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- 2192

The Dreyfus Third Century 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: 5/31

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

Item 1. Proxy Voting Record

================= THE DREYFUS THIRD CENTURY FUND, INC. =================

3M CO
Ticker:		MMM	Security ID: 88579Y101
Meeting Date: MAY 12, 2009			Meeting Type: Annual
Record Date: MAR 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Linda G. Alvarado			For	For	Management
1.2	Elect Director George W. Buckley			For	For	Management
1.3	Elect Director Vance D. Coffman			For	For	Management
1.4	Elect Director Michael L. Eskew			For	For	Management
1.5	Elect Director W. James Farrell			For	For	Management
1.6	Elect Director Herbert L. Henkel			For	For	Management
1.7	Elect Director Edward M. Liddy			For	For	Management
1.8	Elect Director Robert S. Morrison			For	For	Management
1.9	Elect Director Aulana L. Peters			For	For	Management
1.10	Elect Director Robert J. Ulrich			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Bylaws-- Call Special Meetings			Against	Against	Shareholder
4	Stock Retention/Holding Period			Against	Against	Shareholder

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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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AETNA INC.
Ticker:	AET	Security ID: 00817Y108
Meeting Date: MAY 29, 2009		Meeting Type: Annual
Record Date:	MAR 27, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Frank M. Clark	For	For	Management
2	Elect Director Betsy Z. Cohen	For	For	Management
3	Elect Director Molly J. Coye, M.D.	For	For	Management
4	Elect Director Roger N. Farah	For	For	Management
5	Elect Director Barbara Hackman Franklin For		For	Management
6	Elect Director Jeffrey E. Garten	For	For	Management
7	Elect Director Earl G. Graves	For	For	Management
8	Elect Director Gerald Greenwald	For	For	Management
9	Elect Director Ellen M. Hancock	For	For	Management
10	Elect Director Richard J. Harrington	For	For	Management
11	Elect Director Edward J. Ludwig	For	For	Management
12	Elect Director Joseph P. Newhouse	For	For	Management
13	Elect Director Ronald A. Williams	For	For	Management
14	Ratify Auditors	For	For	Management
15	Provide for Cumulative Voting	Against	For	Shareholder
16	Adopt a Policy to Elect a Retired	Against	Against	Shareholder
	Management Employee

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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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AIR PRODUCTS & CHEMICALS, INC.

Ticker:	APD	Security ID: 009158106
Meeting Date: JAN 22, 2009		Meeting Type: Annual

Record Date: NOV 30, 2008
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mario L. Baeza	For	For	Management
1.2	Elect Director Edward E. Hagenlocker	For	For	Management
1.3	Elect Director John E. McGlade	For	For	Management
1.4	Elect Director Charles H. Noski	For	For	Management
2	Ratify Auditors	For	For	Management

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ALCON INC.
Ticker:		ACL	Security ID: H01301102
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 19, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	APPROVAL OF THE 2008 ANNUAL REPORT AND			For	For	Management
	ACCOUNTS OF ALCON, INC.AND THE 2008
	CONSOLIDATED FINANCIAL STATEMENTS OF
	ALCON, INC.AND SUBSIDIARIES
2	APPROPRIATION OF AVAILABLE EARNINGS AND For				For	Management
	PROPOSED DIVIDEND TOSHAREHOLDERS FOR
	THE FINANCIAL YEAR 2008
3	DISCHARGE OF THE MEMBERS OF THE BOARD			For	For	Management
	OF DIRECTORS FOR THEFINANCIAL YEAR 2008
4	ELECTION OF KPMG AG, ZUG, AS GROUP AND			For	For	Management
	PARENT COMPANY AUDITORS
5	ELECTION OF OBT AG, ZURICH, AS SPECIAL			For	For	Management
	AUDITORS
6	ELECTION TO THE BOARD OF DIRECTORS:			For	For	Management
	KEVIN BUEHLER
7	ELECTION TO THE BOARD OF DIRECTORS:			For	Against	Management
	PAUL BULCKE
8	ELECTION TO THE BOARD OF DIRECTORS:			For	For	Management
	JOAN MILLER, M.D.
9	ELECTION TO THE BOARD OF DIRECTORS:			For	Against	Management
	HERMANN WIRZ
10	APPROVAL OF SHARE CANCELLATION			For	For	Management
11	EDITORIAL AMENDMENTS TO THE ARTICLES OF For				For	Management
	ASSOCIATION

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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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APACHE CORP.
Ticker:		APA	Security ID:	037411105
Meeting Date: MAY 7, 2009			Meeting Type: Annual
Record Date:		MAR 18, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Frederick M. Bohen			For	For	Management
2	Elect Director George D. Lawrence			For	For	Management
3	Elect Director Rodman D. Patton			For	For	Management
4	Elect Director Charles J. Pitman			For	For	Management

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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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APPLIED MATERIALS, INC.
Ticker:		AMAT	Security ID:	038222105
Meeting Date: MAR 10, 2009			Meeting Type: Annual
Record Date: JAN 12, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Aart J. de Geus			For	For	Management
1.2	Elect Director Stephen R. Forrest			For	For	Management
1.3	Elect Director Philip V. Gerdine			For	For	Management
1.4	Elect Director Thomas J. Iannotti			For	For	Management
1.5	Elect Director Alexander A. Karsner			For	For	Management
1.6	Elect Director Charles Y.S. Liu			For	For	Management
1.7	Elect Director Gerhard H. Parker			For	For	Management
1.8	Elect Director Dennis D. Powell			For	For	Management
1.9	Elect Director Willem P. Roelandts			For	For	Management
1.10	Elect Director James E. Rogers			For	For	Management
1.11	Elect Director Michael R. Splinter			For	For	Management
2	Reduce Supermajority Vote Requirement			For	For	Management
3	Ratify Auditors			For	For	Management

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ASTRAZENECA PLC
Ticker:		AZN	Security ID: 046353108
Meeting Date: APR 30, 2009			Meeting Type: Annual
Record Date: MAR 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	TO RECEIVE THE COMPANY'S ACCOUNTS AND			For	For	Management
	THE REPORTS OF THE DIRECTORS AND
	AUDITOR FOR THE YEAR ENDED 31 DECEMBER
	2008
2	TO CONFIRM DIVIDENDS			For	For	Management
3	TO RE-APPOINT KPMG AUDIT PLC, LONDON AS For				For	Management
	AUDITOR
4	TO AUTHORISE THE DIRECTORS TO AGREE THE For				For	Management
	REMUNERATION OF THE AUDITORS
5	ELECTION OF DIRECTOR: LOUIS SCHWEITZER			For	For	Management
6	ELECTION OF DIRECTOR: DAVID BRENNAN			For	For	Management
7	ELECTION OF DIRECTOR: SIMON LOWTH			For	For	Management
8	ELECTION OF DIRECTOR: BO ANGELIN			For	For	Management
9	ELECTION OF DIRECTOR: JOHN BUCHANAN			For	For	Management
10	ELECTION OF DIRECTOR: JEAN-PHILIPPE			For	For	Management
	COURTOIS
11	ELECTION OF DIRECTOR: JANE HENNEY			For	For	Management
12	ELECTION OF DIRECTOR: MICHELE HOOPER			For	For	Management
13	ELECTION OF DIRECTOR: RUDY MARKHAM			For	For	Management
14	ELECTION OF DIRECTOR: DAME NANCY			For	For	Management
	ROTHWELL
15	ELECTION OF DIRECTOR: JOHN VARLEY			For	For	Management
16	ELECTION OF DIRECTOR: MARCUS WALLENBERG For				For	Management
17	TO APPROVE THE DIRECTORS REMUNERATION			For	For	Management

