1g	Elect Randall J. Hogan, III as			For	For	Management
	Director
1h	Elect Richard J. Meelia as Director			For	For	Management
1i	Elect Dennis H. Reilley as Director			For	For	Management
1j	Elect Tadataka Yamada as Director			For	For	Management
1k	Elect Joseph A. Zaccagnino as Director			For	For	Management
2	Approve Amended and Restated 2007 Stock For				For	Management
	and Incentive Plan
3	Approve Auditors and Authorize Board to For				For	Management
	Fix Their Remuneration

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

COVIDIEN LTD.
Ticker:		COV	Security ID:	G2552X108
Meeting Date: MAY 28, 2009			Meeting Type: Court
Record Date: APR 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Reincorporation from Bermuda to For				For	Management
	Ireland through Scheme of Arrangement
2	Approve the Creation of Distributable			For	For	Management
	Reserves of Covidien plc

3  Adjourn Meeting  For  For  Management 

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

CUMMINS , INC.
Ticker:	CMI	Security ID: 231021106
Meeting Date: MAY 12, 2009		Meeting Type: Annual

Record Date: MAR 16, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Robert J. Bernhard	For	For	Management
2	Elect Director Robert J. Darnall	For	For	Management
3	Elect Director Robert K. Herdman	For	For	Management
4	Elect Director Alexis M. Herman	For	For	Management
5	Elect Director N. Thomas Linebarger	For	For	Management
6	Elect Director William I. Miller	For	For	Management
7	Elect Director Georgia R. Nelson	For	For	Management
8	Elect Director Theodore M. Solso	For	For	Management
9	Elect Director Carl Ware	For	For	Management
10	Ratify Auditors	For	For	Management
11	Amend Omnibus Stock Plan	For	For	Management
12	Approve Executive Incentive Bonus Plan	For	For	Management
13	Adopt and Implement ILO-based Human	Against	Against	Shareholder
	Rights Policy

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

CVS CAREMARK CORP
Ticker:		CVS	Security ID:	126650100
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edwin M. Banks			For	For	Management
1.2	Elect Director C. David Brown II			For	For	Management
1.3	Elect Director David W. Dorman			For	For	Management
1.4	Elect Director Kristen E. Gibney			For	For	Management
	Williams
1.5	Elect Director Marian L. Heard			For	For	Management
1.6	Elect Director William H. Joyce			For	For	Management
1.7	Elect Director Jean-Pierre Million			For	For	Management
1.8	Elect Director Terrence Murray			For	For	Management
1.9	Elect Director C.A. Lance Piccolo			For	For	Management
1.10	Elect Director Sheli Z. Rosenberg			For	For	Management
1.11	Elect Director Thomas M. Ryan			For	For	Management
1.12	Elect Director Richard J. Swift			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings
4	Require Independent Board Chairman			Against	Against	Shareholder
5	Report on Political Contributions			Against	Against	Shareholder
6	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

DANAHER CORP.
Ticker:	DHR	Security ID: 235851102
Meeting Date: MAY 5, 2009		Meeting Type: Annual
Record Date:	MAR 9, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mortimer M. Caplin	For	For	Management
1.2	Elect Director Donald J. Ehrlich	For	For	Management
1.3	Elect Director Walter G. Lohr, Jr.	For	For	Management
1.4	Elect Director Linda P. Hefner	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management
4	Adopt Employment Contract	Against	Against	Shareholder
5	Stock Retention/Holding Period	Against	Against	Shareholder
6	Report on Mercury Product Policies	Against	Against	Shareholder

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

DARDEN RESTAURANTS, INC.
Ticker:		DRI	Security ID:	237194105
Meeting Date: SEP 12, 2008			Meeting Type: Annual
Record Date: JUL 21, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leonard L. Berry				For	For	Management
1.2	Elect Director Odie C. Donald				For	For	Management
1.3	Elect Director David H. Hughes				For	For	Management
1.4	Elect Director Charles A Ledsinger, Jr. For					For	Management
1.5	Elect Director William M. Lewis, Jr.				For	For	Management
1.6	Elect Director Connie Mack, III				For	For	Management
1.7	Elect Director Andrew H. (Drew) Madsen				For	For	Management
1.8	Elect Director Clarence Otis, Jr.				For	For	Management
1.9	Elect Director Michael D. Rose				For	For	Management
1.10	Elect Director Maria A. Sastre				For	For	Management
1.11	Elect Director Jack A. Smith				For	For	Management
2	Amend Omnibus Stock Plan				For	For	Management
3	Ratify Auditors				For	For	Management

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

DIAMOND OFFSHORE DRILLING, INC.

Ticker:		DO	Security ID:	25271C102
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James S. Tisch			For	For	Management
1.2	Elect Director Lawrence R. Dickerson			For	For	Management
1.3	Elect Director John R. Bolton			For	For	Management
1.4	Elect Director Charles L. Fabrikant			For	For	Management
1.5	Elect Director Paul G. Gaffney II			For	For	Management
1.6	Elect Director Edward Grebow			For	For	Management
1.7	Elect Director Herbert C. Hofmann			For	For	Management
1.8	Elect Director Arthur L. Rebell			For	For	Management
1.9	Elect Director Raymond S. Troubh			For	For	Management
2	Ratify Auditors			For	For	Management

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

DOVER CORPORATION
Ticker:		DOV	Security ID:	260003108
Meeting Date: MAY 7, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director D. H. Benson			For	For	Management
1.2	Elect Director R. W. Cremin			For	For	Management
1.3	Elect Director T. J. Derosa			For	For	Management
1.4	Elect Director J-P. M. Ergas			For	For	Management
1.5	Elect Director P. T. Francis			For	For	Management
1.6	Elect Directors K. C. Graham			For	For	Management
1.7	Elect Director J. L. Koley			For	For	Management
1.8	Elect Director R. A. Livingston			For	For	Management
1.9	Elect Director R. K. Lochridge			For	For	Management
1.10	Elect Director B. G. Rethore			For	For	Management
1.11	Elect Director M. B. Stubbs			For	For	Management
1.12	Elect Director M. A. Winston			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management
4	Report on Climate Change			Against	Against	Shareholder
5	Ratify Auditors			For	For	Management

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

EATON CORPORATION
Ticker:		ETN	Security ID:	278058102
Meeting Date: APR 22, 2009			Meeting Type: Annual
Record Date: FEB 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alexander M. Cutler			For	For	Management
1.2	Elect Director Arthur E. Johnson			For	For	Management
1.3	Elect Director Deborah L. McCoy			For	For	Management
1.4	Elect Director Gary L. Tooker			For	For	Management
2	Approve Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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

EMERSON ELECTRIC CO.
Ticker:		EMR	Security ID:	291011104
Meeting Date: FEB 3, 2009			Meeting Type: Annual
Record Date:		NOV 25, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A.A. Busch III			For	For	Management
1.2	Elect Director A.F. Golden			For	For	Management
1.3	Elect Director H. Green			For	For	Management

1.4	Elect Director W.R. Johnson	For	For	Management
1.5	Elect Director J.B. Menzer	For	For	Management
1.6	Elect Director V.R. Loucks, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

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

ESTEE LAUDER COMPANIES INC., THE
Ticker:		EL	Security ID:	518439104
Meeting Date: NOV 7, 2008			Meeting Type: Annual
Record Date: SEP 16, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charlene Barshefsky				For	For	Management
1.2	Elect Director Leonard A. Lauder				For	For	Management
1.3	Elect Director Ronald S. Lauder				For	For	Management
2	Approve Executive Incentive Bonus Plan				For	For	Management
3	Ratify Auditors				For	For	Management

