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:                            07/01/2008-06/30/2009

Item 1. Proxy Voting Record


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

ABB Ltd.

Ticker:                      Security ID:  CH0012221716
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:

#     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 and Omission For       For        Management
      of Dividends
5     Approve Creation of CHF 404 Million Pool  For       For        Management
      of Capital without Preemptive Rights
6     Approve CHF 1.1 Billion Reduction in      For       For        Management
      Share Capital and Capital Repayment of
      CHF 0.48 per Registered Share
7     Amend Shareholding Threshold for          For       For        Management
      Proposing Resolutions at Shareholder
      Meetings
8.1   Reelect Hubertus von Gruenberg as         For       For        Management
      Director
8.2   Reelect Roger Agnelli as Director         For       For        Management
8.3   Reelect Louis Hughes as Director          For       For        Management
8.4   Reelect Hans Maerki as Director           For       For        Management
8.5   Reelect Michel de Rosen as Director       For       For        Management
8.6   Reelect Michael Treschow as Director      For       For        Management
8.7   Reelect Bernd Voss as Director            For       For        Management
8.8   Reelect Jacob Wallenberg as Director      For       For        Management
9     Ratify Ernst & Young AG as Auditors   For       For        Management


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Adobe Systems Inc.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director Carol Mills                For       For        Management
1.3   Elect Director Daniel Rosensweig          For       For        Management
1.4   Elect Director Robert Sedgewick           For       For        Management
1.5   Elect Director John E. Warnock            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:  18490102
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer           For       For        Management
1.2   Elect Director Robert A. Ingram           For       Against    Management
1.3   Elect Director David E.I. Pyott           For       For        Management
1.4   Elect Director Russell T. Ray             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Testing                  Against   Abstain    Shareholder


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Amgen, Inc.

Ticker:       AMGN           Security ID:  31162100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

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


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Aon Corp.

Ticker:       AOC            Security ID:  37389103
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

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


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Apache Corp.

Ticker:       APA            Security ID:  37411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederick M. Bohen         For       For        Management
1.2   Elect Director George D. Lawrence         For       For        Management
1.3   Elect Director Rodman D. Patton           For       For        Management
1.4   Elect Director Charles J. Pitman          For       For        Management


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Apple, Inc.

Ticker:       AAPL           Security ID:  37833100
Meeting Date: FEB 25, 2009   Meeting Type: Annual
Record Date:  DEC 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William V. Campbell        For       For        Management
1.2   Elect Director Millard S. Drexler         For       For        Management
1.3   Elect Director Albert A. Gore, Jr.        For       For        Management
1.4   Elect Director Steven P. Jobs             For       For        Management
1.5   Elect Director Andrea Jung                For       For        Management
1.6   Elect Director A.D. Levinson              For       For        Management
1.7   Elect Director Eric E. Schmidt            For       For        Management
1.8   Elect Director Jerome B. York             For       For        Management
2     Report on Political Contributions         Against   Abstain    Shareholder
3     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder
4     Prepare Sustainability Report             Against   Abstain    Shareholder
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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Baxter International Inc.

Ticker:       BAX            Security ID:  71813109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter E. Boomer           For       For        Management
1.2   Elect Director James R. Gavin III         For       For        Management
1.3   Elect Director Peter S. Hellman           For       For        Management
1.4   Elect Director K. J. Storm                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Testing                  Against   Abstain    Shareholder


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:                      Security ID:  BRBVMFACNOR3
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2008
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Directors                           For       For        Management
4     Approve Remuneration of Executive         For       For        Management
      Officers and Non-Executive Directors