	REPORT FOR THE YEAR ENDED31 DECEMBER
	2008
18	TO AUTHORISE LIMITED EU POLITICAL	For	For	Management
	DONATIONS
19	TO AUTHORISE THE DIRECTORS TO ALLOT	For	For	Management
	UNISSUED SHARES
20	TO AUTHORISE THE DIRECTORS TO DISAPPLY	For	For	Management
	PRE-EMPTION RIGHTS
21	TO AUTHORISE THE COMPANY TO PURCHASE	For	For	Management
	ITS OWN SHARES

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BARE ESCENTUALS, INC.,
Ticker:		BARE	Security ID:	067511105
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 25, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leslie A. Blodgett			For	For	Management
1.2	Elect Director Karen M. Rose			For	For	Management
1.3	Elect Director John S. Hamlin			For	For	Management
2	Ratify Auditors			For	For	Management

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BECTON, DICKINSON AND COMPANY
Ticker:		BDX	Security ID:	075887109
Meeting Date: FEB 3, 2009			Meeting Type: Annual
Record Date: DEC 12, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Claire M. Fraser-Liggett For				For	Management
1.2	Elect Director Edward J. Ludwig			For	For	Management
1.3	Elect Director Willard J. Overlock, Jr. For				For	Management
1.4	Elect Director Bertram L. Scott			For	For	Management
2	Ratify Auditors			For	For	Management
3	Declassify the Board of Directors			For	For	Management
4	Amend Omnibus Stock Plan			For	For	Management
5	Amend Omnibus Stock Plan			For	For	Management
6	Amend Bylaws -- Call Special Meetings			Against	Against	Shareholder
7	Provide for Cumulative Voting			Against	Against	Shareholder

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CHOICE HOTELS INTERNATIONAL, INC.

Ticker:		CHH	Security ID: 169905106
Meeting Date: MAY 4, 2009			Meeting Type: Annual
Record Date: MAR 13, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor

1.1	Elect Director Fiona P. Dias	For	Withhold	Management
1.2	Elect Director Stephen P. Joyce	For	Withhold	Management
1.3	Elect Director Scott A. Renschler	For	Withhold	Management
2	Ratify Auditors	For	For	Management

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CHUBB CORP., THE
Ticker:		CB	Security ID:	171232101
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Zoe Baird			For	For	Management
1.2	Elect Director Sheila P. Burke			For	For	Management
1.3	Elect Director James I. Cash, Jr.			For	For	Management
1.4	Elect Director Joel J. Cohen			For	For	Management
1.5	Elect Director John D. Finnegan			For	For	Management
1.6	Elect Director Klaus J. Mangold			For	For	Management
1.7	Elect Director Martin G. McGuinn			For	For	Management
1.8	Elect Director Lawrence M. Small			For	For	Management
1.9	Elect Director Jess Soderberg			For	For	Management
1.10	Elect Director Daniel E. Somers			For	For	Management
1.11	Elect Director Karen Hastie Williams			For	For	Management
1.12	Elect Director James M. Zimmerman			For	For	Management
1.13	Elect Director Alfred W. Zollar			For	For	Management
2	Approve Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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CIMAREX ENERGY CO
Ticker:		XEC	Security ID:	171798101
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Jerry Box			For	For	Management
2	Elect Director Paul D. Holleman			For	For	Management
3	Elect Director Michael J. Sullivan			For	For	Management
4	Ratify Auditors			For	For	Management

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CINCINNATI FINANCIAL CORP.
Ticker:		CINF	Security ID:	172062101
Meeting Date: MAY 2, 2009			Meeting Type: Annual
Record Date: MAR 4, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James E. Benoski			For	For	Management

1.2	Elect Director William F. Bahl	For	For	Management
1.3	Elect Director Gretchen W. Price	For	For	Management
1.4	Elect Director John J. Schiff, Jr.	For	For	Management
1.5	Elect Director Kenneth W. Stecher	For	For	Management
1.6	Elect Director E. Anthony Woods	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Approve Outside Director Stock Awards	For	Against	Management
5	Declassify the Board of Directors	Against	For	Shareholder

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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

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COACH, INC.
Ticker:		COH	Security ID:	189754104
Meeting Date: OCT 30, 2008			Meeting Type: Annual
Record Date:		SEP 3, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect	Director Lew Frankfort		For	For	Management
1.2	Elect	Director Susan Kropf		For	Withhold	Management
1.3	Elect	Director Gary Loveman		For	Withhold	Management
1.4	Elect	Director Ivan Menezes		For	Withhold	Management
1.5	Elect	Director Irene Miller		For	Withhold	Management
1.6	Elect	Director Keith Monda		For	For	Management
1.7	Elect	Director Michael Murphy		For	Withhold	Management
1.8	Elect	Director Jide Zeitlin		For	Withhold	Management
2	Amend Executive Incentive Bonus Plan			For	For	Management

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COSTCO WHOLESALE CORPORATION
Ticker:		COST	Security ID: 22160K105
Meeting Date: JAN 28, 2009			Meeting Type: Annual
Record Date: NOV 21, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James D. Sinegal			For	For	Management
1.2	Elect Director Jeffrey H. Brotman			For	For	Management
1.3	Elect Director Richard A. Galanti			For	For	Management
1.4	Elect Director Daniel J. Evans			For	For	Management
1.5	Elect Director Jeffrey S. Raikes			For	For	Management
2	Ratify Auditors			For	For	Management

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CULLEN/FROST BANKERS, INC.
Ticker:		CFR	Security ID:	229899109
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Crawford H. Edwards			For	For	Management
1.2	Elect Director Ruben M. Escobedo			For	For	Management
1.3	Elect Director Patrick B. Frost			For	For	Management
1.4	Elect Director David J. Haemisegger			For	For	Management
1.5	Elect Director Robert S. McClane			For	For	Management
2	Amend Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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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	Did Not Vote Management
1.2	Elect Director Donald J. Ehrlich			For	Did Not Vote Management
1.3	Elect Director Walter G. Lohr, Jr.			For	Did Not Vote Management
1.4	Elect Director Linda P. Hefner			For	Did Not Vote Management
2	Ratify Auditors			For	Did Not Vote Management
3	Amend Omnibus Stock Plan			For	Did Not Vote Management
4	Adopt Employment Contract			Against	Did Not Vote Shareholder
5	Stock Retention/Holding Period			Against	Did Not Vote Shareholder
6	Report on Mercury Product Policies			Against	Did Not Vote Shareholder

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DELL INC.
Ticker:		DELL	Security ID:	24702R101
Meeting Date: JUL 18, 2008			Meeting Type: Annual
Record Date: MAY 23, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald J. Carty			For	For	Management
1.2	Elect Director Michael S. Dell			For	For	Management
1.3	Elect Director William H. Gray, III			For	For	Management
1.4	Elect Director Sallie L. Krawcheck			For	For	Management
1.5	Elect Director Alan (A.G.) Lafley			For	For	Management
1.6	Elect Director Judy C. Lewent			For	For	Management
1.7	Elect Director Thomas W. Luce, III			For	For	Management
1.8	Elect Director Klaus S. Luft			For	For	Management
1.9	Elect Director Alex J. Mandl			For	For	Management
1.10	Elect Director Michael A. Miles			For	For	Management
1.11	Elect Director Samuel A. Nunn, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management
4	Reimburse Proxy Expenses			Against	Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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DEVRY INC.
Ticker:		DV	Security ID:	251893103
Meeting Date: NOV 13, 2008			Meeting Type: Annual
Record Date:		SEP 19, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect	Director David S. Brown		For	For	Management
1.2	Elect	Director Lisa W. Pickrum		For	For	Management
1.3	Elect	Director Fernando Ruiz		For	For	Management
2	Ratify Auditors			For	For	Management