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

FAMILY DOLLAR STORES, INC.
Ticker:		FDO	Security ID:	307000109
Meeting Date: JAN 15, 2009			Meeting Type: Annual
Record Date: NOV 28, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark R. Bernstein			For	For	Management
1.2	Elect Director Pamela L. Davies			For	For	Management
1.3	Elect Director Sharon Allred Decker			For	For	Management
1.4	Elect Director Edward C. Dolby			For	For	Management
1.5	Elect Director Glenn A. Eisenberg			For	For	Management
1.6	Elect Director Howard R. Levine			For	For	Management
1.7	Elect Director George R. Mahoney, Jr.			For	For	Management
1.8	Elect Director James G. Martin			For	For	Management
1.9	Elect Director Harvey Morgan			For	For	Management
1.10	Elect Director Dale C. Pond			For	For	Management
2	Ratify Auditors			For	For	Management

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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:		FCX	Security ID:	35671D857
Meeting Date: JUN 11, 2009			Meeting Type: Annual
Record Date:		APR 14, 2009
#	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	Withhold	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	Withhold	Management
1.6	Elect Director J. Bennett Johnston	For	For	Management
1.7	Elect Director Charles C. Krulak	For	Withhold	Management
1.8	Elect Director Bobby Lee Lackey	For	Withhold	Management
1.9	Elect Director Jon C. Madonna	For	For	Management
1.10	Elect Director Dustan E. McCoy	For	For	Management
1.11	Elect Director Gabrielle K. McDonald	For	For	Management
1.12	Elect Director James R. Moffett	For	For	Management
1.13	Elect Director B.M. Rankin, Jr.	For	For	Management
1.14	Elect Director J. Stapleton Roy	For	For	Management
1.15	Elect Director Stephen H. Siegele	For	For	Management
1.16	Elect Director J. Taylor Wharton	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Request Director Nominee Environmental	Against	Against	Shareholder
	Qualifications

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

GENZYME CORP.
Ticker:		GENZ	Security ID:	372917104
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Douglas A. Berthiaume			For	For	Management
2	Elect Director Gail K. Boudreaux			For	For	Management
3	Elect Director Robert J. Carpenter			For	For	Management
4	Elect Director Charles L. Cooney			For	For	Management
5	Elect Director Victor J. Dzau			For	For	Management
6	Elect Director Connie Mack III			For	For	Management
7	Elect Director Richard F. Syron			For	For	Management
8	Elect Director Henri A. Termeer			For	For	Management
9	Amend Omnibus Stock Plan			For	Against	Management
10	Approve Qualified Employee Stock			For	For	Management
	Purchase Plan
11	Ratify Auditors			For	For	Management

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

GILEAD SCIENCES, INC.
Ticker:		GILD	Security ID:	375558103
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Berg			For	For	Management
1.2	Elect Director John F. Cogan			For	For	Management
1.3	Elect Director Etienne F. Davignon			For	For	Management
1.4	Elect Director James M. Denny			For	For	Management
1.5	Elect Director Carla A. Hills			For	For	Management
1.6	Elect Director John W. Madigan			For	For	Management
1.7	Elect Director John C. Martin			For	For	Management

1.8	Elect Director Gordon E. Moore	For	For	Management
1.9	Elect Director Nicholas G. Moore	For	For	Management
1.10	Elect Director Richard J. Whitley	For	For	Management
1.11	Elect Director Gayle E. Wilson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	For	Management

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

GOODRICH CORPORATION
Ticker:		GR	Security ID: 382388106
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Diane C. Creel			For	For	Management
1.2	Elect Director George A. Davidson, Jr.			For	For	Management
1.3	Elect Director Harris E. DeLoach, Jr.			For	For	Management
1.4	Elect Director James W. Griffith			For	For	Management
1.5	Elect Director William R. Holland			For	For	Management
1.6	Elect Director John P. Jumper			For	For	Management
1.7	Elect Director Marshall O. Larsen			For	For	Management
1.8	Elect Director Lloyd W. Newton			For	For	Management
1.9	Elect Director Douglas E. Olesen			For	For	Management
1.10	Elect Director Alfred M. Rankin, Jr.			For	For	Management
1.11	Elect Director A. Thomas Young			For	For	Management
2	Ratify Auditors			For	For	Management
3	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors

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

GOOGLE INC
Ticker:		GOOG	Security ID: 38259P508
Meeting Date: MAY 7, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Eric Schmidt			For	Withhold	Management
1.2	Elect Director Sergey Brin			For	Withhold	Management
1.3	Elect Director Larry Page			For	Withhold	Management
1.4	Elect Director L. John Doerr			For	Withhold	Management
1.5	Elect Director John L. Hennessy			For	Withhold	Management
1.6	Elect Director Arthur D. Levinson			For	Withhold	Management
1.7	Elect Director Ann Mather			For	Withhold	Management
1.8	Elect Director Paul S. Otellini			For	Withhold	Management
1.9	Elect Director K. Ram Shriram			For	Withhold	Management
1.10	Elect Director Shirley M. Tilghman			For	Withhold	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	Against	Management
4	Report on Political Contributions			For	Against	Shareholder
5	Adopt Policies to Protect Freedom of			Against	Against	Shareholder
	Access to the Internet

6  Adopt Principles for Health Care Reform Against  Against  Shareholder 

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

HESS CORPORATION
Ticker:		HES	Security ID: 42809H107
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.B. Hess			For	For	Management
1.2	Elect Director S.W. Bodman			For	For	Management
1.3	Elect Director R. Lavizzo-Mourey			For	For	Management
1.4	Elect Director C.G. Matthews			For	For	Management
1.5	Elect Director E.H. von Metzsch			For	For	Management
2	Ratify Auditors			For	For	Management

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

HEWLETT-PACKARD COMPANY
Ticker:		HPQ	Security ID:	428236103
Meeting Date: MAR 18, 2009			Meeting Type: Annual
Record Date: JAN 20, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect Director Lawrence T. Babbio, Jr.				For	For	Management
2	Elect Director Sari M. Baldauf				For	For	Management
3	Elect Director Rajiv L. Gupta				For	For	Management
4	Elect Director John H. Hammergren				For	For	Management
5	Elect Director Mark V. Hurd				For	For	Management
6	Elect Director Joel Z. Hyatt				For	For	Management
7	Elect Director John R. Joyce				For	For	Management
8	Elect Director Robert L. Ryan				For	For	Management
9	Elect Director Lucille S. Salhany				For	For	Management
10	Elect Director G. Kennedy Thompson				For	For	Management
11	Ratify Auditors				For	For	Management

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

HOME DEPOT, INC.
Ticker:		HD	Security ID:	437076102
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director F. Duane Ackerman			For	For	Management
2	Elect Director David H. Batchelder			For	For	Management
3	Elect Director Francis S. Blake			For	For	Management
4	Elect Director Ari Bousbib			For	For	Management
5	Elect Director Gregory D. Brenneman			For	For	Management
6	Elect Director Albert P. Carey			For	For	Management

7	Elect Director Armando Codina	For	For	Management
8	Elect Director Bonnie G. Hill	For	For	Management
9	Elect Director Karen L. Katen	For	For	Management
10	Ratify Auditors	For	For	Management
11	Approve Right to Call Special Meetings	For	For	Management
12	Provide for Cumulative Voting	Against	Against	Shareholder
13	Call Special Meetings	Against	Against	Shareholder
14	Prepare Employment Diversity Report	Against	Against	Shareholder
15	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
16	Assess Energy Use and Establish	Against	Against	Shareholder
	Reduction Targets

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

HONEYWELL INTERNATIONAL, INC.
Ticker:		HON	Security ID:	438516106
Meeting Date: APR 27, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gordon M. Bethune			For	Against	Management
1.2	Elect Director Jaime Chico Pardo			For	For	Management
1.3	Elect Director David M. Cote			For	For	Management
1.4	Elect Director D. Scott Davis			For	For	Management
1.5	Elect Director Linnet F. Deily			For	For	Management
1.6	Elect Director Clive R. Hollick			For	Against	Management
1.7	Elect Director George Paz			For	For	Management
1.8	Elect Director Bradley T. Sheares			For	Against	Management
1.9	Elect Director John R. Stafford			For	Against	Management
1.10	Elect Director Michael W. Wright			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide for Cumulative Voting			Against	Against	Shareholder
4	Adopt Principles for Health Care Reform Against				Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
6	Adopt Anti Gross-up Policy			Against	For	Shareholder
7	Amend Bylaws-- Call Special Meetings			Against	Against	Shareholder

