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:                  811-03105

Exact name of registrant as specified in charter:    Oppenheimer Capital
                                                     Appreciation Fund

Address of principal executive offices:              6803 South Tucson Way
                                                     Centennial, CO 80112-3924

Name and address of agent for service:               Robert G. Zack,
                                                     Executive Vice President &
                                                     General Counsel
                                                     OppenheimerFunds, Inc.
                                                     Two World Financial Center
                                                     225 Liberty Street
                                                     New York, NY 10281-1008

Registrant's telephone number, including area code:  303-768-3200

Date of fiscal year end:                             08/31

Date of reporting period:                            07/01/2009-06/30/2010

Item 1. Proxy Voting Record


===================== OPPENHEIMER CAPITAL APPRECIATION FUND ====================

ABB Ltd.

Ticker:                      Security ID:  H0010V101
Meeting Date: APR 26, 2010   Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports (Non-Voting)
2.1   Accept Financial Statements and Statutory For       For        Management
      Reports
2.2   Approve Remuneration Report               For       For        Management
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4     Approve Allocation of Income, Omission of For       For        Management
      Dividends, and Transfer of CHF 340
      Million from Legal Reserves to Free
      Reserves
5     Approve CHF 34.9 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
6     Approve CHF 1.2 Billion Reduction in      For       For        Management
      Share Capital and Repayment of CHF 0.51
      per Share
7     Amend Articles Re: Share Ownership        For       For        Management
      Requirement for Proposing Agenda Items
8.1   Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities
8.2   Amend Articles Re: Contributions in Kind  For       For        Management
9.1   Reelect Roger Agnelli as Director         For       For        Management
9.2   Reelect Louis Hughes as Director          For       For        Management
9.3   Reelect Hans Maerki as Director           For       For        Management
9.4   Reelect Michel de Rosen as Director       For       For        Management
9.5   Reelect Michael Ireschow as Director      For       For        Management
9.6   Reelect Bernd Voss as Director            For       For        Management
9.7   Reelect Jacob Wallenberg as Director      For       For        Management
9.8   Reelect Hubertus von Gruenberg as         For       For        Management
      Director
10    Ratify Ernst & Young AG as Auditors       For       For        Management


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Accenture plc

Ticker:                      Security ID:  G1151C101
Meeting Date: FEB 4, 2010    Meeting Type: Annual
Record Date:  DEC 14, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Reelect William L. Kimsey as a Director   For       For        Management
1.2   Reelect Robert I. Lipp as a Director      For       For        Management
1.3   Reelect Wulf von Schimmelmann as a        For       For        Management
      Director
2     Approve KPMG as Auditors and Authorize    For       For        Management
      Board to Fix Their  Remuneration
3     Approve 2010 Share Incentive Plan         For       Against    Management
4     Approve 2010 Employee Share Purchase Plan For       For        Management
5     Change Location of Annual Meeting         For       For        Management
6     Authorize Open-Market Purchases of Class  For       For        Management
      A Ordinary Shares
7     Authorize Board to Determine Price Range  For       For        Management
      for the Issuance of Acquired Treasury
      Stock


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

Accenture plc

Ticker:                      Security ID:  G1150G111
Meeting Date: AUG 5, 2009    Meeting Type: Special
Record Date:  JUN 19, 2009

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


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Adobe Systems Incorporated

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

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


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Alexion Pharmaceuticals, Inc.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     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 William R. Keller          For       For        Management
1.4   Elect Director Joseph A. Madri            For       For        Management
1.5   Elect Director Larry L. Mathis            For       For        Management
1.6   Elect Director R. Douglas Norby           For       For        Management
1.7   Elect Director Alvin S. Parven            For       For        Management
1.8   Elect Director Andreas Rummelt            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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Allergan, Inc.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael R. Gallagher       For       For        Management
2     Elect Director Gavin S. Herbert           For       For        Management
3     Elect Director Dawn Hudson                For       For        Management
4     Elect Director Stephen J. Ryan, MD        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
      Relating to the Removal of Directors
7     Reduce Supermajority Vote Requirement     For       For        Management
      Relating to Business Combinations
8     Reduce Supermajority Vote Requirement     For       For        Management
      Relating to Amendments to Certificate of
      Incorporation
9     Amend Articles of Incorporation to Update For       For        Management
      and Simplify Provisions


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Amazon.com, Inc.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jeffrey P. Bezos           For       For        Management
2     Elect Director Tom A. Alberg              For       For        Management
3     Elect Director John Seely Brown           For       For        Management
4     Elect Director William B. Gordon          For       Against    Management
5     Elect Director Alain Monie                For       For        Management
6     Elect Director Thomas O. Ryder            For       For        Management
7     Elect Director Patricia Q. Stonesifer     For       Against    Management
8     Ratify Auditors                           For       For        Management
9     Report on Political Contributions         Against   For        Shareholder


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Amgen, Inc.