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DONALDSON CO., INC.
Ticker:		DCI	Security ID:	257651109
Meeting Date: NOV 21, 2008			Meeting Type: Annual
Record Date: SEP 23, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director F. Guillaume Bastiaens			For	For	Management
1.2	Elect Director Janet M. Dolan			For	For	Management
1.3	Elect Director Jeffrey Noddle			For	For	Management
2	Ratify Auditors			For	For	Management

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DREAMWORKS ANIMATION SKG, INC.
Ticker:		DWA	Security ID: 26153C103
Meeting Date: JUN 10, 2009			Meeting Type: Annual
Record Date: APR 20, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey Katzenberg			For	For	Management
1.2	Elect Director Roger A. Enrico			For	For	Management
1.3	Elect Director Lewis Coleman			For	For	Management
1.4	Elect Director Harry Brittenham			For	For	Management
1.5	Elect Director Thomas Freston			For	For	Management
1.6	Elect Director Judson C. Green			For	For	Management
1.7	Elect Director Mellody Hobson			For	For	Management
1.8	Elect Director Michael Montgomery			For	For	Management
1.9	Elect Director Nathan Myhrvold			For	For	Management
1.10	Elect Director Richard Sherman			For	For	Management
2	Amend Omnibus Stock Plan			For	Against	Management
3	Ratify Auditors			For	For	Management

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DUN & BRADSTREET CORP, THE
Ticker:		DNB	Security ID: 26483E100
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Austin A. Adams			For	For	Management
1.2	Elect Director James N. Fernandez			For	For	Management
1.3	Elect Director Sandra E. Peterson			For	For	Management
1.4	Elect Director Michael R. Quinlan			For	For	Management
2	Ratify Auditors			For	For	Management
3	Approve Omnibus Stock Plan			For	For	Management

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ECOLAB, INC.
Ticker:		ECL	Security ID:	278865100
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leslie S. Biller			For	For	Management
1.2	Elect Director Jerry A. Grundhofer			For	For	Management
1.3	Elect Director John J. Zillmer			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Executive Incentive Bonus Plan			For	For	Management
4	Declassify the Board of Directors			Against	For	Shareholder

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EMC CORPORATION
Ticker:		EMC	Security ID:	268648102
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 5, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Michael W. Brown			For	For	Management
2	Elect Director Randolph L. Cowen			For	For	Management
3	Elect Director Michael J. Cronin			For	For	Management
4	Elect Director Gail Deegan			For	For	Management
5	Elect Director John R. Egan			For	For	Management
6	Elect Director W. Paul Fitzgerald			For	For	Management
7	Elect Director Edmund F. Kelly			For	For	Management
8	Elect Director Windle B. Priem			For	For	Management
9	Elect Director Paul Sagan			For	For	Management
10	Elect Director David N. Strohm			For	For	Management
11	Elect Director Joseph M. Tucci			For	For	Management
12	Ratify Auditors			For	For	Management
13	Amend Qualified Employee Stock Purchase For				For	Management
	Plan
14	Permit Right to Call Special Meeting			For	For	Management
15	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

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

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

ENCANA CORPORATION
Ticker:		ECA	Security ID:	292505104
Meeting Date: APR 22, 2009			Meeting Type: Annual
Record Date:		MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	DIRECTOR RALPH S. CUNNINGHAM			For	For	Management
1.2	DIRECTOR PATRICK D. DANIEL			For	For	Management
1.3	DIRECTOR IAN W. DELANEY			For	For	Management

1.4	DIRECTOR RANDALL K. ERESMAN	For	For	Management
1.5	DIRECTOR CLAIRE S. FARLEY	For	For	Management
1.6	DIRECTOR MICHAEL A. GRANDIN	For	For	Management
1.7	DIRECTOR BARRY W. HARRISON	For	For	Management
1.8	DIRECTOR VALERIE A.A. NIELSEN	For	For	Management
1.9	DIRECTOR DAVID P. O'BRIEN	For	For	Management
1.10	DIRECTOR JANE L. PEVERETT	For	For	Management
1.11	DIRECTOR ALLAN P. SAWIN	For	For	Management
1.12	DIRECTOR WAYNE G. THOMSON	For	For	Management
1.13	DIRECTOR CLAYTON H. WOITAS	For	For	Management
2	APPOINTMENT OF AUDITORS -	For	For	Management
	PRICEWATERHOUSECOOPERS LLP AT
	AREMUNERATION TO BE FIXED BY THE BOARD
	OF DIRECTORS.

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

ENSCO INTERNATIONAL, INC.
Ticker:		ESV	Security ID:	26874Q100
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gerald W. Haddock			For	For	Management
1.2	Elect Director Paul E. Rowsey, III			For	For	Management
1.3	Elect Director C. Christopher Gaut			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

EQUIFAX INC.
Ticker:		EFX	Security ID:	294429105
Meeting Date: MAY 8, 2009			Meeting Type: Annual
Record Date: MAR 3, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mark L. Feidler			For	Did Not Vote Management
1.2	Elect Director John A. McKinley			For	Did Not Vote Management
1.3	Elect Director Richard F. Smith			For	Did Not Vote Management
2	Ratify Auditors			For	Did Not Vote Management
3	Declassify the Board of Directors			For	Did Not Vote Management
4	Adopt Majority Voting for Uncontested			For	Did Not Vote Management
	Election of Directors

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

FLUOR CORP.
Ticker:	FLR	Security ID: 343412102
Meeting Date: MAY 6, 2009		Meeting Type: Annual
Record Date:	MAR 10, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Peter K. Barker	For	For	Management
1.2	Elect Director Alan L. Boeckmann	For	For	Management
1.3	Elect Director Vilma S. Martinez	For	For	Management
1.4	Elect Director Dean R. O'Hare	For	For	Management
2	Ratify Auditors	For	For	Management

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

GAP, INC., THE
Ticker:		GPS	Security ID:	364760108
Meeting Date: MAY 19, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Adrian D. P. Bellamy			For	For	Management
1.2	Elect Director Domenico De Sole			For	For	Management
1.3	Elect Director Donald G. Fisher			For	For	Management
1.4	Elect Director Robert J. Fisher			For	For	Management
1.5	Elect Director Bob L. Martin			For	For	Management
1.6	Elect Director Jorge P. Montoya			For	For	Management
1.7	Elect Director Glenn K. Murphy			For	For	Management
1.8	Elect Director James M. Schneider			For	For	Management
1.9	Elect Director Mayo A. Shattuck III			For	For	Management
1.10	Elect Director Kneeland C. Youngblood			For	For	Management
2	Ratify Auditors			For	For	Management