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

ILLINOIS TOOL WORKS INC.
Ticker:		ITW	Security ID:	452308109
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William F. Aldinger			For	For	Management
1.2	Elect Director Marvin D. Brailsford			For	For	Management
1.3	Elect Director Susan Crown			For	For	Management
1.4	Elect Director Don H. Davis, Jr.			For	For	Management
1.5	Elect Director Robert C. McCormack			For	For	Management
1.6	Elect Director Robert S. Morrison			For	For	Management

1.7	Elect Director James A. Skinner	For	For	Management
1.8	Elect Director Harold B. Smith	For	For	Management
1.9	Elect Director David B. Speer	For	For	Management
1.10	Elect Director Pamela B. Strobel	For	For	Management
2	Ratify Auditors	For	For	Management
3	Submit SERP to Shareholder Vote	Against	For	Shareholder

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

INTERNATIONAL BUSINESS MACHINES CORP.
Ticker:		IBM	Security ID:	459200101
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. J. P. Belda				For	For	Management
1.2	Elect Director C. Black				For	For	Management
1.3	Elect Director W. R. Brody				For	For	Management
1.4	Elect Director K. I. Chenault				For	For	Management
1.5	Elect Director M. L. Eskew				For	For	Management
1.6	Elect Director S. A. Jackson				For	Against	Management
1.7	Elect Director T. Nishimuro				For	For	Management
1.8	Elect Director J. W. Owens				For	For	Management
1.9	Elect Director S. J. Palmisano				For	For	Management
1.10	Elect Director J. E. Spero				For	For	Management
1.11	Elect Director S. Taurel				For	For	Management
1.12	Elect Director L. H. Zambrano				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Provide for Cumulative Voting				Against	Against	Shareholder
5	Review Executive Compensation				Against	For	Shareholder
6	Advisory Vote to Ratify Named Executive Against					For	Shareholder
	Officers' Compensation

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

INVITROGEN CORP.
Ticker:		IVGN	Security ID:	46185R100
Meeting Date: OCT 28, 2008			Meeting Type: Special
Record Date: SEP 5, 2008
#	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	Adjourn Meeting			For	For	Management

--------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.
Ticker:	JCI	Security ID: 478366107

Meeting Date: JAN 21, 2009 Meeting Type: Annual
Record Date: NOV 20, 2008
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dennis W. Archer	For	For	Management
1.2	Elect Director Richard Goodman	For	For	Management
1.3	Elect Director Southwood J. Morcott	For	For	Management
2	Ratify Auditors	For	For	Management
3	Adopt Policy to Obtain Shareholder	Against	Against	Shareholder
	Approval of Survivor Benefits

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

JUNIPER NETWORKS, INC.
Ticker:		JNPR	Security ID:	48203R104
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Scott Kriens			For	For	Management
1.2	Elect Director Stratton Sclavos			For	For	Management
1.3	Elect Director William R. Stensrud			For	Withhold	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

KOHL'S CORP.
Ticker:		KSS	Security ID:	500255104
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Peter Boneparth			For	For	Management
2	Elect Director Steven A. Burd			For	For	Management
3	Elect Director John F. Herma			For	For	Management
4	Elect Director Dale E. Jones			For	For	Management
5	Elect Director William S. Kellogg			For	For	Management
6	Elect Director Kevin Mansell			For	For	Management
7	Elect Director R. Lawrence Montgomery			For	For	Management
8	Elect Director Frank V. Sica			For	For	Management
9	Elect Director Peter M. Sommerhauser			For	For	Management
10	Elect Director Stephanie A. Streeter			For	For	Management
11	Elect Director Stephen E. Watson			For	For	Management
12	Ratify Auditors			For	For	Management
13	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors

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

KRAFT FOODS INC

Ticker:		KFT	Security ID: 50075N104
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ajay Banga			For	For	Management
1.2	Elect Director Myra M. Hart			For	For	Management
1.3	Elect Director Lois D. Juliber			For	For	Management
1.4	Elect Director Mark D. Ketchum			For	For	Management
1.5	Elect Director Richard A. Lerner			For	For	Management
1.6	Elect Director John C. Pope			For	For	Management
1.7	Elect Director Fredric G. Reynolds			For	For	Management
1.8	Elect Director Irene B. Rosenfeld			For	For	Management
1.9	Elect Director Deborah C. Wright			For	For	Management
1.10	Elect Director Frank G. Zarb			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management
4	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings

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

LIFE TECHNOLOGIES CORP
Ticker:		LIFE	Security ID: 53217V109
Meeting Date: APR 30, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald W. Grimm			For	For	Management
1.2	Elect Director Gregory T. Lucier			For	For	Management
1.3	Elect Director Per A. Peterson, Ph. D.			For	For	Management
1.4	Elect Director William S. Shanahan			For	For	Management
1.5	Elect Director Arnold J. Levine, Ph. D. For				For	Management
2	Ratify Auditors			For	For	Management
3	Amend Qualified Employee Stock Purchase For				For	Management
	Plan
4	Approve Qualified Employee Stock			For	For	Management
	Purchase Plan
5	Approve Omnibus Stock Plan			For	For	Management

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

LOCKHEED MARTIN CORP.
Ticker:		LMT	Security ID:	539830109
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director E. C. "Pete" Aldrige,			For	Against	Management
	Jr.
1.2	Elect Director Nolan D. Archibald			For	Against	Management
1.3	Elect Director David B. Burritt			For	For	Management
1.4	Elect Director James O. Ellis, Jr.			For	For	Management

1.5	Elect Director Gwendolyn S. King	For	For	Management
1.6	Elect Director James M. Loy	For	For	Management
1.7	Elect Director Douglas H. McCorkindale	For	Against	Management
1.8	Elect Director Joseph W. Ralston	For	For	Management
1.9	Elect Director Frank Savage	For	For	Management
1.10	Elect Director James Schneider	For	Against	Management
1.11	Elect Director Anne Stevens	For	Against	Management
1.12	Elect Director Robert J. Stevens	For	For	Management
1.13	Elect Director James R. Ukropina	For	For	Management
2	Ratify Auditors	For	For	Management
3	Reduce Supermajority Vote Requirement	For	For	Management
4	Report on Space-based Weapons Program	Against	Against	Shareholder
5	Adopt a Policy in which the Company	Against	Against	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives
6	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation

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

LOGITECH INTERNATIONAL SA
Ticker:		LOGI	Security ID: H50430232
Meeting Date: SEP 10, 2008			Meeting Type: Annual
Record Date: JUL 23, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE ANNUAL REPORT, THE			For	For	Management
	COMPENSATION REPORT, THE CONSOLIDATED
	FINANCIAL STATEMENTS AND THE STATUTORY
	FINANCIAL STATEMENTS OF LOGITECH
	INTERNATIONAL S.A. FOR FISCAL YEAR 2008
2	APPROPRIATION OF RETAINED EARNINGS			For	For	Management
	WITHOUT PAYMENT OF A DIVIDEND FOR
	FISCAL YEAR 2008
3	DECREASE OF CONDITIONAL CAPITAL FOR			For	For	Management
	EMPLOYEE EQUITY INCENTIVE PLANS
4	INCREASE OF SHARES AVAILABLE FOR			For	For	Management
	ISSUANCE UNDER EMPLOYEE SHARE PURCHASE
	PLANS
5	AUTHORIZATION OF CONDITIONAL CAPITAL			For	For	Management
	FOR FUTURE CONVERTIBLE BOND ISSUANCE
6	APPROVAL OF LOGITECH MANAGEMENT			For	Against	Management
	PERFORMANCE BONUS PLAN
7	RELEASE OF THE BOARD OF DIRECTORS FOR			For	For	Management
	LIABILITY FOR ACTIVITIES DURING FISCAL
	YEAR 2008
8	ELECTION OF DIRECTOR: GERALD QUINDLEN			For	For	Management
9	ELECTION OF DIRECTOR: RICHARD LAUBE			For	For	Management
10	RE-ELECTION OF DIRECTOR: MATTHEW			For	For	Management
	BOUSQUETTE
11	RE-ELECTION OF PRICEWATERHOUSECOOPERS			For	For	Management
	SA AS AUDITORS