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

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


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Apache Corporation

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

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


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Apple Inc.

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

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


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Baxter International Inc.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Blake E. Devitt            For       For        Management
2     Elect Director John D. Forsyth            For       For        Management
3     Elect Director Gail D. Fosler             For       For        Management
4     Elect Director Carole J. Shapazian        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Reduce Supermajority Vote Requirement     Against   For        Shareholder


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Bed Bath & Beyond Inc.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAY 7, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Warren Eisenberg           For       For        Management
2     Elect Director Leonard Feinstein          For       For        Management
3     Elect Director Steven H. Temares          For       For        Management
4     Elect Director Dean S. Adler              For       For        Management
5     Elect Director Stanley F. Barshay         For       For        Management
6     Elect Director Klaus Eppler               For       For        Management
7     Elect Director Patrick R. Gaston          For       For        Management
8     Elect Director Jordan Heller              For       For        Management
9     Elect Director Victoria A. Morrison       For       For        Management
10    Ratify Auditors                           For       For        Management


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:                      Security ID:  P73232103
Meeting Date: APR 20, 2010   Meeting Type: Annual/Special
Record Date:  APR 6, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2009
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Approve Remuneration of Executive         For       For        Management
      Officers, Non-Executive Directors
4     Approve Acquisition of  CME Group, Inc.   For       For        Management
      by BM&FBovespa


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Broadcom Corporation

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joan L. Amble              For       For        Management
1.2   Elect Director Nancy H. Handel            For       For        Management
1.3   Elect Director Eddy W. Hartenstein        For       For        Management
1.4   Elect Director John E. Major              For       For        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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Cablevision Systems Corporation

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary W. Carter          For       For        Management
1.2   Elect Director Thomas V. Reifenheiser     For       Withhold   Management
1.3   Elect Director John R. Ryan               For       Withhold   Management
1.4   Elect Director Vincent Tese               For       Withhold   Management
1.5   Elect Director Leonard Tow                For       For        Management
2     Ratify Auditors                           For       For        Management


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Cameron International Corporation

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

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


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Celanese Corporation

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David N. Weidman           For       For        Management
2     Elect Director Mark C. Rohr               For       For        Management
3     Elect Director Farah M. Walters           For       For        Management
4     Ratify Auditors                           For       For        Management


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Celgene Corporation

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 16, 2010   Meeting Type: Annual
Record Date:  APR 20, 2010

#     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 Carrie S. Cox              For       For        Management
1.5   Elect Director Rodman L. Drake            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


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CME Group Inc.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terrence A. Duffy          For       For        Management
1.2   Elect Director Charles P. Carey           For       For        Management
1.3   Elect Director Mark E. Cermak             For       For        Management
1.4   Elect Director Martin J. Gepsman          For       For        Management
1.5   Elect Director Leo Melamed                For       For        Management
1.6   Elect Director Joseph Niciforo            For       For        Management
1.7   Elect Director C.C. Odom                  For       For        Management
1.8   Elect Director John F. Sandner            For       For        Management
1.9   Elect Director Dennis A. Suskind          For       For        Management
2     Ratify Auditors                           For       For        Management


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Coach, Inc.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lew Frankfort              For       For        Management
1.2   Elect Director Susan Kropf                For       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 Michael Murphy             For       Withhold   Management
1.7   Elect Director Jide Zeitlin               For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Report on Ending Use of Animal Fur in     Against   Abstain    Shareholder
      Products


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Cobalt International Energy, Inc.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph H. Bryant           For       Withhold   Management
1.2   Elect Director Gregory A Beard            For       Withhold   Management
1.3   Elect Director Peter R Coneway            For       Withhold   Management
1.4   Elect Director Henry Cornell              For       Withhold   Management
1.5   Elect Director Jack E. Golden             For       For        Management
1.6   Elect Director Kenneth W. Moore           For       Withhold   Management
1.7   Elect Director J. Hardy Murchison         For       Withhold   Management
1.8   Elect Director Kenneth A. Pontarelli      For       Withhold   Management
1.9   Elect Director Myles W. Scoggins          For       For        Management
1.10  Elect Director D. Jeff Van Steenbergen    For       Withhold   Management
1.11  Elect Director Martin H. Young, Jr.       For       For        Management
2     Approve Bundled Compensation Plans        For       For        Management
3     Ratify Auditors                           For       For        Management


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Cognizant Technology Solutions Corporation

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

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


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Colgate-Palmolive Company

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

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


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Corning Incorporated

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

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


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Credit Suisse Group (formerly CS Holding)