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:                      Security ID:  BRBVMFACNOR3
Meeting Date: MAY 8, 2009    Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Article 1 to Unify Expressions      For       For        Management
      "BM&F" and "Bovespa"
2     Amend Article 5 to Reflect the Increase   For       For        Management
      in Share Capital Due to the Exercise of
      Stock Options
3     Amend Article 16 to Exclude Reference to  For       For        Management
      the "Bolsa de Valores de Sao Paulo"
4     Amend Articles 16 to Eliminate Provision  For       For        Management
      Requiring Shareholders to Approve How the
      Company Will Vote on Shareholder Meetings
      of its Subsidiaries
5     Amend Article 22 to Change Director       For       For        Management
      Independence Criteria
6     Amend Article 23 to Give the Governance   For       For        Management
      Committee the Responsibility of a
      Nominations Committee
7     Amend Article 26 to Allow CEO to Attend   For       For        Management
      or Not the Board Meetings
8     Amend Article 27 to Clarify that the      For       For        Management
      Governance Committee Will Not be Involved
      in the Appointment of Substitutes to Fill
      Board Vacancies
9     Amend Article 29 to Correct Spelling      For       For        Management
10    Amend Article 29 to Allow the Board to    For       For        Management
      Create Working Groups to Address Specific
      Matters
11    Amend Articles 35 and 49 to Eliminate the For       For        Management
      Regulations and Norms Committee
12    Amend Article 39 re: Substitution of CEO  For       For        Management
13    Amend Article 45 to Change the Name of    For       For        Management
      the Governance Committee to Governance
      and Nominations Committee, and to Change
      the Remuneration and Nominations
      Committee to Remuneration Committee
14    Amend Articles 46, 47, 49, and 50 re:     For       For        Management
      Composition of Audit, Remuneration, and
      Governance and Nominations Committees
15    Amend Article 81 Through 85 to Remove     For       For        Management
      Temporary Provisions Related to the
      Integration of BM&F and Bovespa
16    Consolidate Articles                      For       For        Management


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:                      Security ID:  BRBVMFACNOR3
Meeting Date: NOV 28, 2008   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Absorbtion of Bolsa de Valores de For       For        Management
      Sao Paulo SA, and Companhia Brasileira de
      Liquidacao e Custodia
2     Appoint PricewaterhouseCoopers to         For       For        Management
      Appraise Proposed Absorption
3     Approve Appraisal of Proposed Absorption  For       For        Management
4     Ratify Votes Cast during the Shareholder  For       For        Management
      Meetings of Bolsa de Valores de Sao Paulo
      SA and Companhia Brasileira de Liquidacao
      e Custodia
5     Ratify Director Appointed by the Board in For       For        Management
      Accordance with Art. 150 of the Brazilian
      Corporations Law
6     Authorize Administrators to Execute       For       For        Management
      Approved Resolutions


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Broadcom Corp.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George L. Farinsky         For       For        Management
1.2   Elect Director Nancy H. Handel            For       For        Management
1.3   Elect Director Eddy W. Hartenstein        For       For        Management
1.4   Elect Director John 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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Burger King Holdings, Inc.

Ticker:       BKC            Security ID:  121208201
Meeting Date: NOV 20, 2008   Meeting Type: Annual
Record Date:  SEP 22, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Chidsey            For       For        Management
1.2   Elect Director Richard W. Boyce           For       For        Management
1.3   Elect Director David A. Brandon           For       Withhold   Management
1.4   Elect Director Ronald M. Dykes            For       For        Management
1.5   Elect Director Peter R. Formanek          For       For        Management
1.6   Elect Director Manuel A. Garcia           For       For        Management
1.7   Elect Director Sanjeev K. Mehra           For       Withhold   Management
1.8   Elect Director Stephen G. Pagliuca        For       For        Management
1.9   Elect Director Brian T. Swette            For       For        Management
1.10  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management


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Burlington Northern Santa Fe Corp.

Ticker:       BNI            Security ID:  12189T104
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan L. Boeckmann          For       For        Management
1.2   Elect Director Donald G. Cook             For       For        Management
1.3   Elect Director Vilma S. Martinez          For       For        Management
1.4   Elect Director Marc F. Racicot            For       For        Management
1.5   Elect Director Roy S. Roberts             For       For        Management
1.6   Elect Director Matthew K. Rose            For       For        Management
1.7   Elect Director Marc J. Shapiro            For       For        Management
1.8   Elect Director J.C. Watts, Jr.            For       For        Management
1.9   Elect Director Robert H. West             For       For        Management
1.10  Elect Director J. Steven Whisler          For       For        Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
4     Amend Bylaws-- Call Special Meetings      Against   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder


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C. R. Bard, Inc.

Ticker:       BCR            Security ID:  67383109
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc C. Breslawsky         For       For        Management
1.2   Elect Director Herbert L. Henkel          For       For        Management
1.3   Elect Director Tommy G. Thompson          For       For        Management
1.4   Elect Director Timothy M. Ring            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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Cablevision Systems Corp.