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

GENERAL MILLS, INC.
Ticker:		GIS	Security ID:	370334104
Meeting Date: SEP 22, 2008			Meeting Type: Annual
Record Date: JUL 24, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Bradbury H. Anderson			For	For	Management
2	Elect Director Paul Danos			For	For	Management
3	Elect Director William T. Esrey			For	For	Management
4	Elect Director Raymond V. Gilmartin			For	For	Management
5	Elect Director Judith Richards Hope			For	For	Management
6	Elect Director Heidi G. Miller			For	For	Management
7	Elect Director Hilda Ochoa-Brillembourg For				For	Management
8	Elect Director Steve Odland			For	For	Management
9	Elect Director Kendall J. Powell			For	For	Management
10	Elect Director Lois E. Quam			For	For	Management
11	Elect Director Michael D. Rose			For	For	Management
12	Elect Director Robert L. Ryan			For	For	Management
13	Elect Director Dorothy A. Terrell			For	For	Management
14	Ratify Auditors			For	For	Management

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

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

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

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

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

HANSEN NATURAL CORP.
Ticker:	HANS	Security ID: 411310105
Meeting Date: JUN 4, 2009		Meeting Type: Annual
Record Date:	APR 13, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rodney C. Sacks	For	For	Management
1.2	Elect Director Hilton H. Schlosberg	For	For	Management
1.3	Elect Director Norman C. Epstein	For	For	Management
1.4	Elect Director Benjamin M. Polk	For	For	Management
1.5	Elect Director Sydney Selati	For	For	Management
1.6	Elect Director Harold C. Taber, Jr.	For	For	Management
1.7	Elect Director Mark S. Vidergauz	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Omnibus	For	Against	Management
	Stock Plan

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

HERMAN MILLER, INC.
Ticker:		MLHR	Security ID:	600544100
Meeting Date: SEP 30, 2008			Meeting Type: Annual
Record Date: AUG 1, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director C. William Pollard			For	For	Management
1.2	Elect Director Mary Vermeer Andringa			For	For	Management
1.3	Elect Director Lord Brian Griffiths			For	For	Management
1.4	Elect Director J. Barry Griswell			For	For	Management
1.5	Elect Director Brian C. Walker			For	For	Management
2	Ratify Auditors			For	For	Management

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

HSBC HOLDINGS PLC
Ticker:		HBC	Security ID: 404280406
Meeting Date: MAR 19, 2009			Meeting Type: Special
Record Date: MAR 3, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Increase in Authorised Ordinary For			For	Management
	Share Capital from USD 7,500,100,000,
	GBP 401,500 and EUR 100,000 to USD
	10,500,100,000, GBP 401,500 and EUR
	100,000
2	Subject to the Passing of Resolution 1, For			For	Management
	Authorise Issue of Equity or
	Equity-Linked Securities with
	Pre-emptive Rights up to Aggregate
	Nominal Amount of USD 2,530,200,000
	(Rights Issue)
3	Subject to the Passing of Resolution 2, For			For	Management
	Authorise Issue of Equity or
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of USD 2,530,200,000
	(Rights Issue)

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

HSBC HOLDINGS PLC
Ticker:		HBC	Security ID: 404280406
Meeting Date: MAY 22, 2009			Meeting Type: Annual
Record Date: MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports
2	Approve Remuneration Report			For	For	Management
3a	Re-elect Safra Catz as Director			For	For	Management
3b	Re-elect Vincent Cheng as Director			For	For	Management
3c	Re-elect Marvin Cheung as Director			For	For	Management
3d	Re-elect John Coombe as Director			For	For	Management
3e	Re-elect Jose Duran as Director			For	For	Management
3f	Re-elect Rona Fairhead as Director			For	For	Management
3g	Re-elect Douglas Flint as Director			For	For	Management
3h	Re-elect Alexander Flockhart as			For	For	Management
	Director
3i	Re-elect Lun Fung as Director			For	For	Management
3j	Re-elect Michael Geoghegan as Director			For	For	Management
3k	Re-elect Stephen Green as Director			For	For	Management
3l	Re-elect Stuart Gulliver as Director			For	For	Management
3m	Re-elect James Hughes-Hallett as			For	For	Management
	Director
3n	Re-elect Sam Laidlaw as Director			For	For	Management
3o	Re-elect J Lomaxas Director			For	For	Management
3p	Re-elect Sir Mark Moody-Stuart as			For	For	Management
	Director
3q	Re-elect Gwyn Morgan as Director			For	For	Management
3r	Re-elect Nagavara Murthy as Director			For	For	Management
3s	Re-elect Simon Robertson as Director			For	For	Management
3t	Re-elect John Thornton as Director			For	For	Management
3u	Re-elect Sir Brian Williamson as			For	For	Management
	Director
4	Reappoint KPMG Audit plc as Auditors			For	For	Management
	and Authorise the Group Audit Committee
	to Determine Their Remuneration
5	Authorise Issue of Equity or			For	For	Management
	Equity-Linked Securities with
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP 100,000
6	Subject to the Passing of Resolution 5, For				For	Management
	Authorise Issue of Equity or
	Equity-Linked Securities without
	Pre-emptive Rights up to Aggregate
	Nominal Amount of GBP
7	Authorise 1,720,481,200 Ordinary Shares For				For	Management
	for Market Purchase
8	Adopt New Articles of Association			For	For	Management
9	Approve That a General Meeting Other			For	For	Management
	Than an Annual General Meeting May Be
	Called on Not Less Than 14 Clear Days'
	Notice

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

INTEL CORPORATION
Ticker:		INTC	Security ID:	458140100
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Charlene Barshefsky			For	For	Management
2	Elect Director Susan L. Decker			For	For	Management
3	Elect Director John J. Donahoe			For	For	Management
4	Elect Director Reed E. Hundt			For	For	Management
5	Elect Director Paul S. Otellini			For	For	Management
6	Elect Director James D. Plummer			For	For	Management
7	Elect Director David S. Pottruck			For	For	Management
8	Elect Director Jane E. Shaw			For	For	Management
9	Elect Director John L. Thornton			For	For	Management
10	Elect Director Frank D. Yeary			For	For	Management
11	Elect Director David B. Yoffie			For	For	Management
12	Ratify Auditors			For	For	Management
13	Amend Omnibus Stock Plan			For	For	Management
14	Approve Stock Option Exchange Program			For	For	Management
15	Advisory Vote to Ratify Named Executive For				For	Management
	Officers' Compensation
16	Provide for Cumulative Voting			Against	Against	Shareholder
17	Adopt Policy on Human Rights to Water			Against	Against	Shareholder

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

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

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

JOHNSON & JOHNSON
Ticker:		JNJ	Security ID:	478160104
Meeting Date: APR 23, 2009			Meeting Type: Annual
Record Date: FEB 24, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mary Sue Coleman			For	For	Management
1.2	Elect Director James G. Cullen			For	For	Management
1.3	Elect Director Michael M.E. Johns			For	For	Management
1.4	Elect Director Arnold G. Langbo			For	For	Management
1.5	Elect Director Susan L. Lindquist			For	For	Management
1.6	Elect Director Leo F. Mullin			For	For	Management
1.7	Elect Director Wiliam D. Perez			For	For	Management
1.8	Elect Director Charles Prince			For	For	Management
1.9	Elect Director David Satcher			For	For	Management
1.10	Elect Director William C. Weldon			For	For	Management
2	Ratify Auditors			For	For	Management
3	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

KIMBERLY-CLARK CORP.
Ticker:		KMB	Security ID:	494368103
Meeting Date: APR 30, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John R. Alm			For	For	Management
1.2	Elect Director Dennis R. Beresford			For	For	Management
1.3	Elect Director John F. Bergstrom			For	For	Management
1.4	Elect Director Abelardo E. Bru			For	For	Management
1.5	Elect Director Robert W. Decherd			For	For	Management
1.6	Elect Director Thomas J. Falk			For	For	Management
1.7	Elect Director Mae C. Jemison			For	For	Management
1.8	Elect Director Ian C. Read			For	For	Management
1.9	Elect Director G. Craig Sullivan			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide Right to Call Special Meeting			For	For	Management
4	Amend Omnibus Stock Plan			For	For	Management
5	Provide for Cumulative Voting			Against	Against	Shareholder