Ticker:                      Security ID:  H3698D419
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  APR 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Receive Financial Statements and          None      None       Management
      Statutory Reports (Non-Voting)
1.2   Approve Remuneration Report               For       Against    Management
1.3   Accept Financial Statements and Statutory For       For        Management
      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     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities
5.1.1 Reelect Noreen Doyle as Director          For       For        Management
5.1.2 Reelect Aziz Syriani as Director          For       Against    Management
5.1.3 Reelect David Syz as Director             For       For        Management
5.1.4 Reelect Peter Weibel as Director          For       For        Management
5.1.5 Elect Jassim Al Thani as Director         For       For        Management
5.1.6 Elect Robert Benmosche as Director        For       For        Management
5.2   Ratify KPMG AG as Auditors                For       For        Management
5.3   Ratify BDO Visura as Special Auditors     For       For        Management


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Crown Castle International Corp.

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

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


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DENTSPLY International Inc.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paula H. Cholmondeley      For       For        Management
1.2   Elect Director Michael J. Coleman         For       For        Management
1.3   Elect Director John C. Miles II           For       Against    Management
1.4   Elect Director John L. Miclot             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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eBay Inc.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David M. Moffett           For       For        Management
2     Elect Director Richard T. Schlosberg, III For       For        Management
3     Elect Director Thomas J. Tierney          For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management
6     Ratify Auditors                           For       For        Management


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EOG Resources, Inc.

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

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


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Express Scripts, Inc.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gary G. Benanav            For       For        Management
2     Elect Director Frank J. Borelli           For       For        Management
3     Elect Director Maura C. Breen             For       For        Management
4     Elect Director Nicholas J. LaHowchic      For       For        Management
5     Elect Director Thomas P. Mac Mahon        For       For        Management
6     Elect Director Frank Mergenthaler         For       For        Management
7     Elect Director Woodrow A Myers, Jr., M.D. For       For        Management
8     Elect Director John O. Parker, Jr.        For       For        Management
9     Elect Director George Paz                 For       For        Management
10    Elect Director Samuel K. Skinner          For       For        Management
11    Elect Director Seymour Sternberg          For       For        Management
12    Elect Director Barrett A. Toan            For       For        Management
13    Ratify Auditors                           For       For        Management
14    Report on Political Contributions         Against   For        Shareholder
15    Require Independent Board Chairman        Against   Against    Shareholder


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F5 Networks, Inc.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 11, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Deborah L. Bevier          For       For        Management
2     Elect Director Alan J. Higginson          For       For        Management
3     Elect Director John McAdam                For       For        Management
4     Ratify Auditors                           For       For        Management


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First Solar, Inc.

Ticker:       FSLR           Security ID:  336433107
Meeting Date: JUN 1, 2010    Meeting Type: Annual
Record Date:  APR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Ahearn          For       For        Management
1.2   Elect Director Robert J. Gillette         For       For        Management
1.3   Elect Director Craig Kennedy              For       For        Management
1.4   Elect Director James F. Nolan             For       For        Management
1.5   Elect Director William J. Post            For       For        Management
1.6   Elect Director J. Thomas Presby           For       For        Management
1.7   Elect Director Paul H. Stebbins           For       Withhold   Management
1.8   Elect Director Michael Sweeney            For       Withhold   Management
1.9   Elect Director Jose H. Villarreal         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

General Dynamics Corporation

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas D. Chabraja       For       For        Management
2     Elect Director James S. Crown             For       For        Management
3     Elect Director William P. Fricks          For       For        Management
4     Elect Director Jay L. Johnson             For       For        Management
5     Elect Director George A. Joulwan          For       For        Management
6     Elect Director Paul G. Kaminski           For       For        Management
7     Elect Director John M. Keane              For       For        Management
8     Elect Director Lester L. Lyles            For       For        Management
9     Elect Director William A. Osborn          For       For        Management
10    Elect Director Robert Walmsley            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Report on Space-based Weapons Program     Against   Abstain    Shareholder


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

Gilead Sciences, Inc.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     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 Kevin E. Lofton            For       For        Management
1.7   Elect Director John W. Madigan            For       For        Management
1.8   Elect Director John C. Martin             For       For        Management
1.9   Elect Director Gordon E. Moore            For       For        Management
1.10  Elect Director Nicholas G. Moore          For       For        Management
1.11  Elect Director Richard J. Whitley         For       For        Management
1.12  Elect Director Gayle E. Wilson            For       For        Management
1.13  Elect Director Per Wold-Olsen             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     Against   For        Shareholder


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

Goodrich Corporation

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carolyn Corvi              For       For        Management
1.2   Elect Director Diane C. Creel             For       For        Management
1.3   Elect Director George A. Davidson, Jr.    For       For        Management
1.4   Elect Director Harris E. Deloach, Jr.     For       For        Management
1.5   Elect Director James W. Griffith          For       For        Management
1.6   Elect Director William R. Holland         For       For        Management
1.7   Elect Director John P. Jumper             For       For        Management
1.8   Elect Director Marshall O. Larsen         For       For        Management
1.9   Elect Director Lloyd W. Newton            For       For        Management
1.10  Elect Director Douglas E. Olesen          For       For        Management
1.11  Elect Director Alfred M. Rankin, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