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

LORILLARD, INC.
Ticker:		LO	Security ID:	544147101
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert C. Almon			For	Withhold	Management
1.2	Elect Director Kit D. Dietz			For	Withhold	Management
1.3	Elect Director Nigel Travis			For	Withhold	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

MACY'S INC
Ticker:		M	Security ID: 55616P104
Meeting Date: MAY 15, 2009			Meeting Type: Annual
Record Date: MAR 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen F. Bollenbach			For	For	Management
1.2	Elect Director Deirdre P. Connelly			For	For	Management
1.3	Elect Director Meyer Feldberg			For	For	Management
1.4	Elect Director Sara Levinson			For	For	Management
1.5	Elect Director Terry J. Lundgren			For	For	Management
1.6	Elect Director Joseph Neubauer			For	For	Management
1.7	Elect Director Joseph A. Pichler			For	For	Management
1.8	Elect Director Joyce M. Roche			For	For	Management
1.9	Elect Director Karl M. von der Heyden			For	For	Management
1.10	Elect Director Craig E. Weatherup			For	For	Management
1.11	Elect Director Marna C. Whittington			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Omnibus Stock Plan			For	For	Management
4	Reduce Supermajority Vote Requirement			Against	For	Shareholder
5	Stock Retention/Holding Period			Against	Against	Shareholder

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

MCAFEE, INC.
Ticker:		MFE	Security ID:	579064106
Meeting Date: JUL 28, 2008			Meeting Type: Annual
Record Date: JUN 18, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mr. Thomas E. Darcy			For	For	Management
1.2	Elect Director Mr. Denis J. O'Leary			For	For	Management
1.3	Elect Director Mr. Robert W. Pangia			For	Withhold	Management
1.4	Elect Director Mr. Carl Bass			For	For	Management
1.5	Elect Director Mr. Jeffrey A. Miller			For	For	Management
1.6	Elect Director Mr. Anthony Zingale			For	For	Management

2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management
4	Ratify Auditors	For	For	Management

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

MEDCO HEALTH SOLUTIONS, INC.
Ticker:		MHS	Security ID: 58405U102
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date: MAR 26, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Charles M. Lillis, Ph.D. For				For	Management
2	Elect Director William L. Roper, M.D.			For	For	Management
3	Elect Director David D. Stevens			For	For	Management
4	Ratify Auditors			For	For	Management
5	Approve Executive Incentive Bonus Plan			For	For	Management

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

MERCK & CO., INC.
Ticker:		MRK	Security ID:	589331107
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	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 Rochelle B. Lazarus			For	For	Management
10	Elect Director Carlos E. Represas			For	For	Management
11	Elect Director Thomas E. Shenk			For	For	Management
12	Elect Director Anne M. Tatlock			For	For	Management
13	Elect Director Samuel O. Thier			For	For	Management
14	Elect Director Wendell P. Weeks			For	For	Management
15	Elect Director Peter C. Wendell			For	For	Management
16	Ratify Auditors			For	For	Management
17	Fix Number of Directors			For	For	Management
18	Amend Bylaws-- Call Special Meetings			Against	For	Shareholder
19	Require Independent Lead Director			Against	Against	Shareholder
20	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

METROPCS COMMUNICATIONS, INC.

Ticker:		PCS	Security ID:	591708102
Meeting Date: MAY 21, 2009			Meeting Type: Annual
Record Date:		APR 8, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Michael Barnes			For	For	Management
1.2	Elect Director Jack F. Callahan, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management

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

MICROCHIP TECHNOLOGY INCORPORATED
Ticker:		MCHP	Security ID:	595017104
Meeting Date: AUG 15, 2008			Meeting Type: Annual
Record Date: JUN 19, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steve Sanghi				For	For	Management
1.2	Elect Director Albert J. Hugo-Martinez				For	For	Management
1.3	Elect Director L.B. Day				For	For	Management
1.4	Elect Director Matthew W. Chapman				For	For	Management
1.5	Elect Director Wade F. Meyercord				For	For	Management
2	Ratify Auditors				For	For	Management

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

MICROSOFT CORP.
Ticker:		MSFT	Security ID: 594918104
Meeting Date: NOV 19, 2008			Meeting Type: Annual
Record Date: SEP 5, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Steven A. Ballmer			For	For	Management
2	Elect Director James I. Cash, Jr.			For	For	Management
3	Elect Director Dina Dublon			For	For	Management
4	Elect Director William H. Gates, III			For	For	Management
5	Elect Director Raymond V. Gilmartin			For	For	Management
6	Elect Director Reed Hastings			For	For	Management
7	Elect Director David F. Marquardt			For	For	Management
8	Elect Director Charles H. Noski			For	For	Management
9	Elect Director Helmut Panke			For	For	Management
10	Approve Executive Incentive Bonus Plan			For	For	Management
11	Amend Non-Employee Director Omnibus			For	Against	Management
	Stock Plan
12	Ratify Auditors			For	For	Management
13	Adopt Policies to Protect Freedom of			Against	Against	Shareholder
	Access to the Internet
14	Amend Bylaws to Establish a Board			Against	Against	Shareholder
	Committee on Human Rights
15	Report on Charitable Contributions			Against	Against	Shareholder

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

MONSANTO CO.
Ticker:		MON	Security ID:	61166W101
Meeting Date: JAN 14, 2009			Meeting Type: Annual
Record Date: NOV 17, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Janice L. Fields			For	For	Management
2	Elect Director Hugh Grant			For	For	Management
3	Elect Director C. Steven McMillan			For	For	Management
4	Elect Director Robert J. Stevens			For	For	Management
5	Ratify Auditors			For	For	Management

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

MOODY'S CORPORATION
Ticker:		MCO	Security ID:	615369105
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ewald Kist				For	For	Management
1.2	Elect Director Henry A. McKinnell, Jr.				For	For	Management
1.3	Elect Director John K. Wulff				For	For	Management
2	Ratify Auditors				For	For	Management
3	Require Independent Board Chairman				Against	Against	Shareholder
4	Stock Retention/Holding Period				Against	Against	Shareholder

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

MOTOROLA, INC.
Ticker:		MOT	Security ID:	620076109
Meeting Date: MAY 4, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director G. Brown			For	For	Management
1.2	Elect Director D. Dorman			For	For	Management
1.3	Elect Director W. Hambrecht			For	Against	Management
1.4	Elect Director S. Jha			For	For	Management
1.5	Elect Director J. Lewent			For	Against	Management
1.6	Elect Director K. Meister			For	For	Management
1.7	Elect Director T. Meredith			For	For	Management
1.8	Elect Director S. Scott III			For	Against	Management
1.9	Elect Director R. Sommer			For	For	Management
1.10	Elect Director J. Stengel			For	Against	Management
1.11	Elect Director A. Vinciquerra			For	For	Management
1.12	Elect Director D. Warner III			For	For	Management
1.13	Elect Director J. White			For	For	Management
2	Adjust Par Value of Common Stock			For	For	Management
3	Approve Repricing of Options			For	For	Management
4	Amend Qualified Employee Stock Purchase For				For	Management

	Plan
5	Advisory Vote to Ratify Named Executive For		Against	Management
	Officers' Compensation
6	Ratify Auditors	For	For	Management
7	Provide for Cumulative Voting	Against	Against	Shareholder
8	Amend Bylaws-- Call Special Meetings	Against	For	Shareholder
9	Amend Human Rights Policies	Against	Against	Shareholder