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zachary W. Carter          For       For        Management
1.2   Elect Director Charles D. Ferris          For       Withhold   Management
1.3   Elect Director Thomas V. Reifenheiser     For       For        Management
1.4   Elect Director John R. Ryan               For       For        Management
1.5   Elect Director Vincent Tese               For       For        Management
1.6   Elect Director Leonard Tow                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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Cadbury plc (formerly Cadbury Schweppes plc)

Ticker:                      Security ID:  GB00B2PF6M70
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 11.1 Pence Per  For       For        Management
      Ordinary Share
3     Approve Remuneration Report               For       For        Management
4     Re-elect Roger Carr as Director           For       For        Management
5     Re-elect Todd Stitzer as Director         For       For        Management
6     Elect Baroness Hogg as Director           For       For        Management
7     Elect Colin Day as Director               For       For        Management
8     Elect Andrew Bonfield as Director         For       For        Management
9     Reappoint Deloitte LLP as Auditors of the For       For        Management
      Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
11    Authorise Company and its Subsidiaries to For       For        Management
      Make EU Political Donations to Political
      Parties or Independent Election
      Candidates, to Political Organisations
      Other than Political Parties and to Incur
      EU Political Expenditure up to GBP
      100,000
12    Authorise Issue of Equity with            For       For        Management
      Pre-emptive Rights Under a General
      Authority up to GBP 45,410,520 and an
      Additional Amount Pursuant to a Rights
      Issue of up to GBP 90,821,040 After
      Deducting Any Securities Issued Under the
      General Authority
13    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 6,811,578
14    Authorise Market Purchase of up to GBP    For       For        Management
      13,623,156
15    Approve That a General Meeting Other Than For       For        Management
      an Annual GeneralMeeting May Be Called on
      Not Less than 14 Clear Days' Notice


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Cameron International Corp

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

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


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Celgene Corp.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       For        Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Ernest Mario               For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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Cisco Systems, Inc.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carol A. Bartz             For       For        Management
2     Elect Director M. Michele Burns           For       For        Management
3     Elect Director Michael D. Capellas        For       For        Management
4     Elect Director Larry R. Carter            For       For        Management
5     Elect Director John T. Chambers           For       For        Management
6     Elect Director Brian L. Halla             For       For        Management
7     Elect Director John L. Hennessy           For       For        Management
8     Elect Director Richard M. Kovacevich      For       For        Management
9     Elect Director Roderick C. McGeary        For       For        Management
10    Elect Director Michael K. Powell          For       For        Management
11    Elect Director Steven M. West             For       For        Management
12    Elect Director Jerry Yang                 For       Against    Management
13    Ratify Auditors                           For       For        Management
14    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation          Against   Against    Shareholder


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CME Group Inc.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: AUG 18, 2008   Meeting Type: Special
Record Date:  JUL 18, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Increase in Size of Board         For       For        Management
2     Issue Shares in Connection with           For       For        Management
      Acquisition
3     Adjourn Meeting                           For       For        Management


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Colgate-Palmolive Co.

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

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


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Covance Inc.

Ticker:       CVD            Security ID:  222816100
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Barchi              For       For        Management
1.2   Elect Director Sandra L. Helton           For       For        Management
1.3   Elect Director Joseph C. Scodari          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Animal Welfare Act Violations   Against   Abstain    Shareholder


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Credit Suisse Group (formerly CS Holding)

Ticker:                      Security ID:  CH0012138530
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  APR 13, 2009

#     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       For        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 Retained Earnings   For       For        Management
      and Dividends of CHF 0.10 per Share
4.1   Approve Issuance of Convertible Bonds     For       For        Management
      and/or Options without Preemptive Rights;
      Approve EUR 4 Million Increase of
      Existing Pool of Capital to Guarantee
      Conversion Rights
4.2   Approve Creation of CHF 4 Million Pool of For       For        Management
      Capital without Preemptive Rights
5.1   Amend Articles Re: Auditors               For       For        Management
5.2   Amend Articles Re: Presence Quorum for    For       For        Management
      Board Resolutions
5.3   Amend Articles Re: Contributions in Kind  For       For        Management
6.1.1 Reelect Hans-Ulrich Doerig as Director    For       For        Management
6.1.2 Reelect Walter Kielholz as Director       For       For        Management
6.1.3 Reelect Richard Thornburgh as Director    For       For        Management
6.1.4 Elect Andreas Koopmann as Director        For       For        Management
6.1.5 Elect Urs Rohner as Director              For       For        Management
6.1.6 Elect John Tiner as Director              For       For        Management
6.2   Ratify KPMG AG as Auditors                For       For        Management
6.3   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 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cindy Christy              For       For        Management
1.2   Elect Director Ari Q. Fitzgerald          For       For        Management
1.3   Elect Director Robert E. Garrison II      For       For        Management
1.4   Elect Director John P. Kelly              For       For        Management
2     Ratify Auditors                           For       For        Management