Google Inc.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Ann Mather                 For       For        Management
1.7   Elect Director Paul S. Otellini           For       For        Management
1.8   Elect Director K. Ram Shriram             For       For        Management
1.9   Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Prepare Sustainability Report             Against   For        Shareholder
5     Adopt Principles for Online Advertising   Against   Abstain    Shareholder
6     Amend Human Rights Policies Regarding     Against   Abstain    Shareholder
      Chinese Operations


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

Halliburton Company

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

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


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

Henry Schein, Inc.

Ticker:       HSIC           Security ID:  806407102
Meeting Date: MAY 10, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stanley M Bergman          For       For        Management
1.2   Elect Director Gerald A Benjamin          For       For        Management
1.3   Elect Director James P Breslawski         For       For        Management
1.4   Elect Director Mark E Mlotek              For       For        Management
1.5   Elect Director Steven Paladino            For       For        Management
1.6   Elect Director Barry J Alperin            For       For        Management
1.7   Elect Director Paul Brons                 For       For        Management
1.8   Elect Director Donald J Kabat             For       For        Management
1.9   Elect Director Philip A Laskawy           For       For        Management
1.10  Elect Director Karyn Mashima              For       For        Management
1.11  Elect Director Norman S Matthews          For       For        Management
1.12  Elect Director Bradley T Sheares, PhD     For       For        Management
1.13  Elect Director Louis W Sullivan, MD       For       For        Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

Hewlett-Packard Company

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

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


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

IntercontinentalExchange, Inc.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles R. Crisp           For       For        Management
1.2   Elect Director Jean-Marc Forneri          For       For        Management
1.3   Elect Director Fred W. Hatfield           For       For        Management
1.4   Elect Director Terrence F. Martell        For       For        Management
1.5   Elect Director Sir Callum McCarthy        For       For        Management
1.6   Elect Director Sir Robert Reid            For       For        Management
1.7   Elect Director Frederic V. Salerno        For       For        Management
1.8   Elect Director Jeffrey C. Sprecher        For       For        Management
1.9   Elect Director Judith A. Sprieser         For       For        Management
1.10  Elect Director Vincent Tese               For       For        Management
2     Ratify Auditors                           For       For        Management


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

Jones Lang LaSalle, Inc.

Ticker:       JLL            Security ID:  48020Q107
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Colin Dyer                 For       For        Management
2     Elect Director Darryl Hartley-Leonard     For       For        Management
3     Elect Director DeAnne Julius              For       For        Management
4     Elect Director Ming Lu                    For       For        Management
5     Elect Director Lauralee E. Martin         For       For        Management
6     Elect Director Sheila A. Penrose          For       For        Management
7     Elect Director David B. Rickard           For       For        Management
8     Elect Director Roger T. Staubach          For       For        Management
9     Elect Director Thomas C. Theobald         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Other Business                            For       Against    Management


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

Joy Global, Inc.

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

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


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

JPMorgan Chase & Co.

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

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


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

Juniper Networks, Inc.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pradeep Sindhu             For       For        Management
1.2   Elect Director Robert M. Calderoni        For       Withhold   Management
1.3   Elect Director William F. Meehan          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

Lockheed Martin Corporation

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director E. C. "Pete" Aldrige, Jr.  For       For        Management
2     Elect Director Nolan D. Archibald         For       For        Management
3     Elect Director David B. Burritt           For       For        Management
4     Elect Director James O. Ellis, Jr.        For       For        Management
5     Elect Director Gwendolyn S. King          For       For        Management
6     Elect Director James M. Loy               For       For        Management
7     Elect Director Douglas H. McCorkindale    For       For        Management
8     Elect Director Joseph W. Ralston          For       For        Management
9     Elect Director James Schneider            For       For        Management
10    Elect Director Anne Stevens               For       For        Management
11    Elect Director Robert J. Stevens          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Space-based Weapons Program     Against   Abstain    Shareholder


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

McDonald's Corporation

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Walter E. Massey           For       For        Management
2     Elect Director John W. Rogers, Jr.        For       For        Management
3     Elect Director Roger W. Stone             For       For        Management
4     Elect Director Miles D. White             For       For        Management
5     Ratify Auditors                           For       For        Management
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
7     Reduce Supermajority Vote Requirement     Against   For        Shareholder
8     Require Suppliers to Adopt CAK            Against   Against    Shareholder
9     Adopt Cage-Free Eggs Purchasing Policy    Against   Against    Shareholder