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

NATIONAL OILWELL VARCO, INC.
Ticker:		NOV	Security ID:	637071101
Meeting Date: MAY 13, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Merrill A. Miller, Jr.			For	For	Management
1.2	Elect Director Greg L. Armstrong			For	For	Management
1.3	Elect Director David D. Harrison			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

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

NOBLE CORPORATION
Ticker:		NE	Security ID:	G65422100
Meeting Date: MAR 17, 2009			Meeting Type: Special
Record Date: FEB 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Change Country of Incorporation to			For	For	Management
	Switzerland Through a Scheme of
	Arrangement
2	Adjourn Meeting			For	For	Management

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

NOBLE ENERGY, INC.
Ticker:		NBL	Security ID:	655044105
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey L. Berenson			For	For	Management
1.2	Elect Director Michael A. Cawley			For	For	Management
1.3	Elect Director Edward F. Cox			For	For	Management
1.4	Elect Director Charles D. Davidson			For	For	Management
1.5	Elect Director Thomas J. Edelman			For	For	Management
1.6	Elect Director Eric P. Grubman			For	For	Management
1.7	Elect Director Kirby L. Hedrick			For	For	Management
1.8	Elect Director Scott D. Urban			For	For	Management

1.9	Elect Director William T. Van Kleef	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management

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

NOKIA CORP.
Ticker:		NOK	Security ID:	654902204
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: FEB 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Open Meeting			None	None	Management
2	Calling the Meeting to Order			None	None	Management
3	Designate Inspector or Shareholder			None	None	Management
	Representative(s) of Minutes of Meeting
4	Acknowledge Proper Convening of Meeting None				None	Management
5	Prepare and Approve List of			None	None	Management
	Shareholders
6	Receive Financial Statements and			None	None	Management
	Statutory Reports; Receive CEO's Review
7	Accept Financial Statements and			For	For	Management
	Statutory Reports
8	Approve Allocation of Income and			For	For	Management
	Dividends of EUR 0.40 Per Share
9	Approve Discharge of Board and			For	For	Management
	President
10	Approve Remuneration of Directors in			For	For	Management
	the Amount of EUR 440,000 for Chairman,
	EUR 150,000 for Vice Chairman, and EUR
	130,000 for Other Directors; Approve
	Remuneration for Committee Work
11	Fix Number of Directors at 11			For	For	Management
12.1	Reelect Georg Ehrnrooth as Director			For	For	Management
12.2	Reelect Lalita D. Gupte as Director			For	For	Management
12.3	Reelect Bengt Holmstrom as Director			For	For	Management
12.4	Reelect Henning Kagermann as Director			For	For	Management
12.5	Reelect Olli-Pekka Kallasvuo as			For	For	Management
	Director
12.6	Reelect Per Karlsson as Director			For	For	Management
12.7	Reelect Jorma Ollila as Director			For	For	Management
12.8	Reelect Marjorie Scardino as Director			For	For	Management
12.9	Reelect Risto Siilasmaa as Director			For	For	Management
12.10 Reelect Keijo Suila as Directors as				For	For	Management
	Director
12.11 Elect Isabel Marey-Semper as New				For	For	Management
	Director
13	Approve Remuneration of Auditors			For	For	Management
14	Ratify PricewaterhouseCoopers Oy as			For	For	Management
	Auditors
15	Authorize Repurchase of up to 360			For	For	Management
	Million Nokia Shares
16	Close Meeting			None	None	Management
17	MARK THE FOR BOX IF YOU WISH TO			None	Against	Management
	INSTRUCT THE DEPOSITARY TO GIVE A PROXY

TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH
LEGALCOUNSELS OF NOKIA CORPORATION, TO
VOTE, IN THEIR DISCRETION, ONYOUR
BEHALF ONLY UPON ITEM 17.

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

NORFOLK SOUTHERN CORP.
Ticker:		NSC	Security ID:	655844108
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel A. Carp			For	For	Management
1.2	Elect Director Steven F. Leer			For	For	Management
1.3	Elect Director Michael D. Lockhart			For	For	Management
1.4	Elect Director Charles W. Moorman			For	For	Management
2	Ratify Auditors			For	For	Management
3	Report on Political Contributions			Against	Against	Shareholder

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

NORTHERN TRUST CORP.
Ticker:		NTRS	Security ID:	665859104
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Linda Walker Bynoe				For	For	Management
1.2	Elect Director Nicholas D. Chabraja				For	Withhold	Management
1.3	Elect Director Susan Crown				For	Withhold	Management
1.4	Elect Director Dipak C. Jain				For	For	Management
1.5	Elect Director Arthur L. Kelly				For	For	Management
1.6	Elect Director Robert C. McCormack				For	For	Management
1.7	Elect Director Edward J. Mooney				For	Withhold	Management
1.8	Elect Director William A. Osborn				For	For	Management
1.9	Elect Director John W. Rowe				For	For	Management
1.10	Elect Director Harold B. Smith				For	For	Management
1.11	Elect Director William D. Smithburg				For	Withhold	Management
1.12	Elect Director Enrique J. Sosa				For	For	Management
1.13	Elect Director Charles A. Tribbett III				For	Withhold	Management
1.14	Elect Director Frederick H. Waddell				For	For	Management
2	Ratify Auditors				For	For	Management
3	Advisory Vote to Ratify Named Executive For					Against	Management
	Officers' Compensation

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

O'REILLY AUTOMOTIVE, INC.
Ticker:	ORLY	Security ID: 686091109
Meeting Date: MAY 5, 2009		Meeting Type: Annual

Record Date: FEB 27, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles H. O'Reilly, Jr	For	For	Management
1.2	Elect Director John Murphy	For	For	Management
1.3	Elect Director Ronald Rashkow	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Nonqualified Employee Stock	For	For	Management
	Purchase Plan
4	Approve Omnibus Stock Plan	For	Against	Management

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

OCCIDENTAL PETROLEUM CORP.
Ticker:		OXY	Security ID:	674599105
Meeting Date: MAY 1, 2009			Meeting Type: Annual
Record Date: MAR 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Spencer Abraham			For	Against	Management
1.2	Elect Director Ronald W. Burkle			For	Against	Management
1.3	Elect Director John S. Chalsty			For	Against	Management
1.4	Elect Director Edward P. Djerejian			For	Against	Management
1.5	Elect Director John E. Feick			For	Against	Management
1.6	Elect Director Ray R. Irani			For	Against	Management
1.7	Elect Director Irvin W. Maloney			For	Against	Management
1.8	Elect Director Avedick B. Poladian			For	Against	Management
1.9	Elect Director Rodolfo Segovia			For	Against	Management
1.10	Elect Director Aziz D. Syriani			For	Against	Management
1.11	Elect Director Rosemary Tomich			For	Against	Management
1.12	Elect Director Walter L. Weisman			For	Against	Management
2	Ratify Auditors			For	For	Management
3	Provide Right to Call Special Meeting			For	Against	Management
4	Report on Host Country Social and			Against	Against	Shareholder
	Environmental Laws

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

OMNICOM GROUP INC.
Ticker:		OMC	Security ID:	681919106
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 30, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John D. Wren				For	For	Management
1.2	Elect Director Bruce Crawford				For	For	Management
1.3	Elect Director Alan R. Batkin				For	Withhold	Management
1.4	Elect Director Robert Charles Clark				For	For	Management
1.5	Elect Director Leonard S. Coleman, Jr.				For	Withhold	Management
1.6	Elect Director Errol M. Cook				For	For	Management
1.7	Elect Director Susan S. Denison				For	Withhold	Management
1.8	Elect Director Michael A. Henning				For	Withhold	Management
1.9	Elect Director John R. Murphy				For	For	Management