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

MCDONALD'S CORP.
Ticker:	MCD	Security ID: 580135101
Meeting Date: MAY 27, 2009		Meeting Type: Annual

Record Date: MAR 30, 2009
#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Robert A. Eckert	For	For	Management
2	Elect Director Enrique Hernandez, Jr.	For	For	Management
3	Elect Director Jeanne P. Jackson	For	For	Management
4	Elect Director Andrew J. McKenna	For	For	Management
5	Ratify Auditors	For	For	Management
6	Amend Omnibus Stock Plan	For	For	Management
7	Approve Executive Incentive Bonus Plan	For	For	Management
8	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation
9	Phase out Sales of Eggs from Battery	Against	Against	Shareholder
	Cage Hens

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

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	Did Not Vote Management
2	Elect Director James I. Cash, Jr.	For	Did Not Vote Management
3	Elect Director Dina Dublon	For	Did Not Vote Management
4	Elect Director William H. Gates, III	For	Did Not Vote Management
5	Elect Director Raymond V. Gilmartin	For	Did Not Vote Management
6	Elect Director Reed Hastings	For	Did Not Vote Management
7	Elect Director David F. Marquardt	For	Did Not Vote Management
8	Elect Director Charles H. Noski	For	Did Not Vote Management
9	Elect Director Helmut Panke	For	Did Not Vote Management
10	Approve Executive Incentive Bonus Plan	For	Did Not Vote Management
11	Amend Non-Employee Director Omnibus	For	Did Not Vote Management
	Stock Plan
12	Ratify Auditors	For	Did Not Vote Management
13	Adopt Policies to Protect Freedom of	Against	Did Not Vote Shareholder
	Access to the Internet
14	Amend Bylaws to Establish a Board	Against	Did Not Vote Shareholder
	Committee on Human Rights
15	Report on Charitable Contributions	Against	Did Not Vote Shareholder

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

NATIONAL SEMICONDUCTOR CORP.
Ticker:		NSM	Security ID:	637640103
Meeting Date: SEP 25, 2008			Meeting Type: Annual
Record Date:		JUL 28, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Brian L. Halla			For	For	Management
2	Elect Director Steven R. Appleton			For	For	Management
3	Elect Director Gary P. Arnold			For	For	Management

4	Elect Director Richard J. Danzig	For	For	Management
5	Elect Director John T. Dickson	For	For	Management
6	Elect Director Robert J. Frankenberg	For	For	Management
7	Elect Director Modesto A. Maidique	For	For	Management
8	Elect Director Edward R. McCracken	For	For	Management
9	Ratify Auditors	For	For	Management

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

NEWS CORPORATION
Ticker:		NWS	Security ID: 65248E203
Meeting Date: OCT 17, 2008			Meeting Type: Annual
Record Date: AUG 18, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Peter Chernin			For	For	Management
2	Elect Director Sir Roderick I.			For	Withhold	Management
	Eddington
3	Elect Director Mark Hurd			For	For	Management
4	Elect Director Andrew S.B. Knight			For	Withhold	Management
5	Elect Director James R. Murdoch			For	For	Management
6	Elect Director K. Rupert Murdoch			For	For	Management
7	Elect Director Jose Maria Aznar			For	For	Management
8	Elect Director Natalie Bancroft			For	For	Management
9	Elect Director Peter L. Barnes			For	For	Management
10	Elect Director Kenneth E. Cowley			For	For	Management
11	Elect Director David F. DeVoe			For	For	Management
12	Elect Director Viet Dinh			For	Withhold	Management
13	Elect Director Lachlan K. Murdoch			For	For	Management
14	Elect Director Thomas J. Perkins			For	Withhold	Management
15	Elect Director Arthur M. Siskind			For	For	Management
16	Elect Director John L. Thornton			For	Withhold	Management
17	Ratify Auditors			For	For	Management
18	Declassify the Board of Directors			For	For	Management

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

NEXEN INC.
Ticker:		NXY	Security ID: 65334H102
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W.B. Berry			For	For	Management
1.2	Elect Director R.G. Bertram			For	For	Management
1.3	Elect Director D.G. Flanagan			For	For	Management
1.4	Elect Director S.B. Jackson			For	For	Management
1.5	Elect Director K.J. Jenkins			For	For	Management
1.6	Elect Director A.A. McLellan			For	For	Management
1.7	Elect Director E.P. Newell			For	For	Management
1.8	Elect Director T.C. O'Neill			For	For	Management
1.9	Elect Director M.F. Romanow			For	For	Management
1.10	Elect Director F.M. Saville			For	For	Management

1.11	Elect Director J.M. Willson	For	For	Management
1.12	Elect Director V.J. Zaleschuk	For	For	Management
2	Approve Deloitte & Touche LLP as	For	For	Management
	Auditors and Authorize Audit and
	Conduct Review Committee to Fix Their
	Remuneration

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

NIKE, INC.
Ticker:		NKE	Security ID:	654106103
Meeting Date: SEP 22, 2008			Meeting Type: Annual
Record Date:		JUL 25, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jill K. Conway			For	For	Management
1.2	Elect Director Alan B. Graf, Jr.			For	For	Management
1.3	Elect Director Jeanne P. Jackson			For	For	Management
2	Ratify Auditors			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 CORPORATION
Ticker:		NE	Security ID: H5833N103
Meeting Date: MAY 28, 2009			Meeting Type: Annual
Record Date: APR 14, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approval Of The Payment Of A Dividend			For	For	Management
	Through A Reduction Of Thepar Value Of
	The Shares In An Amount Equal To Swiss
	Francs 0.25
2.1	Director Julie H. Edwards			For	For	Management
2.2	Director Marc E. Leland			For	For	Management
2.3	Director David W. Williams			For	For	Management
3	Approval Of The Appointment Of			For	For	Management
	Pricewaterhousecoopers Llp Asnoble
	Corporation S Independent Registered

Public Accountingfirm For 2009

4  Amend Articles Re: (Non-Routine)  For  For  Management 

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

NORDSON CORP.
Ticker:		NDSN	Security ID:	655663102
Meeting Date: FEB 17, 2009			Meeting Type: Annual
Record Date: DEC 26, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward P. Campbell			For	For	Management
1.2	Elect Director William W. Colville			For	For	Management
1.3	Elect Director David W. Ignat			For	For	Management
1.4	Elect Director William P. Madar			For	For	Management
1.5	Elect Director Michael J. Merriman, Jr. For				Withhold	Management
2.0	Ratify Auditors			For	For	Management

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

NOVARTIS AG
Ticker:		NVS	Security ID: 66987V109
Meeting Date: FEB 24, 2009			Meeting Type: Annual
Record Date: JAN 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports
2	Approve Discharge of Board and Senior			For	For	Management
	Management
3	Approve Allocation of Income and			For	For	Management
	Dividends of CHF 2 per Share
4	Approve CHF 3 Million Reduction in			For	For	Management
	Share Capital via Cancellation of
	Repurchased Shares
5.1	Amend Articles Re: Require Annual			Against	For	Shareholder
	Advisory Vote on Remuneration Report,
	incl. Disclosure of Compensation Amount
	Paid to Board of Directors and
	Executive Management
5.2	Amend Corporate Purpose Re:			For	For	Management
	Sustainability
5.3	Amend Articles Re: Auditors			For	For	Management
6.1	Retirement of Peter Burckhardt and			None	None	Management
	William George as Directors
	(Non-Voting)
6.2.1 Reelect Srikant Datar as Director				For	For	Management
6.2.2 Reelect Andreas von Planta as Director				For	For	Management
6.2.3 Reelect Wendelin Wiedeking as Director				For	For	Management
6.2.4 Reelect Rolf Zinkernagel as Director				For	For	Management
6.3	Elect William Brody as Director			For	For	Management
7	Ratify PricewaterhouseCoopers AG as			For	For	Management
	Auditors