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

Medco Health Solutions, Inc.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Howard W. Barker, Jr.      For       For        Management
2     Elect Director John L. Cassis             For       For        Management
3     Elect Director Michael Goldstein          For       For        Management
4     Elect Director Charles M. Lillis          For       For        Management
5     Elect Director Myrtle S. Potter           For       For        Management
6     Elect Director William L. Roper           For       For        Management
7     Elect Director David B. Snow, Jr.         For       For        Management
8     Elect Director David D. Stevens           For       Against    Management
9     Elect Director Blenda J. Wilson           For       For        Management
10    Ratify Auditors                           For       For        Management
11    Provide Right to Call Special Meeting     For       For        Management


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

MEMC Electronic Materials, Inc.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Emmanuel T. Hernandez      For       For        Management
2     Elect Director John Marren                For       For        Management
3     Elect Director William E. Stevens         For       For        Management
4     Elect Director James B. Williams          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Other Business                            For       Against    Management


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

Microsoft Corporation

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

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


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

Monsanto Co.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 26, 2010   Meeting Type: Annual
Record Date:  NOV 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank V. AtLee III         For       For        Management
2     Elect Director David L. Chicoine          For       For        Management
3     Elect Director Arthur H. Harper           For       For        Management
4     Elect Director Gwendolyn S. King          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Omnibus Stock Plan                  For       For        Management


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

MSCI Inc.

Ticker:       MXB            Security ID:  55354G100
Meeting Date: APR 8, 2010    Meeting Type: Annual
Record Date:  FEB 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Benjamin F. duPont         For       For        Management
2     Elect Director Henry A. Fernandez         For       For        Management
3     Elect Director Alice W. Handy             For       For        Management
4     Elect Director Catherine R. Kinney        For       For        Management
5     Elect Director Linda H. Riefler           For       For        Management
6     Elect Director George W. Siguler          For       For        Management
7     Elect Director Scott M. Sipprelle         For       For        Management
8     Elect Director Rodolphe M. Vallee         For       For        Management
9     Ratify Auditors                           For       For        Management


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

Nestle SA

Ticker:                      Security ID:  H57312649
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Accept Financial Statements and Statutory For       For        Management
      Reports
1.2   Approve Remuneration Report               For       For        Management
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 1.60 per Share
4.1.1 Reelect Andre Kudelski as Director        For       For        Management
4.1.2 Reelect Jean-Rene Fourtou as Director     For       For        Management
4.1.3 Reelect Steven Hoch as Director           For       For        Management
4.1.4 Reelect Peter Brabeck-Letmathe as         For       For        Management
      Director
4.2.1 Elect Titia de Lange as Director          For       For        Management
4.2.2 Elect Jean-Pierre Roth as Director        For       For        Management
4.3   Ratify KPMG AG as Auditors                For       For        Management
5     Approve CHF 18.5 Million Reduction in     For       For        Management
      Share Capital via Cancellation of
      Repurchased Shares
6     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities


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

NetApp, Inc.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: OCT 14, 2009   Meeting Type: Annual
Record Date:  AUG 17, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Jeffry R. Allen            For       Withhold   Management
1.4   Elect Director Alan L. Earhart            For       For        Management
1.5   Elect Director Thomas Georgens            For       For        Management
1.6   Elect Director Mark Leslie                For       For        Management
1.7   Elect Director Nicholas G. Moore          For       For        Management
1.8   Elect Director George T. Shaheen          For       For        Management
1.9   Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Amend Executive Incentive Bonus Plan      For       For        Management
6     Ratify Auditors                           For       For        Management


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

NII Holdings, Inc.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven P. Dussek           For       For        Management
1.2   Elect Director Donald Guthrie             For       For        Management
1.3   Elect Director  Steven M. Shindler        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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

Nike, Inc.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 21, 2009   Meeting Type: Annual
Record Date:  JUL 24, 2009

#     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 John C. Lechleiter         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

Nintendo Co. Ltd.

Ticker:       7974           Security ID:  J51699106
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JPY 660
2.1   Elect Director Satoru Iwata               For       For        Management
2.2   Elect Director Yoshihiro Mori             For       For        Management
2.3   Elect Director Shinji Hatano              For       For        Management
2.4   Elect Director Genyou Takeda              For       For        Management
2.5   Elect Director Shigeru Miyamoto           For       For        Management
2.6   Elect Director Nobuo Nagai                For       For        Management
2.7   Elect Director Masaharu Matsumoto         For       For        Management
2.8   Elect Director Eiichi Suzuki              For       For        Management
2.9   Elect Director Kazuo Kawahara             For       For        Management
2.10  Elect Director Tatsumi Kimishima          For       For        Management
2.11  Elect Director Kaoru Takemura             For       For        Management
3     Appoint Statutory Auditor Katashi Ozaki   For       For        Management