1.10	Elect Director John R. Purcell	For	For	Management
1.11	Elect Director Linda Johnson Rice	For	Withhold	Management
1.12	Elect Director Gary L. Roubos	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Amend Qualified Employee Stock Purchase For		For	Management
	Plan

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

ORACLE CORP.
Ticker:		ORCL	Security ID: 68389X105
Meeting Date: OCT 10, 2008			Meeting Type: Annual
Record Date: AUG 12, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey O. Henley			For	For	Management
1.2	Elect Director Lawrence J. Ellison			For	For	Management
1.3	Elect Director Donald L. Lucas			For	For	Management
1.4	Elect Director Michael J. Boskin			For	For	Management
1.5	Elect Director Jack F. Kemp			For	For	Management
1.6	Elect Director Jeffrey S. Berg			For	Withhold	Management
1.7	Elect Director Safra A. Catz			For	For	Management
1.8	Elect Director Hector Garcia-Molina			For	Withhold	Management
1.9	Elect Director H. Raymond Bingham			For	For	Management
1.10	Elect Director Charles E. Phillips, Jr. For				For	Management
1.11	Elect Director Naomi O. Seligman			For	Withhold	Management
1.12	Elect Director George H. Conrades			For	For	Management
1.13	Elect Director Bruce R. Chizen			For	For	Management
2	Approve Executive Incentive Bonus Plan			For	For	Management
3	Ratify Auditors			For	For	Management
4	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

PACCAR INC.
Ticker:		PCAR	Security ID:	693718108
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark C. Pigott			For	For	Management
1.2	Elect Director William G. Reed, Jr.			For	For	Management
1.3	Elect Director Warren R. Staley			For	For	Management
1.4	Elect Director Charles R. Williamson			For	For	Management
2	Declassify the Board of Directors			Against	For	Shareholder
3	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors

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

PEPSICO, INC.

Ticker:		PEP	Security ID:	713448108
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director S.L. Brown			For	For	Management
2	Elect Director I.M. Cook			For	For	Management
3	Elect Director D. Dublon			For	For	Management
4	Elect Director V.J. Dzau			For	For	Management
5	Elect Director R.L. Hunt			For	For	Management
6	Elect Director A. Ibarguen			For	For	Management
7	Elect Director A.C. Martinez			For	For	Management
8	Elect Director I.K. Nooyi			For	For	Management
9	Elect Director S.P. Rockefeller			For	For	Management
10	Elect Director J.J. Schiro			For	For	Management
11	Elect Director L.G. Trotter			For	For	Management
12	Elect Director D.Vasella			For	For	Management
13	Elect Director M.D. White			For	For	Management
14	Ratify Auditors			For	For	Management
15	Amend Executive Incentive Bonus Plan			For	For	Management
16	Report on Recycling			Against	Against	Shareholder
17	Report on Genetically Engineered			Against	Against	Shareholder
	Products
18	Report on Charitable Contributions			Against	Against	Shareholder
19	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

PG&E CORP.
Ticker:		PCG	Security ID: 69331C108
Meeting Date: MAY 13, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director David R. Andrews			For	For	Management
2	Elect Director C. Lee Cox			For	For	Management
3	Elect Director Peter A. Darbee			For	For	Management
4	Elect Director Maryellen C. Herringer			For	For	Management
5	Elect Director Roger H. Kimmel			For	For	Management
6	Elect Director Richard A. Meserve			For	For	Management
7	Elect Director Forrest E. Miller			For	For	Management
8	Elect Director Barbara L. Rambo			For	For	Management
9	Elect Director Barry Lawson Williams			For	For	Management
10	Ratify Auditors			For	For	Management
11	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
12	Reincorporate in Another State			Against	Against	Shareholder
	[California to North Dakota ]

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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:		PM	Security ID:	718172109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Harold Brown			For	For	Management
1.2	Elect Director Mathis Cabiallavetta			For	For	Management
1.3	Elect Director Louis C. Camilleri			For	For	Management
1.4	Elect Director J. Dudley Fishburn			For	For	Management
1.5	Elect Director Graham Mackay			For	For	Management
1.6	Elect Director Sergio Marchionne			For	For	Management
1.7	Elect Director Lucio A. Noto			For	For	Management
1.8	Elect Director Carlos Slim Helu			For	For	Management
1.9	Elect Director Stephen M. Wolf			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management

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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:		POT	Security ID:	73755L107
Meeting Date: MAY 7, 2009			Meeting Type: Annual/Special
Record Date: MAR 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. M. Burley			For	For	Management
1.2	Elect Director W. J. Doyle			For	For	Management
1.3	Elect Director J. W. Estey			For	For	Management
1.4	Elect Director C. S. Hoffman			For	For	Management
1.5	Elect Director D. J. Howe			For	For	Management
1.6	Elect Director A. D. Laberge			For	For	Management
1.7	Elect Director K. G. Martell			For	For	Management
1.8	Elect Director J. J. McCaig			For	For	Management
1.9	Elect Director M. Mogford			For	For	Management
1.10	Elect Director P. J. Schoenhals			For	For	Management
1.11	Elect Director E. R. Stromberg			For	For	Management
1.12	Elect Director E. Viyella de Paliza			For	For	Management
2	Approve Deloitte & Touche LLP as			For	For	Management
	Auditors and Authorize Board to Fix
	Their Remuneration
3	Approve 2009 Performance Option Plan			For	For	Management
4	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

PRAXAIR, INC.
Ticker:		PX	Security ID: 74005P104
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor

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

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

QUALCOMM INC
Ticker:		QCOM	Security ID:	747525103
Meeting Date: MAR 3, 2009			Meeting Type: Annual
Record Date: JAN 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara T. Alexander			For	For	Management
1.2	Elect Director Stephen M. Bennett			For	For	Management
1.3	Elect Director Donald G. Cruickshank			For	For	Management
1.4	Elect Director Raymond V. Dittamore			For	For	Management
1.5	Elect Director Thomas W. Horton			For	For	Management
1.6	Elect Director Irwin Mark Jacobs			For	For	Management
1.7	Elect Director Paul E. Jacobs			For	For	Management
1.8	Elect Director Robert E. Kahn			For	For	Management
1.9	Elect Director Sherry Lansing			For	For	Management
1.10	Elect Director Duane A. Nelles			For	For	Management
1.11	Elect Director Marc I. Stern			For	For	Management
1.12	Elect Director Brent Scowcroft			For	For	Management
2	Ratify Auditors			For	For	Management

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

QUESTAR CORP.
Ticker:		STR	Security ID:	748356102
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Keith O. Rattie			For	For	Management
1.2	Elect Director Harris H. Simmons			For	For	Management
1.3	Elect Director M. W. Scoggins			For	For	Management
1.4	Elect Director James A. Harmon			For	For	Management
2	Ratify Auditors			For	For	Management
3	Declassify the Board of Directors			For	For	Management
4	Amend Director/Officer Liability and			For	For	Management
	Indemnification
5	Increase Authorized Common Stock			For	For	Management
6	Eliminate a Provision Imposing Limits			For	For	Management

	on Issuance of Preferred Stock
7	Amend Executive Incentive Bonus Plan	For	For	Management
8	Require a Majority Vote for the	None	For	Shareholder
	Election of Directors
9	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation

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

REPUBLIC SERVICES, INC.
Ticker:		RSG	Security ID:	760759100
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James E. O'Connor				For	For	Management
1.2	Elect Director John W. Croghan				For	For	Management
1.3	Elect Director James W. Crownover				For	For	Management
1.4	Elect Director William J. Flynn				For	For	Management
1.5	Elect Director David I. Foley				For	Withhold	Management
1.6	Elect Director Nolan Lehmann				For	Withhold	Management
1.7	Elect Director W. Lee Nutter				For	For	Management
1.8	Elect Director Ramon A. Rodriguez				For	Withhold	Management
1.9	Elect Director Allan C. Sorensen				For	Withhold	Management
1.10	Elect Director John M. Trani				For	For	Management
1.11	Elect Director Michael W. Wickham				For	Withhold	Management
2	Ratify Auditors				For	For	Management
3	Approve Executive Incentive Bonus Plan				For	For	Management
4	Approve Qualified Employee Stock				For	For	Management
	Purchase Plan