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

NUCOR CORP.
Ticker:		NUE	Security ID:	670346105
Meeting Date: MAY 14, 2009			Meeting Type: Annual
Record Date: MAR 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Clayton C. Daley, Jr.			For	For	Management
1.2	Elect Director Harvey B. Gantt			For	For	Management
1.3	Elect Director Bernard L. Kasriel			For	For	Management
1.4	Elect Director Christopher J. Kearney			For	For	Management
2	Ratify Auditors			For	For	Management
3	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors
4	Declassify the Board of Directors			Against	For	Shareholder
5	Review and Assess Human Rights Policies Against				Against	Shareholder
6	Adopt Principles for Health Care Reform Against				Against	Shareholder

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

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	For	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

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

PINNACLE WEST CAPITAL CORP.
Ticker:		PNW	Security ID:	723484101
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 23, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Edward N. Basha, Jr.			For	For	Management
1.2	Elect Director Donald E. Brandt			For	For	Management
1.3	Elect Director Susan Clark-Johnson			For	For	Management
1.4	Elect Director Michael L. Gallagher			For	For	Management
1.5	Elect Director Pamela Grant			For	For	Management
1.6	Elect Director Roy A. Herberger, Jr.			For	For	Management
1.7	Elect Director William S. Jamieson			For	For	Management
1.8	Elect Director Humberto S. Lopez			For	For	Management
1.9	Elect Director Kathryn L. Munro			For	For	Management
1.10	Elect Director Bruce J. Nordstrom			For	For	Management
1.11	Elect Director W. Douglas Parker			For	For	Management
1.12	Elect Director William J. Post			For	For	Management
1.13	Elect Director William L. Stewart			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Bylaws to Allow Holders of 10% of Against				For	Shareholder
	the Company's Common Stock to Call
	Special Shareholder Meetings

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

PNC FINANCIAL SERVICES GROUP, INC.

Ticker:		PNC	Security ID: 693475105
Meeting Date: DEC 23, 2008			Meeting Type: Special
Record Date: NOV 14, 2008
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Acquisition		For	For	Management
2	Adjourn Meeting		For	For	Management

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

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

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

PROCTER & GAMBLE COMPANY, THE
Ticker:		PG	Security ID:	742718109
Meeting Date: OCT 14, 2008			Meeting Type: Annual
Record Date: AUG 15, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Kenneth I. Chenault			For	For	Management
1.2	Elect Director Scott D. Cook			For	For	Management
1.3	Elect Director Rajat K. Gupta			For	For	Management
1.4	Elect Director A.G. Lafley			For	For	Management
1.5	Elect Director Charles R. Lee			For	For	Management
1.6	Elect Director Lynn M. Martin			For	For	Management
1.7	Elect Director W. James McNerney, Jr.			For	For	Management
1.8	Elect Director Johnathan A. Rodgers			For	For	Management
1.9	Elect Director Ralph Snyderman			For	For	Management
1.10	Elect Director Margaret C. Whitman			For	For	Management
1.11	Elect Director Patricia A. Woertz			For	For	Management
1.12	Elect Director Ernesto Zedillo			For	For	Management
2	Ratify Auditors			For	For	Management
3	Adopt Majority Voting for Uncontested			For	For	Management
	Election of Directors
4	Rotate Annual Meeting Location			Against	Against	Shareholder
5	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

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

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

ROCKWELL COLLINS, INC.
Ticker:		COL	Security ID:	774341101
Meeting Date: FEB 10, 2009			Meeting Type: Annual
Record Date: DEC 12, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Anthony J. Carbone			For	For	Management
1.2	Elect Director Clayton M. Jones			For	For	Management
1.3	Elect Director Cheryl L. Shavers			For	For	Management
2	Ratify Auditors			For	For	Management

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

RYDER SYSTEM, INC.
Ticker:		R	Security ID:	783549108
Meeting Date: MAY 1, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James S. Beard			For	For	Management
1.2	Elect Director John M. Berra			For	For	Management
1.3	Elect Director Luis P. Nieto, Jr.			For	For	Management
1.4	Elect Director E. Follin Smith			For	For	Management
1.5	Elect Director Gregory T. Swienton			For	For	Management
2	Ratify Auditors			For	For	Management

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

SCHLUMBERGER LTD.
Ticker:		SLB	Security ID:	806857108
Meeting Date: APR 8, 2009			Meeting Type: Annual
Record Date: FEB 18, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect P. Camus as Director			For	For	Management
1.2	Elect J.S. Gorelick as Director			For	For	Management
1.3	Elect A. Gould as Director			For	For	Management
1.4	Elect T. Issac as Director			For	For	Management
1.5	Elect N. Kudryavtsev as Director			For	For	Management
1.6	Elect A. Lajous as Director			For	For	Management
1.7	Elect M.E. Marks as Director			For	For	Management
1.8	Elect L.R. Reif as Director			For	For	Management
1.9	Elect T.I. Sandvold as Director			For	For	Management
1.10	Elect H. Seydoux as Director			For	For	Management
1.11	Elect L.G. Stuntz as Director			For	For	Management
2	Adopt and Approve Financials and			For	For	Management
	Dividends
3	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

4	Approval of Independent Registered	For	For	Management
	Public Accounting Firm

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

SEACOR HOLDINGS, INC
Ticker:		CKH	Security ID:	811904101
Meeting Date: MAY 13, 2009			Meeting Type: Annual
Record Date: MAR 27, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles Fabrikant				For	For	Management
1.2	Elect Director Pierre de Demandolx				For	For	Management
1.3	Elect Director Richard Fairbanks				For	For	Management
1.4	Elect Director Michael E. Gellert				For	For	Management
1.5	Elect Director John C. Hadjipateras				For	For	Management
1.6	Elect Director Oivind Lorentzen				For	For	Management
1.7	Elect Director Andrew R. Morse				For	For	Management
1.8	Elect Director Christopher Regan				For	For	Management
1.9	Elect Director Stephen Stamas				For	For	Management
1.10	Elect Director Steven Webster				For	Withhold	Management
1.11	Elect Director Steven J. Wisch				For	For	Management
2	Ratify Auditors				For	For	Management
3	Approve Qualified Employee Stock				For	For	Management
	Purchase Plan
4	Amend Omnibus Stock Plan				For	Against	Management
5	Approve Executive Incentive Bonus Plan				For	For	Management

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

SEMPRA ENERGY
Ticker:		SRE	Security ID: 816851109
Meeting Date: APR 30, 2009			Meeting Type: Annual
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director James G. Brocksmith Jr.			For	For	Management
2	Elect Director Richard A. Collato			For	For	Management
3	Elect Director Donald E. Felsinger			For	For	Management
4	Elect Director Wilford D. Godbold Jr.			For	For	Management
5	Elect Director William D. Jones			For	For	Management
6	Elect Director Richard G. Newman			For	For	Management
7	Elect Director William G. Ouchi			For	For	Management
8	Elect Director Carlos Ruiz Sacristan			For	For	Management
9	Elect Director William C. Rusnack			For	For	Management
10	Elect Director William P. Rutledge			For	For	Management
11	Elect Director Lynn Schenk			For	For	Management
12	Elect Director Neal E. Schmale			For	For	Management
13	Ratify Auditors			For	For	Management
14	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
15	Reincorporate in Another State			Against	Against	Shareholder
	[California to North Dakota]