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Dentsply International, Inc.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wendy L Dixon              For       For        Management
1.2   Elect Director Leslie A. Jones            For       For        Management
1.3   Elect Director Bret W. Wise               For       For        Management
2     Ratify Auditors                           For       For        Management


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eBay Inc.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc L. Andreessen         For       For        Management
1.2   Elect Director William C. Ford, Jr.       For       For        Management
1.3   Elect Director Dawn G. Lepore             For       For        Management
1.4   Elect Director Pierre M. Omidyar          For       For        Management
1.5   Elect Director Richard T. Schlosberg, III For       For        Management
2     Approve Stock Option Exchange Program     For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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Ecolab, Inc.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leslie S. Biller           For       For        Management
1.2   Elect Director Jerry A. Grundhofer        For       For        Management
1.3   Elect Director John J. Zillmer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

Express Scripts, Inc.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary G. Benanav            For       For        Management
1.2   Elect Director Frank J. Borelli           For       For        Management
1.3   Elect Director Maura C. Breen             For       For        Management
1.4   Elect Director Nicholas J. LaHowchic      For       For        Management
1.5   Elect Director Thomas P. Mac Mahon        For       For        Management
1.6   Elect Director Frank Mergenthaler         For       For        Management
1.7   Elect Director Woodrow A Myers, Jr, MD    For       For        Management
1.8   Elect Director John O. Parker, Jr.        For       For        Management
1.9   Elect Director George Paz                 For       For        Management
1.10  Elect Director Samuel K. Skinner          For       For        Management
1.11  Elect Director Seymour Sternberg          For       For        Management
1.12  Elect Director Barrett A. Toan            For       For        Management
2     Ratify Auditors                           For       For        Management


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

F5 Networks, Inc.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 12, 2009   Meeting Type: Annual
Record Date:  JAN 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Karl D. Guelich            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

FLIR Systems, Inc.

Ticker:       FLIR           Security ID:  302445101
Meeting Date: MAY 1, 2009    Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earl R. Lewis              For       For        Management
1.2   Elect Director Steven E. Wynne            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

Focus Media Holding Ltd.

Ticker:       FMCN           Security ID:  34415V109
Meeting Date: OCT 13, 2008   Meeting Type: Annual
Record Date:  AUG 29, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ELECTION OF YING WU AS    For       For        Management
      THE DIRECTOR TO SERVE ON THE BOARD OF
      DIRECTORS FOR A THREE YEAR TERM OR UNTIL
      SUCH DIRECTOR S SUCCESSOR IS ELECTED AND
      DULY QUALIFIED, AS SET FORTH IN THE
      COMPANY S NOTICE OF MEETING ENCLOSED
      HEREWITH.
2     RATIFY AUDITORS                           For       For        Management


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

General Dynamics Corp.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     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 Deborah J. Lucas           For       For        Management
9     Elect Director Lester L. Lyles            For       For        Management
10    Elect Director J. Christopher Reyes       For       For        Management
11    Elect Director Robert Walmsley            For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
14    Ratify Auditors                           For       For        Management
15    Report on Space-based Weapons Program     Against   Abstain    Shareholder
16    Adopt a Policy in which the Company will  Against   For        Shareholder
      not Make or Promise to Make Any Death
      Benefit Payments to Senior Executives


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

Gilead Sciences, Inc.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director Carla A. Hills             For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Richard J. Whitley         For       For        Management
1.11  Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