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

RESEARCH IN MOTION LTD
Ticker:		RIM	Security ID: 760975102
Meeting Date: JUL 15, 2008			Meeting Type: Annual
Record Date: MAY 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect James Balsillie, Mike Lazaridis,			For	For	Management
	James Estill, David Kerr, Roger Martin,
	John Richardson, Barbara Stymiest and
	John Wetmore as Directors
2	Approve Ernst & Young LLP as Auditors			For	For	Management
	and Authorize Board to Fix Their
	Remuneration

--------------------------------------------------------------------------------
ROSS STORES, INC.
Ticker:	ROST	Security ID: 778296103

Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael Balmuth	For	For	Management
1.2	Elect Director K. Gunnar Bjorklund	For	For	Management
1.3	Elect Director Sharon D. Garrett	For	For	Management
2	Ratify Auditors	For	For	Management

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

SCHERING-PLOUGH CORP.
Ticker:		SGP	Security ID:	806605101
Meeting Date: MAY 18, 2009			Meeting Type: Annual
Record Date: APR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas J. Colligan			For	For	Management
1.2	Elect Director Fred Hassan			For	For	Management
1.3	Elect Director C. Robert Kidder			For	For	Management
1.4	Elect Director Eugene R. McGrath			For	For	Management
1.5	Elect Director Antonio M. Perez			For	For	Management
1.6	Elect Director Patricia F. Russo			For	For	Management
1.7	Elect Director Jack L. Stahl			For	For	Management
1.8	Elect Director Craig B. Thompson			For	For	Management
1.9	Elect Director Kathryn C. Turner			For	For	Management
1.10	Elect Director Robert F.W. van Oordt			For	For	Management
1.11	Elect Director Arthur F. Weinbach			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide for Cumulative Voting			Against	Against	Shareholder
4	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings

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

SOUTHWESTERN ENERGY CO.
Ticker:		SWN	Security ID:	845467109
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	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	Withhold	Management
1.3	Elect Director Harold M. Korell			For	For	Management
1.4	Elect Director Vello A. Kuuskraa			For	Withhold	Management
1.5	Elect Director Kenneth R. Mourton			For	Withhold	Management
1.6	Elect Director Charles E. Scharlau			For	For	Management
2	Ratify Auditors			For	For	Management

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

ST. JUDE MEDICAL, INC.

Ticker:		STJ	Security ID: 790849103
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John W. Brown			For	For	Management
1.2	Elect Director Daniel J. Starks			For	For	Management
2	Approve Executive Incentive Bonus Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

STAPLES, INC.
Ticker:		SPLS	Security ID:	855030102
Meeting Date: JUN 9, 2009			Meeting Type: Annual
Record Date: APR 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Basil L. Anderson			For	For	Management
1.2	Elect Director Arthur M. Blank			For	For	Management
1.3	Elect Director Mary Elizabeth Burton			For	For	Management
1.4	Elect Director Justin King			For	For	Management
1.5	Elect Director Carol Meyrowitz			For	For	Management
1.6	Elect Director Rowland T. Moriarty			For	For	Management
1.7	Elect Director Robert C. Nakasone			For	For	Management
1.8	Elect Director Ronald L. Sargent			For	For	Management
1.9	Elect Director Elizabeth A. Smith			For	For	Management
1.10	Elect Director Robert E. Sulentic			For	For	Management
1.11	Elect Director Vijay Vishwanath			For	For	Management
1.12	Elect Director Paul F. Walsh			For	For	Management
2	Amend Qualified Employee Stock Purchase For				For	Management
	Plan
3	Amend Nonqualified Employee Stock			For	For	Management
	Purchase Plan
4	Ratify Auditors			For	For	Management
5	Reincorporate in Another State [from			Against	Against	Shareholder
	Delaware to North Dakota]

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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:		TSM	Security ID:	874039100
Meeting Date: JUN 10, 2009			Meeting Type: Annual
Record Date: APR 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve 2008 Business Operations			For	For	Management
	Report, Financial Statements, and
	Statutory Reports
2	Approve 2008 Allocation of Income and			For	For	Management
	Dividends
3	Approve Capitalization of 2008			For	For	Management

	Dividends and Employee Profit Sharing
4	Approve Amendment on the Procedures for       For		For	Management
	Loans to Other Parties and Procedures
	for Endorsement and Guarantee
5.1	Director Morris Chang	For	For	Management
5.2	Director F.c. Tseng	For	For	Management
5.3	Director Rick Tsai	For	For	Management
5.4	Director Tain-jy Chen	For	For	Management
5.5	Director P. Leahy Bonfield	For	For	Management
5.6	Director Stan Shih	For	For	Management
5.7	Director Ms. Carly Fiorina	For	For	Management
5.8	Director Thomas J Engibous	For	For	Management

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

TIME WARNER CABLE INC.
Ticker:		TWC	Security ID: 88732J207
Meeting Date: JUN 3, 2009			Meeting Type: Annual
Record Date: APR 8, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Carole Black			For	For	Management
2	Elect Director Glenn A. Britt			For	For	Management
3	Elect Director Thomas H. Castro			For	For	Management
4	Elect Director David C. Chang			For	For	Management
5	Elect Director James E. Copeland, Jr.			For	For	Management
6	Elect Director Peter R. Haje			For	For	Management
7	Elect Director Donna A. James			For	For	Management
8	Elect Director Don Logan			For	For	Management
9	Elect Director N.J. Nicholas, Jr.			For	For	Management
10	Elect Director Wayne H. Pace			For	For	Management
11	Elect Director Edward D. Shirley			For	For	Management
12	Elect Director John E. Sununu			For	For	Management
13	Ratify Auditors			For	For	Management

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

TIME WARNER INC
Ticker:		TWX	Security ID:	887317105
Meeting Date: JAN 16, 2009			Meeting Type: Special
Record Date: NOV 20, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Reverse Stock Split			For	For	Management

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

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

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

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

TRANSOCEAN INC.
Ticker:		RIG	Security ID: G90073100
Meeting Date: DEC 8, 2008			Meeting Type: Special
Record Date: OCT 27, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE MERGER TRANSACTION TO			For	For	Management
	BE EFFECTED BY THE SCHEMES OF
	ARRANGEMENT, ATTACHED TO THE
	ACCOMPANYING PROXY STATEMENT AS ANNEX
	B.
2	APPROVAL OF THE MOTION TO ADJOURN THE			For	For	Management
	MEETING TO A LATER DATE TO SOLICIT
	ADDITIONAL PROXIES IF THERE ARE
	INSUFFICIENT VOTES AT THE TIME OF THE
	MEETING TO APPROVE THE MERGER
	TRANSACTION.