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

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	For	Management
1.3	Elect Director Harold M. Korell			For	For	Management
1.4	Elect Director Vello A. Kuuskraa			For	For	Management
1.5	Elect Director Kenneth R. Mourton			For	For	Management
1.6	Elect Director Charles E. Scharlau			For	For	Management
2	Ratify Auditors			For	For	Management

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

STMICROELECTRONICS N.V.
Ticker:		STM	Security ID: 861012102
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: APR 28, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Open Meeting			None	None	Management
2	Receive Report of Management Board			None	None	Management
	(Non-Voting)
3	Receive Report of Supervisory Board			None	None	Management
	(Non-Voting)
4a	Approve Financial Statements and			For	For	Management
	Statutory Reports
4b	Approve Dividends of USD 0.12 Per			For	For	Management
	Share
4c	Approve Discharge of Management Board			For	For	Management
4d	Approve Discharge of Supervisory Board			For	For	Management
5	Reelect Doug Dunn and Didier Lamouche			For	For	Management
	as Supervisory Board Members (Bundled)
6	Approve Stock-Based Compensation for			For	Against	Management
	the CEO
7	Amend Employee Unvested Share Award			For	Against	Management
	Plan
8	Amend Articles			For	For	Management
9	Allow Electronic Distribution of			For	For	Management
	Company Communications
10	Allow Questions			None	None	Management
11	Close Meeting			None	None	Management

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

SYMANTEC CORPORATION

Ticker:		SYMC	Security ID: 871503108
Meeting Date: SEP 22, 2008			Meeting Type: Annual
Record Date: JUL 24, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael A. Brown			For	For	Management
1.2	Elect Director William T. Coleman			For	For	Management
1.3	Elect Director Frank E. Dangeard			For	For	Management
1.4	Elect Director Geraldine B. Laybourne			For	For	Management
1.5	Elect Director David L. Mahoney			For	For	Management
1.6	Elect Director Robert S. Miller			For	For	Management
1.7	Elect Director George Reyes			For	For	Management
1.8	Elect Director Daniel H. Schulman			For	For	Management
1.9	Elect Director ohn W. Thompson			For	For	Management
1.10	Elect Director V. Paul Unruh			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Approve Qualified Employee Stock			For	For	Management
	Purchase Plan
4	Approve Executive Incentive Bonus Plan			For	For	Management
5	Ratify Auditors			For	For	Management

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

SYSCO CORPORATION
Ticker:		SYY	Security ID:	871829107
Meeting Date: NOV 19, 2008			Meeting Type: Annual
Record Date: SEP 22, 2008
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect Director Judith B. Craven				For	For	Management
2	Elect Director Phyllis S. Sewell				For	For	Management
3	Elect Director Richard G. Tilghman				For	For	Management
4	Approve Executive Incentive Bonus Plan				For	For	Management
5	Ratify Auditors				For	For	Management
6	Declassify the Board of Directors				Against	For	Shareholder

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

TALISMAN ENERGY INC.
Ticker:		TLM	Security ID:	87425E103
Meeting Date: APR 29, 2009			Meeting Type: Annual/Special
Record Date: MAR 2, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Christiane Bergevin			For	For	Management
1.2	Elect Director Donald J. Carty			For	For	Management
1.3	Elect Director William R.P. Dalton			For	For	Management
1.4	Elect Director Kevin S. Dunne			For	For	Management
1.5	Elect Director John A. Manzoni			For	For	Management
1.6	Elect Director Stella M. Thompson			For	For	Management
1.7	Elect Director John D. Watson			For	For	Management
1.8	Elect Director Robert G. Welty			For	For	Management
1.9	Elect Director Charles R. Williamson			For	For	Management

1.10	Elect Director Charles W. Wilson	For	For	Management
1.11	Elect Director Charles M. Winograd	For	For	Management
2	Ratify Ernst & Young LLP as Auditors	For	For	Management
3	Amend By-Laws No. 1	For	For	Management

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

TEXAS INSTRUMENTS, INC.
Ticker:		TXN	Security ID:	882508104
Meeting Date: APR 16, 2009			Meeting Type: Annual
Record Date: FEB 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director J. R. Adams			For	For	Management
2	Elect Director D.L. Boren			For	For	Management
3	Elect Director D. A. Carp			For	For	Management
4	Elect Director C.S. Cox			For	For	Management
5	Elect Director D.R. Goode			For	For	Management
6	Elect Director S.P. MacMillan			For	For	Management
7	Elect Director P.H. Patsley			For	For	Management
8	Elect Director W.R. Sanders			For	For	Management
9	Elect Director R.J. Simmons			For	For	Management
10	Elect Director R.K. Templeton			For	For	Management
11	Elect Director C.T. Whitman			For	For	Management
12	Ratify Auditors			For	For	Management
13	Approve Omnibus Stock Plan			For	For	Management
14	Approve Non-Employee Director Omnibus			For	For	Management
	Stock Plan
15	Require Independent Board Chairman			Against	For	Shareholder

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

TJX COMPANIES, INC., THE
Ticker:		TJX	Security ID:	872540109
Meeting Date: JUN 2, 2009			Meeting Type: Annual
Record Date: APR 13, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jose B. Alvarez			For	For	Management
1.2	Elect Director Alan M. Bennett			For	For	Management
1.3	Elect Director David A. Brandon			For	For	Management
1.4	Elect Director Bernard Cammarata			For	For	Management
1.5	Elect Director David T. Ching			For	For	Management
1.6	Elect Director Michael F. Hines			For	For	Management
1.7	Elect Director Amy B. Lane			For	For	Management
1.8	Elect Director Carol Meyrowitz			For	For	Management
1.9	Elect Director John F. O'Brien			For	For	Management
1.10	Elect Director Robert F. Shapiro			For	For	Management
1.11	Elect Director Willow B. Shire			For	For	Management
1.12	Elect Director Fletcher H. Wiley			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

TRAVELERS COMPANIES, INC., THE
Ticker:		TRV	Security ID: 89417E109
Meeting Date: MAY 5, 2009			Meeting Type: Annual
Record Date: MAR 6, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan L. Beller			For	For	Management
1.2	Elect Director John H. Dasburg			For	For	Management
1.3	Elect Director Janet M. Dolan			For	For	Management
1.4	Elect Director Kenneth M. Duberstein			For	For	Management
1.5	Elect Director Jay S. Fishman			For	For	Management
1.6	Elect Director Lawrence G. Graev			For	For	Management
1.7	Elect Director Patricia L. Higgins			For	For	Management
1.8	Elect Director Thomas R. Hodgson			For	For	Management
1.9	Elect Director Cleve L. Killingsworth,			For	For	Management
	Jr.
1.10	Elect Director Robert I. Lipp			For	For	Management
1.11	Elect Director Blythe J. McGarvie			For	For	Management
1.12	Elect Director Laurie J. Thomsen			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	For	Management
4	Report on Political Contributions			Against	Against	Shareholder