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

Novo Nordisk A/S

Ticker:                      Security ID:  K7314N152
Meeting Date: MAR 24, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report of Board                   None      None       Management
2     Receive and Approve Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Remuneration of Directors         For       For        Management
4     Approve Allocation of Income and          For       For        Management
      Dividends of DKK 7.5 per Class B Share of
      DKK 1 and Class A Share of DKK 1
5a    Reelect Sten Scheibye as Director         For       For        Management
5b    Reelect Goran Ando as Director            For       For        Management
5c    Reelect Henrik Gurtler as Director        For       For        Management
5d    Reelect Pamela Kirby as Director          For       For        Management
5e    Reelect Kurt Nielsen as Director          For       For        Management
5f    Reelect Hannu Ryopponen as Director       For       For        Management
5g    Reelect Jorgen Wedel as Director          For       For        Management
6     Ratify PricewaterhouseCoopers as Auditor  For       For        Management
7.1.1 Amend Articles Re: Notice Period of       For       For        Management
      General Meeting; Deadline for Submitting
      Shareholder Proposals; Registration Date
      and Record Date; Editorial Changes
7.1.2 Amend Articles Re: Right to Issue Share   For       For        Management
      Certificates for A-shares, Deadline for
      Convening an Extraordinary General
      Meeting; Electronic Distribution of
      Documents Pertaining to General Meetings;
      Voting by Correspondence and Proxy;
      Majority Requirements
7.1.3 Amend Articles Re: Change Name of         For       For        Management
      Company's Share Registrar
7.1.4 Amend Articles Re: Appointment of         For       For        Management
      Chairman and Vice Chairman
7.1.5 Amend Articles Re: Right to Sign for the  For       For        Management
      Company
7.1.6 Amend Articles Re: Specify that the       For       For        Management
      Corporate Language is English
7.1.7 Amend Articles Re: General Reference to   For       For        Management
      Applicable Law Instead of Requirements
      for the Annual Report
7.1.8 Amend Articles Re: Delete Sentence        For       For        Management
      Explaining the Lapse of the Right to
      Dividends
7.2   Approve DKK 20.0 Million Reduction in     For       For        Management
      Class B Share Capital via Share
      Cancellation; Amend Articles Accordingly
7.3   Authorize Repurchase of up to 10 Percent  For       Against    Management
      of Share Capital
7.4   Amend Guidelines for Incentive-Based      For       For        Management
      Compensation for Executive Management and
      Board
8     Authorize Chairman of Meeting to Make     For       For        Management
      Editorial Changes to Adopted Resolutions
      in Connection with Registration
9     Other Business                            None      None       Management


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

NVIDIA Corporation

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Gaither           For       For        Management
1.2   Elect Director Jen-Hsun Huang             For       For        Management
1.3   Elect Director A. Brooke Seawell          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Occidental Petroleum Corporation

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

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


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

Oracle Corp.

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

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


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

PepsiCo, Inc.

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

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


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

Philip Morris International Inc.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Harold Brown               For       For        Management
2     Elect Director Mathis Cabiallavetta       For       For        Management
3     Elect Director Louis C. Camilleri         For       For        Management
4     Elect Director J. Dudley Fishburn         For       For        Management
5     Elect Director Jennifer Li                For       For        Management
6     Elect Director Graham Mackay              For       For        Management
7     Elect Director Sergio Marchionne          For       For        Management
8     Elect Director Lucio A. Noto              For       For        Management
9     Elect Director Carlos Slim Helu           For       For        Management
10    Elect Director Stephen M. Wolf            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Report on Effect of Marketing Practices   Against   Abstain    Shareholder
      on the Poor
13    Establish Supplier Human Rights           Against   Abstain    Shareholder
      Purchasing Protocols


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

Polo Ralph Lauren Corp.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 6, 2009    Meeting Type: Annual
Record Date:  JUN 22, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank A. Bennack, Jr       For       Withhold   Management
1.2   Elect Director Joel L. Fleishman          For       Withhold   Management
1.3   Elect Director Steven P. Murphy           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Potash Corporation of Saskatchewan Inc.

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

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


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

Praxair, Inc.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     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 Robert L. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUALCOMM Incorporated

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

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


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

Quanta Services, Inc.

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

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


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

Range Resources Corporation

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

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


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

Research In Motion Ltd

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 14, 2009   Meeting Type: Annual
Record Date:  MAY 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mike Lazaridis             For       For        Management
1.2   Elect Director James Estill               For       For        Management
1.3   Elect Director David Kerr                 For       For        Management
1.4   Elect Director Roger Martin               For       For        Management
1.5   Elect Director John Richardson            For       For        Management
1.6   Elect Director Barbara Stymiest           For       For        Management
1.7   Elect Director John Wetmore               For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

salesforce.com, inc.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 10, 2010   Meeting Type: Annual
Record Date:  APR 20, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stratton Sclavos           For       For        Management
1.2   Elect Director Lawrence Tomlinson         For       For        Management
1.3   Elect Director Shirley Young              For       For        Management
2     Ratify Auditors                           For       For        Management


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

Schlumberger Ltd.