Google Inc

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       Withhold   Management
1.2   Elect Director Sergey Brin                For       Withhold   Management
1.3   Elect Director Larry Page                 For       Withhold   Management
1.4   Elect Director L. John Doerr              For       Withhold   Management
1.5   Elect Director John L. Hennessy           For       Withhold   Management
1.6   Elect Director Arthur D. Levinson         For       Withhold   Management
1.7   Elect Director Ann Mather                 For       Withhold   Management
1.8   Elect Director Paul S. Otellini           For       Withhold   Management
1.9   Elect Director K. Ram Shriram             For       Withhold   Management
1.10  Elect Director Shirley M. Tilghman        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Report on Political Contributions         For       For        Shareholder
5     Adopt Policies to Protect Freedom of      Against   Abstain    Shareholder
      Access to the Internet
6     Adopt Principles for Health Care Reform   Against   Abstain    Shareholder


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

Henry Schein, Inc.

Ticker:       HSIC           Security ID:  806407102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     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 Margaret A. Hamburg, M.D.  For       For        Management
1.9   Elect Director Donald J. Kabat            For       For        Management
1.10  Elect Director Philip A. Laskawy          For       For        Management
1.11  Elect Director Karyn Mashima              For       For        Management
1.12  Elect Director Norman S. Matthews         For       For        Management
1.13  Elect Director Louis W. Sullivan, M.D.    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

Illumina, Inc.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director A. Blaine Bowman           For       For        Management
2     Elect Director Karin Eastham              For       For        Management
3     Elect Director Jay T. Flatley             For       For        Management
4     Elect Director  William H. Rastetter,     For       For        Management
      Ph.D.
5     Ratify Auditors                           For       For        Management


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

IntercontinentalExchange, Inc.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     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 Robert Reid            For       For        Management
1.6   Elect Director Frederic V. Salerno        For       Withhold   Management
1.7   Elect Director Frederick W. Schoenhut     For       For        Management
1.8   Elect Director Jeffrey C. Sprecher        For       For        Management
1.9   Elect Director Judith A. Sprieser         For       Withhold   Management
1.10  Elect Director Vincent Tese               For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

Intuitive Surgical, Inc.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary S. Guthart, Ph.D.     For       For        Management
1.2   Elect Director Mark J. Rubash             For       For        Management
1.3   Elect Director Lonnie M. Smith            For       For        Management


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

Jones Lang LaSalle, Inc.

Ticker:       JLL            Security ID:  48020Q107
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     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: FEB 24, 2009   Meeting Type: Annual
Record Date:  DEC 26, 2008

#     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 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director David M. Cote              For       For        Management
1.4   Elect Director James S. Crown             For       For        Management
1.5   Elect Director James Dimon                For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director William H. Gray, III       For       For        Management
1.8   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Disclose Prior Government Service         Against   Abstain    Shareholder
5     Provide for Cumulative Voting             Against   Against    Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Report on Predatory Lending Policies      Against   Against    Shareholder
8     Amend Key Executive Performance Plan      Against   For        Shareholder
9     Stock Retention/Holding Period            Against   For        Shareholder
10    Prepare Carbon Principles Report          Against   Abstain    Shareholder


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

Julius Baer Holding AG (formerly Baer Holdings)

Ticker:                      Security ID:  CH0029758650
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  MAR 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Allocation of Income and          For       For        Management
      Dividends of CHF 0.50 per Share
3     Approve Discharge of Board and Senior     For       For        Management
      Management
4.1   Reelect Raymond Baer as Director          For       For        Management
4.2   Elect Leonhard Fischer as Director        For       For        Management
5     Ratify KPMG AG as Auditors                For       For        Management
6     Approve CHF 220,175 Reduction in Share    For       For        Management
      Capital via Cancellation of 4.4 Million
      Repurchased Shares
7     Amend Articles Re: Auditors, AGM          For       For        Management
      Resolutions on Sale of Shares in Julius
      Baer & Co. AG, Shareholding Requirement
      for Board Members


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

Julius Baer Holding AG (formerly Baer Holdings)