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

TRANSOCEAN LTD.
Ticker:		RIG	Security ID: H8817H100
Meeting Date: MAY 15, 2009			Meeting Type: Annual
Record Date: MAR 18, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE 2008 ANNUAL REPORT, THE For			For	Management
	CONSOLIDATED FINANCIALSTATEMENTS OF
	TRANSOCEAN LTD. FOR FISCAL YEAR 2008
	AND THESTATUTORY FINANCIAL STATEMENTS

	OF TRANSOCEAN LTD.
2	DISCHARGE OF THE MEMBERS OF THE BOARD	For	For	Management
	OF DIRECTORS AND THEEXECUTIVE OFFICERS
	FOR FISCAL YEAR 2008
3	APPROPRIATION OF THE AVAILABLE RETAINED     For		For	Management
	EARNINGS WITHOUT PAYMENTOF A DIVIDEND
	TO SHAREHOLDERS FOR FISCAL YEAR 2008
	AND RELEASEOF CHF 3.5 BILLION OF LEGAL
	RESERVES TO OTHER RESERVES.
4	AUTHORIZATION OF A SHARE REPURCHASE	For	For	Management
	PROGRAM
5	APPROVAL OF THE LONG-TERM INCENTIVE	For	For	Management
	PLAN OF TRANSOCEAN LTD. INTHE FORM AS
	AMENDED AND RESTATED EFFECTIVE AS OF
	2/12/09
6	REELECTION OF CLASS I DIRECTOR FOR A	For	For	Management
	THREE YEAR TERM:W. RICHARD ANDERSON
7	REELECTION OF CLASS I DIRECTOR FOR A	For	For	Management
	THREE YEAR TERM:RICHARD L. GEORGE
8	REELECTION OF CLASS I DIRECTOR FOR A	For	For	Management
	THREE YEAR TERM:ROBERT L. LONG
9	REELECTION OF CLASS I DIRECTOR FOR A	For	For	Management
	THREE YEAR TERM:EDWARD R. MULLER
10	REELECTION OF CLASS III DIRECTOR FOR A	For	For	Management
	TWO-YEAR TERM:VICTOR E. GRIJALVA
11	APPOINTMENT OF ERNST & YOUNG LLP AS	For	For	Management
	TRANSOCEAN LTD. SINDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL
	YEAR2009 AND REELECTION OF ERNST &
	YOUNG LTD., ZURICH, AS TRANSOCEANLTD. S
	AUDITOR PURSUANT TO THE SWISS CODE OF
	OBLIGATIONS FOR AFURTHER ONE-YEA

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

UNION PACIFIC CORP.
Ticker:		UNP	Security ID:	907818108
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andrew H. Card, Jr.			For	For	Management
1.2	Elect Director Erroll B. Davis, Jr.			For	For	Management
1.3	Elect Director Thomas J. Donohue			For	For	Management
1.4	Elect Director Archie W. Dunham			For	For	Management
1.5	Elect Director Judith Richards Hope			For	For	Management
1.6	Elect Director Charles C. Krulak			For	For	Management
1.7	Elect Director Michael R. McCarthy			For	For	Management
1.8	Elect Director Michael W. McConnell			For	For	Management
1.9	Elect Director Thomas F. McLarty III			For	For	Management
1.10	Elect Director Steven R. Rogel			For	For	Management
1.11	Elect Director Jose H. Villarreal			For	For	Management
1.12	Elect Director James R. Young			For	For	Management
2	Ratify Auditors			For	For	Management
3	Report on Political Contributions			Against	Against	Shareholder

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

VERTEX PHARMACEUTICALS INC.
Ticker:		VRTX	Security ID:	92532F100
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roger W. Brimblecombe			For	For	Management
1.2	Elect Director Bruce I. Sachs			For	For	Management
2	Amend Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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

VISA INC.
Ticker:		V	Security ID: 92826C839
Meeting Date: DEC 16, 2008			Meeting Type: Special
Record Date: NOV 12, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Amend Certificate of Incorporation			For	For	Management

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

VISA INC.
Ticker:		V	Security ID: 92826C839
Meeting Date: APR 21, 2009			Meeting Type: Annual
Record Date: FEB 26, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hani Al-Qadi			For	For	Management
1.2	Elect Director Charles T. Doyle			For	For	Management
1.3	Elect Director Peter Hawkins			For	For	Management
1.4	Elect Director David I. McKay			For	For	Management
1.5	Elect Director Charles W. Scharf			For	For	Management
1.6	Elect Director Segismundo			For	For	Management
	Schulin-Zeuthen
2.1	Elect Director Thomas J. Campbell			For	For	Management
2.2	Elect Director Gary P. Coughlan			For	For	Management
2.3	Elect Director Mary B. Cranston			For	For	Management
2.4	Elect Director Francisco Javier			For	For	Management
	Fernandez-Carbajal
2.5	Elect Director Suzanne Nora Johnson			For	For	Management
2.6	Elect Director Joseph. W. Saunders			For	For	Management
3	Ratify Auditors			For	For	Management

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

WAL-MART STORES, INC.
Ticker:		WMT	Security ID: 931142103
Meeting Date: JUN 5, 2009			Meeting Type: Annual
Record Date: APR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Aida M. Alvarez			For	For	Management
2	Elect Director James W. Breyer			For	For	Management
3	Elect Director M. Michele Burns			For	For	Management
4	Elect Director James I. Cash, Jr.			For	For	Management
5	Elect Director Roger C. Corbett			For	For	Management
6	Elect Director Douglas N. Daft			For	For	Management
7	Elect Director Michael T. Duke			For	For	Management
8	Elect Director Gregory B. Penner			For	For	Management
9	Elect Director Allen I. Questrom			For	For	Management
10	Elect Director H. Lee Scott, Jr.			For	For	Management
11	Elect Director Arne M. Sorenson			For	For	Management
12	Elect Director Jim C. Walton			For	For	Management
13	Elect Director S. Robson Walton			For	For	Management
14	Elect Director Christopher J. Williams			For	For	Management
15	Elect Director Linda S. Wolf			For	For	Management
16	Ratify Auditors			For	For	Management
17	Amend EEO Policy to Prohibit			Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity
18	Pay For Superior Performance			Against	Against	Shareholder
19	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
20	Report on Political Contributions			Against	Against	Shareholder
21	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
22	Stock Retention/Holding Period			Against	Against	Shareholder

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

WMS INDUSTRIES INC.
Ticker:		WMS	Security ID:	929297109
Meeting Date: DEC 11, 2008			Meeting Type: Annual
Record Date: OCT 16, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Harold H. Bach, Jr.			For	For	Management
1.2	Elect Director Robert J. Bahash			For	For	Management
1.3	Elect Director Brian R. Gamache			For	For	Management
1.4	Elect Director Patricia M. Nazemetz			For	For	Management
1.5	Elect Director Louis J. Nicastro			For	For	Management
1.6	Elect Director Neil D. Nicastro			For	For	Management
1.7	Elect Director Edward W. Rabin, Jr.			For	For	Management
1.8	Elect Director Ira S. Sheinfeld			For	For	Management
1.9	Elect Director Bobby L. Siller			For	For	Management
1.10	Elect Director W.J. Vareschi, Jr.			For	For	Management
2	Approve Qualified Employee Stock			For	For	Management
	Purchase Plan
3	Ratify Auditors			For	For	Management

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XTO ENERGY INC
Ticker:		XTO	Security ID: 98385X106
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Declassify the Board of Directors			For	For	Management
2.1	Elect Director Phillip R. Kevil			For	For	Management
2.2	Elect Director Herbert D. Simons			For	Against	Management
2.3	Elect Director Vaughn O. Vennerberg II			For	For	Management
3	Approve Executive Incentive Bonus Plan			For	For	Management
4	Ratify Auditors			For	For	Management
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
6	Adopt a Policy in which the Company			Against	Against	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives

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ZIMMER HOLDINGS INC
Ticker:		ZMH	Security ID: 98956P102
Meeting Date: MAY 4, 2009			Meeting Type: Annual
Record Date: MAR 5, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Betsy J. Bernard			For	For	Management
2	Elect Director Marc N. Casper			For	For	Management
3	Elect Director David C. Dvorak			For	For	Management
4	Elect Director Robert A. Hagemann			For	For	Management
5	Elect Director Arthur J. Higgins			For	For	Management
6	Elect Director Cecil B. Pickett			For	For	Management
7	Elect Director Augustus A. White, III			For	For	Management
8	Ratify Auditors			For	For	Management
9	Approve Omnibus Stock Plan			For	For	Management
10	Amend Non-Employee Director Omnibus			For	For	Management
	Stock Plan
11	Amend Deferred Compensation Plan			For	For	Management

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.

Dreyfus Research Growth Fund, Inc.

By:	/s/ J. David Officer
	J. David Officer
President
Date:	August 12, 2009