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

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


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

Shire plc

Ticker:                      Security ID:  G8124V108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  APR 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Elect David Stout as Director             For       For        Management
4     Elect William Burns as Director           For       For        Management
5     Reappoint Deloitte LLP as Auditors        For       For        Management
6     Authorise the Audit Committee to Fix      For       For        Management
      Remuneration of Auditors
7     Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
8     Amend the Portfolio Share Plan            For       For        Management
9     Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
10    Authorise Market Purchase                 For       For        Management


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

Southwestern Energy Company

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

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


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

St. Jude Medical, Inc.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 7, 2010    Meeting Type: Annual
Record Date:  MAR 10, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart M. Essig            For       For        Management
1.2   Elect Director Barbara B. Hill            For       For        Management
1.3   Elect Director Michael A. Rocca           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Sustainability Report             Against   For        Shareholder


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

Stryker Corporation

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard E. Cox, Jr.         For       For        Management
1.2   Elect Director Srikant M. Datar, Ph.D.    For       For        Management
1.3   Elect Director Donald M. Engelman, Ph.D.  For       For        Management
1.4   Elect Director Louise L. Francesconi      For       For        Management
1.5   Elect Director Howard L. Lance            For       For        Management
1.6   Elect Director Stephen P. MacMillan       For       For        Management
1.7   Elect Director William U. Parfet          For       For        Management
1.8   Elect Director Ronda E. Stryker           For       For        Management
2     Ratify Auditors                           For       For        Management


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

T. Rowe Price Group, Inc.

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

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


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

Texas Instruments Incorporated

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

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


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

The Charles Schwab Corporation

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arun Sarin                 For       For        Management
1.2   Elect Director Paula A. Sneed             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   For        Shareholder
5     Adopt a Policy in which the Company will  Against   For        Shareholder
      not Make or Promise to Make Any Death
      Benefit Payments to Senior Executives


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

The Goldman Sachs Group, Inc.

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

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


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

The McGraw-Hill Companies, Inc.

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pedro Aspe                 For       For        Management
1.2   Elect Director Robert P. McGraw           For       For        Management
1.3   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.4   Elect Director Edward B. Rust, Jr.        For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
      Related to the Classified Board
4     Reduce Supermajority Vote Requirement     For       For        Management
      Relating to Business Combinations
5     Reduce Supermajority Vote Requirement     For       For        Management
      Regarding the Sale, Lease, Exchange of
      the Company's Assets
6     Reduce Supermajority Vote Requirement     For       For        Management
      Regarding the Plan for Exchanging Shares
7     Reduce Supermajority Vote Requirement     For       For        Management
      Regarding Authorization of Dissolution
8     Rescind Fair Price Provision              For       For        Management
9     Amend Omnibus Stock Plan                  For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
12    Provide Right to Act by Written Consent   Against   For        Shareholder


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

The TJX Companies, Inc.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 2, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jose B. Alvarez            For       For        Management
2     Elect Director Alan M. Bennett            For       For        Management
3     Elect Director David A. Brandon           For       For        Management
4     Elect Director Bernard Cammarata          For       For        Management
5     Elect Director David T. Ching             For       For        Management
6     Elect Director Michael F. Hines           For       For        Management
7     Elect Director Amy B. Lane                For       For        Management
8     Elect Director Carol Meyrowitz            For       For        Management
9     Elect Director John F. O'Brien            For       For        Management
10    Elect Director Willow B. Shire            For       For        Management
11    Elect Director Fletcher H. Wiley          For       For        Management
12    Ratify Auditors                           For       For        Management
13    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

The Walt Disney Company

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

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


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

The Western Union Company

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dinyar S. Devitre          For       For        Management
2     Elect Director Christina A. Gold          For       For        Management
3     Elect Director Betsy D. Holden            For       For        Management
4     Elect Director Wulf Von Schimmelmann      For       For        Management
5     Ratify Auditors                           For       For        Management


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

Thermo Fisher Scientific Inc.