Ticker:                      Security ID:  CH0029758650
Meeting Date: JUN 30, 2009   Meeting Type: Special
Record Date:  JUN 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Authorize CHF 4.9 Billion Transfer from   For       For        Management
      Legal Reserves to Free Reserves
2     Amend Corporate Purpose                   For       For        Management
3.1   Approve Special Dividend in Form of       For       For        Management
      Julius Baer Gruppe AG Shares
3.2   Change Company Name to GAM Holding AG     For       For        Management
3.3.1 Elect Johannes de Gier as Director        For       Against    Management
3.3.2 Elect Hugh Scott-Barrett as Director      For       For        Management
3.3.3 Elect Dieter Enkelmann as Director        For       Against    Management
4     Authorize Cancelation of Share Repurchase For       For        Management
      Program


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

Juniper Networks, Inc.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott Kriens               For       For        Management
1.2   Elect Director Stratton Sclavos           For       For        Management
1.3   Elect Director William R. Stensrud        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Lockheed Martin Corp.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. C. "Pete" Aldrige, Jr.  For       Against    Management
1.2   Elect Director Nolan D. Archibald         For       Against    Management
1.3   Elect Director David B. Burritt           For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director James M. Loy               For       For        Management
1.7   Elect Director Douglas H. McCorkindale    For       Against    Management
1.8   Elect Director Joseph W. Ralston          For       For        Management
1.9   Elect Director Frank Savage               For       For        Management
1.10  Elect Director James Schneider            For       Against    Management
1.11  Elect Director Anne Stevens               For       Against    Management
1.12  Elect Director Robert J. Stevens          For       For        Management
1.13  Elect Director James R. Ukropina          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Report on Space-based Weapons Program     Against   Abstain    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
6     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

MasterCard Incorporated

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Haythornthwaite    For       For        Management
1.2   Elect Director David R. Carlucci          For       For        Management
1.3   Elect Director Robert W. Selander         For       For        Management
2     Amend Certificate of Incorporation to     For       For        Management
      Increase Size of Board and Amend Director
      Qualifications
3     Ratify Auditors                           For       For        Management


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

Medco Health Solutions, Inc.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 26, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles M. Lillis, Ph.D.   For       For        Management
2     Elect Director William L. Roper, M.D.     For       For        Management
3     Elect Director David D. Stevens           For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management


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

Microchip Technology, Inc.

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 15, 2008   Meeting Type: Annual
Record Date:  JUN 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steve Sanghi               For       For        Management
1.2   Elect Director Albert J. Hugo-Martinez    For       For        Management
1.3   Elect Director L.B. Day                   For       For        Management
1.4   Elect Director Matthew W. Chapman         For       For        Management
1.5   Elect Director Wade F. Meyercord          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Microsoft Corp.

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

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


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

Monsanto Co.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 14, 2009   Meeting Type: Annual
Record Date:  NOV 17, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Janice L. Fields           For       For        Management
2     Elect Director Hugh Grant                 For       For        Management
3     Elect Director C. Steven McMillan         For       For        Management
4     Elect Director Robert J. Stevens          For       For        Management
5     Ratify Auditors                           For       For        Management


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

MOSAIC CO

Ticker:       MOS            Security ID:  61945A107
Meeting Date: OCT 9, 2008    Meeting Type: Annual
Record Date:  AUG 11, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David B. Mathis            For       For        Management
1.2   Elect Director James L. Popowich          For       For        Management
1.3   Elect Director James T. Prokopanko        For       For        Management
1.4   Elect Director Steven M. Seibert          For       For        Management
2     Ratify Auditors                           For       For        Management


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

MSCI Inc.

Ticker:       MXB            Security ID:  55354G100
Meeting Date: APR 2, 2009    Meeting Type: Annual
Record Date:  FEB 3, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kenneth M. deRegt          For       Against    Management
1.2   Elect Director Benjamin F. duPont         For       For        Management
1.3   Elect Director Henry A. Fernandez         For       Against    Management
1.4   Elect Director James P. Gorman            For       Against    Management
1.5   Elect Director Linda H. Riefler           For       Against    Management
1.6   Elect Director Scott M. Sipprelle         For       For        Management
1.7   Elect Director Rodolphe M. Vallee         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Nestle SA

Ticker:                      Security ID:  CH0038863350
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  APR 8, 2009

#     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 1.40 per Share
4.1.1 Reelect Daniel Borel as Director          For       For        Management
4.1.2 Reelect Carolina Mueller-Moehl as         For       For        Management
      Director
4.2   Ratify KPMG AG as Auditors                For       For        Management
5     Approve CHF 180 million Reduction in      For       For        Management
      Share Capital