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

UNITED TECHNOLOGIES CORP.
Ticker:		UTX	Security ID:	913017109
Meeting Date: APR 8, 2009			Meeting Type: Annual
Record Date: FEB 10, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Louis R. Chenevert			For	For	Management
1.2	Elect Director George David			For	For	Management
1.3	Elect Director John V. Faraci			For	For	Management
1.4	Elect Director Jean-Pierre Garnier			For	For	Management
1.5	Elect Director Jamie S. Gorelick			For	For	Management
1.6	Elect Director Carlos M. Gutierrez			For	For	Management
1.7	Elect Director Edward A. Kangas			For	For	Management
1.8	Elect Director Charles R. Lee			For	For	Management
1.9	Elect Director Richard D. McCormick			For	For	Management
1.10	Elect Director Harold McGraw III			For	For	Management
1.11	Elect Director Richard B. Myers			For	For	Management
1.12	Elect Director H. Patrick Swygert			For	For	Management
1.13	Elect Director Andre Villeneuve			For	For	Management
1.14	Elect Director Christine Todd Whitman			For	For	Management
2	Ratify Auditors			For	For	Management
3	Report on Foreign Military Sales			Against	Against	Shareholder
	Offsets

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

WALT DISNEY COMPANY, THE
Ticker:		DIS	Security ID:	254687106
Meeting Date: MAR 10, 2009			Meeting Type: Annual
Record Date: JAN 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Susan E. Arnold			For	For	Management
2	Elect Director John E. Bryson			For	For	Management
3	Elect Director John S. Chen			For	For	Management
4	Elect Director Judith L. Estrin			For	For	Management
5	Elect Director Robert A. Iger			For	For	Management
6	Elect Director Steven P. Jobs			For	For	Management
7	Elect Director Fred H. Langhammer			For	For	Management
8	Elect Director Aylwin B. Lewis			For	For	Management
9	Elect Director Monica C. Lozano			For	For	Management
10	Elect Director Robert W. Matschullat			For	For	Management
11	Elect Director John E. Pepper , Jr.			For	For	Management
12	Elect Director Orin C. Smith			For	For	Management
13	Ratify Auditors			For	For	Management
14	Amend Omnibus Stock Plan			For	Against	Management
15	Amend Executive Incentive Bonus Plan			For	For	Management
16	Report on Political Contributions			Against	Against	Shareholder
17	Adopt a Policy in which the Company			Against	Against	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives
18	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation

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

WEIGHT WATCHERS INTERNATIONAL, INC.

Ticker:		WTW	Security ID:	948626106
Meeting Date: MAY 11, 2009			Meeting Type: Annual
Record Date:		MAR 31, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Marsha Johnson Evans			For	For	Management
1.2	Elect Director Sacha Lainovic			For	For	Management
1.3	Elect Director Christopher J. Sobecki			For	For	Management
2	Ratify Auditors			For	For	Management

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

WELLPOINT, INC.
Ticker:		WLP	Security ID: 94973V107
Meeting Date: MAY 20, 2009			Meeting Type: Annual
Record Date: MAR 18, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Lenox D. Baker, Jr.,                            For			For	Management

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

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

WELLS FARGO AND COMPANY
Ticker:		WFC	Security ID:	949746101
Meeting Date: APR 28, 2009			Meeting Type: Annual
Record Date: FEB 27, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director John D. Baker II			For	For	Management
2	Elect Director John S. Chen			For	Against	Management
3	Elect Director Lloyd H. Dean			For	For	Management
4	Elect Director Susan E. Engel			For	Against	Management
5	Elect Director Enrique Hernandez, Jr.			For	For	Management
6	Elect Director Donald M. James			For	Against	Management
7	Elect Director Robert L. Joss			For	For	Management
8	Elect Director Richard M. Kovacevich			For	For	Management
9	Elect Director Richard D. McCormick			For	Against	Management
10	Elect Director Mackey J. McDonald			For	Against	Management
11	Elect Director Cynthia H. Milligan			For	For	Management
12	Elect Director Nicholas G. Moore			For	For	Management
13	Elect Director Philip J. Quigley			For	For	Management
14	Elect Director Donald B. Rice			For	Against	Management
15	Elect Director Judith M. Runstad			For	For	Management
16	Elect Director Stephen W. Sanger			For	Against	Management
17	Elect Director Robert K. Steel			For	For	Management
18	Elect Director John G. Stumpf			For	For	Management
19	Elect Director Susan G. Swenson			For	For	Management
20	Advisory Vote to Ratify Named Executive For				Against	Management
	Officers' Compensation
21	Ratify Auditors			For	For	Management
22	Amend Omnibus Stock Plan			For	Against	Management
23	Require Independent Board Chairman			Against	Against	Shareholder
24	Report on Political Contributions			Against	Against	Shareholder

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Ticker:	WAB	Security ID: 929740108
Meeting Date: MAY 13, 2009		Meeting Type: Annual
Record Date:	MAR 18, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Brian P. Hehir	For	For	Management
1.2	Elect Director Michael W. D. Howell	For	For	Management
1.3	Elect Director Nickolas W. Vande Steeg	For	For	Management
1.4	Elect Director Gary C. Valade	For	For	Management

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WGL HOLDINGS, INC.
Ticker:		WGL	Security ID: 92924F106
Meeting Date: MAR 5, 2009			Meeting Type: Annual
Record Date: JAN 5, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael D. Barnes			For	For	Management
1.2	Elect Director George P. Clancy, Jr.			For	For	Management
1.3	Elect Director James H. DeGraffenreidt, For				For	Management
	Jr.
1.4	Elect Director James W. Dyke, Jr.			For	For	Management
1.5	Elect Director Melvyn J. Estrin			For	For	Management
1.6	Elect Director James F. Lafond			For	For	Management
1.7	Elect Director Debra L. Lee			For	For	Management
1.8	Elect Director Terry D. McCallister			For	For	Management
1.9	Elect Director Karen Hastie Williams			For	For	Management
2	Ratify Auditors			For	For	Management
3	Provide for Cumulative Voting			Against	Against	Shareholder

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WINDSTREAM CORP.
Ticker:		WIN	Security ID: 97381W104
Meeting Date: MAY 6, 2009			Meeting Type: Annual
Record Date: MAR 9, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carol B. Armitage			For	For	Management
1.2	Elect Director Samuel E. Beall, III			For	For	Management
1.3	Elect Director Dennis E. Foster			For	For	Management
1.4	Elect Director Francis X. Frantz			For	For	Management
1.5	Elect Director Jeffery R. Gardner			For	For	Management
1.6	Elect Director Jeffrey T. Hinson			For	For	Management
1.7	Elect Director Judy K. Jones			For	For	Management
1.8	Elect Director William A. Montgomery			For	For	Management
1.9	Elect Director Frank E. Reed			For	For	Management
2	Ratify Auditors			For	For	Management
3	Advisory Vote to Ratify Named Executive Against				For	Shareholder
	Officers' Compensation
4	Require Independent Board Chairman			Against	Against	Shareholder

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WOODWARD GOVERNOR COMPANY

Ticker:		WGOV	Security ID:	980745103
Meeting Date: JAN 22, 2009			Meeting Type: Annual
Record Date: NOV 24, 2008
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul Donovan			For	For	Management
1.2	Elect Director Thomas A. Gendron			For	For	Management
1.3	Elect Director John A. Halbrook			For	For	Management
1.4	Elect Director Dr. Ronald M. Sega			For	For	Management
2	Ratify Auditors			For	For	Management

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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.

The Dreyfus Third Century Fund, Inc.

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