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

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


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

Unilever NV

Ticker:                      Security ID:  N8981F271
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  APR 20, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Report of Management Board        None      None       Management
      (Non-Voting)
2     Approve Financial Statements and          For       Did Not    Management
      Allocation of Income                                Vote
3     Approve Discharge of Executive Directors  For       Did Not    Management
                                                          Vote
4     Approve Discharge of Non-Executive        For       Did Not    Management
      Directors                                           Vote
5     Reelect P.G.J.M. Polman to Executive      For       Did Not    Management
      Board                                               Vote
6     Elect R.J-M.S. Huet to Executive Board    For       Did Not    Management
                                                          Vote
7     Reelect L.O. Fresco as Non-Executive      For       Did Not    Management
      Director                                            Vote
8     Reelect A.M. Fudge as Non-Executive       For       Did Not    Management
      Director                                            Vote
9     Reelect C.E. Golden as Non-Executive      For       Did Not    Management
      Director                                            Vote
10    Reelect B.E. Grote as Non-Executive       For       Did Not    Management
      Director                                            Vote
11    Reelect H. Nyasulu as Non-Executive       For       Did Not    Management
      Director                                            Vote
12    Reelect K.J. Storm as Non-Executive       For       Did Not    Management
      Director                                            Vote
13    Reelect M. Treschow as Non-Executive      For       Did Not    Management
      Director                                            Vote
14    Reelect J. van der Veer as Non-Executive  For       Did Not    Management
      Director                                            Vote
15    Elect P. Walsh as Non-Executive Director  For       Did Not    Management
                                                          Vote
16    Elect M. Rifkind as Non-Executive         For       Did Not    Management
      Director                                            Vote
17    Approve Management Co-Investment Plan     For       Did Not    Management
                                                          Vote
18    Amend Performance Criteria of the Annual  For       Did Not    Management
      Bonus                                               Vote
19    Amend Performance Criteria of the         For       Did Not    Management
      Long-Term Incentive Plan                            Vote
20    Approve Cancellation of 4 Percent         For       Did Not    Management
      Cumulative Preference Shares                        Vote
21    Authorize Repurchase of 6% Cumulative     For       Did Not    Management
      Preference Shares and 7% Cumulative                 Vote
      Preference Shares
22    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
23    Approve Authorization to Cancel Ordinary  For       Did Not    Management
      Shares                                              Vote
24    Grant Board Authority to Issue Shares Up  For       Did Not    Management
      To10 Percent of Issued Capital Plus                 Vote
      Additional 10 Percent in Case of
      Takeover/Merger and Restricting/Excluding
      Preemptive Rights
25    Ratify PricewaterhouseCoopers as Auditors For       Did Not    Management
                                                          Vote
26    Allow Questions and Close Meeting         None      None       Management


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

Union Pacific Corporation

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

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


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

Verisk Analytics, Inc.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: JUN 16, 2010   Meeting Type: Annual
Record Date:  APR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Lehman, Jr.        For       For        Management
1.2   Elect Director Andrew G. Mills            For       For        Management
1.3   Elect Director Arthur J. Rothkopf         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Visa Inc.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 20, 2010   Meeting Type: Annual
Record Date:  NOV 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Matschullat      For       For        Management
1.2   Elect Director Cathy E. Minehan           For       For        Management
1.3   Elect Director David J. Pang              For       For        Management
1.4   Elect Director William S. Shanahan        For       For        Management
1.5   Elect Director John A. Swainson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Wal-Mart Stores, Inc.

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

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


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

Walgreen Co.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 13, 2010   Meeting Type: Annual
Record Date:  NOV 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Davis            For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director Mark P. Frissora           For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Nancy M. Schlichting       For       For        Management
1.6   Elect Director David Y. Schwartz          For       For        Management
1.7   Elect Director Alejandro Silva            For       For        Management
1.8   Elect Director James A. Skinner           For       For        Management
1.9   Elect Director Gregory D. Wasson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder
5     Performance-Based Equity Awards           Against   For        Shareholder
6     Report on Charitable Contributions        Against   Abstain    Shareholder


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

Wells Fargo & Company

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

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


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

Xstrata plc

Ticker:                      Security ID:  G9826T102
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAY 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend                    For       For        Management
3     Approve Remuneration Report               For       Against    Management
4     Re-elect Mick Davis as Director           For       For        Management
5     Re-elect David Rough as Director          For       For        Management
6     Re-elect Sir Steve Robson as Director     For       For        Management
7     Re-elect Willy Strothotte as Director     For       Against    Management
8     Elect Dr Con Fauconnier as Director       For       For        Management
9     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      and Authorise Their Remuneration
10    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights
11    Authorise Issue of Equity without         For       For        Management
      Pre-emptive Rights
12    Authorise the Company to Call EGM with    For       For        Management
      Not Less Than 20 Clear Days' Notice
13    Amend Articles of Association             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.

Registrant:  Oppenheimer Capital Appreciation Fund

By:          William F. Glavin, Jr.*
             --------------
             William F. Glavin, Jr.
             President and Principal Executive Officer

Date:        August 23, 2010

*By:         /s/ Randy Legg
             --------------
             Randy Legg, Attorney in Fact