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

NetApp, Inc.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: SEP 2, 2008    Meeting Type: Annual
Record Date:  JUL 9, 2008

#     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       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Alan L. Earhart            For       For        Management
1.6   Elect Director Thomas Georgens            For       For        Management
1.7   Elect Director Edward Kozel               For       For        Management
1.8   Elect Director Mark Leslie                For       For        Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director George T. Shaheen          For       For        Management
1.11  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     Ratify Auditors                           For       For        Management


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

NetApp, Inc.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: APR 21, 2009   Meeting Type: Special
Record Date:  MAR 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Option Exchange Program     For       Against    Management


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

NII Holdings, Inc.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George A. Cope             For       Withhold   Management
1.2   Elect Director Raymond P. Dolan           For       For        Management
1.3   Elect Director Carolyn Katz               For       For        Management
2     Ratify Auditors                           For       For        Management


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

Nintendo Co. Ltd.

Ticker:       7974           Security ID:  JP3756600007
Meeting Date: JUN 26, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, With a      For       For        Management
      Final Dividend of JPY 780
2     Amend Articles To Reflect Digitalization  For       For        Management
      of Share Certificates
3.1   Elect Director                            For       For        Management
3.2   Elect Director                            For       For        Management
3.3   Elect Director                            For       For        Management
3.4   Elect Director                            For       For        Management
3.5   Elect Director                            For       For        Management
3.6   Elect Director                            For       For        Management
3.7   Elect Director                            For       For        Management
3.8   Elect Director                            For       For        Management
3.9   Elect Director                            For       For        Management
3.10  Elect Director                            For       For        Management
3.11  Elect Director                            For       For        Management
3.12  Elect Director                            For       For        Management


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

Northern Trust Corp.

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

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


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

Nvidia Corporation

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tench Coxe                 For       Withhold   Management
1.2   Elect Director Mark L. Perry              For       Withhold   Management
1.3   Elect Director Mark A. Stevens            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Occidental Petroleum Corp.

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

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


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

Oracle Corp.

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

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


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

PepsiCo, Inc.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

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


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

Philip Morris International Inc.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harold Brown               For       For        Management
1.2   Elect Director Mathis Cabiallavetta       For       For        Management
1.3   Elect Director Louis C. Camilleri         For       For        Management
1.4   Elect Director J. Dudley Fishburn         For       For        Management
1.5   Elect Director Graham Mackay              For       For        Management
1.6   Elect Director Sergio Marchionne          For       Against    Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director Carlos Slim Helu           For       For        Management
1.9   Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

Polo Ralph Lauren Corp.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 7, 2008    Meeting Type: Annual
Record Date:  JUN 23, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Frank A. Bennack, Jr.               For       For        Management
1.2   Elect Joel L. Fleishman                   For       For        Management
1.3   Elect Terry S. Semel                      For       Withhold   Management
3     Ratify Auditors                           For       For        Management


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

Potash Corporation of Saskatchewan Inc.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 7, 2009    Meeting Type: Annual/Special
Record Date:  MAR 12, 2009

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


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

Praxair, Inc.

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

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


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

Precision Castparts Corp.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 12, 2008   Meeting Type: Annual
Record Date:  JUN 19, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don R. Graber              For       For        Management
1.2   Elect Director Lester L. Lyles            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

QUALCOMM Inc.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 3, 2009    Meeting Type: Special
Record Date:  JAN 2, 2009

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


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

Quanta Services, Inc.

Ticker:       PWR            Security ID:  74762E102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     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


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

Range Resources Corporation

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles L. Blackburn       For       For        Management
1.2   Elect Director Anthony V. Dub             For       For        Management
1.3   Elect Director V. Richard Eales           For       For        Management
1.4   Elect Director Allen Finkelson            For       For        Management
1.5   Elect Director James M. Funk              For       For        Management
1.6   Elect Director Jonathan S. Linker         For       For        Management
1.7   Elect Director Kevin S. McCarthy          For       For        Management
1.8   Elect Director John H. Pinkerton          For       For        Management
1.9   Elect Director Jeffrey L. Ventura         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

Research In Motion Ltd

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 15, 2008   Meeting Type: Annual
Record Date:  MAY 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect James Balsillie, Mike Lazaridis,    For       For        Management
      James Estill, David Kerr, Roger Martin,
      John Richardson, Barbara Stymiest and
      John Wetmore as Directors
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

SAIC Inc

Ticker:       SAI            Security ID:  78390X101
Meeting Date: JUN 19, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director France A. Cordova          For       For        Management
1.2   Elect Director Kenneth C. Dahlberg        For       For        Management
1.3   Elect Director Jere A. Drummond           For       For        Management
1.4   Elect Director John J. Hamre              For       For        Management
1.5   Elect Director Miriam E. John             For       For        Management
1.6   Elect Director Anita K. Jones             For       For        Management
1.7   Elect Director John P. Jumper             For       For        Management
1.8   Elect Director Harry M.J. Kraemer, Jr.    For       For        Management
1.9   Elect Director Edward J. Sanderson, Jr.   For       For        Management
1.10  Elect Director Louis A. Simpson           For       For        Management
1.11  Elect Director A. Thomas Young            For       For        Management
2     Approve Conversion of Securities          For       For        Management
3     Ratify Auditors                           For       For        Management


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

Salesforce.com, Inc.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig Ramsey               For       For        Management
1.2   Elect Director Sanford Robertson          For       For        Management
1.3   Elect Director Maynard Webb               For       For        Management
2     Ratify Auditors                           For       For        Management


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

Salesforce.com, Inc.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUL 10, 2008   Meeting Type: Annual
Record Date:  MAY 20, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc Benioff               For       For        Management
1.2   Elect Director Craig Conway               For       For        Management
1.3   Elect Director Alan Hassenfeld            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

Schlumberger Ltd.

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

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


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

Shire plc

Ticker:                      Security ID:  JE00B2QKY057
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Re-elect Dr Barry Price as Director       For       For        Management
4     Reappoint Deloitte LLP as Auditors of the For       For        Management
      Company
5     Authorise the Audit, Compliance and Risk  For       For        Management
      Committee to Fix Remuneration of Auditors
6     Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 9,337,043 and an Additional GBP
      9,337,043 in Connection with an Offer by
      Way of a Rights Issue
7     Subject to the Passing of the Previous    For       For        Management
      Resolution, Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 1,400,556
8     Authorise 56,022,258 Ordinary Shares for  For       For        Management
      Market Purchase


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

Staples, Inc.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

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


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

Stryker Corp.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Brown              For       For        Management
1.2   Elect Director Howard E. Cox. Jr.         For       For        Management
1.3   Elect Director Donald M. Engelman         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 8, 2009    Meeting Type: Annual
Record Date:  FEB 6, 2009

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


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

Texas Instruments, Inc.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 16, 2009   Meeting Type: Annual
Record Date:  FEB 17, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director J. R. Adams                For       For        Management
2     Elect Director D.L. Boren                 For       For        Management
3     Elect Director D. A. Carp                 For       For        Management
4     Elect Director C.S. Cox                   For       For        Management
5     Elect Director D.R. Goode                 For       For        Management
6     Elect Director S.P. MacMillan             For       For        Management
7     Elect Director P.H. Patsley               For       For        Management
8     Elect Director W.R. Sanders               For       For        Management
9     Elect Director R.J. Simmons               For       For        Management
10    Elect Director R.K. Templeton             For       For        Management
11    Elect Director C.T. Whitman               For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
15    Require Independent Board Chairman        Against   For        Shareholder


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

The Charles Schwab Corp.

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Nancy H. Bechtle           For       For        Management
1.2   Elect Director Walter W. Bettinger II     For       For        Management
1.3   Elect Director C. Preston Butcher         For       For        Management
2     Report on Political Contributions         Against   For        Shareholder
3     Adopt a Policy in which the Company will  Against   For        Shareholder
      not Make or Promise to Make Any Death
      Benefit Payments to Senior Executives
4     Amend Corporate Executive Bonus Plan      Against   For        Shareholder


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

The Goldman Sachs Group, Inc.

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

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


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

The McGraw-Hill Companies, Inc.

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sir Michael Rake           For       For        Management
1.2   Elect Director Kurt L. Schmoke            For       For        Management
1.3   Elect Director Sidney Taurel              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Reduce Supermajority Vote Requirement     Against   For        Shareholder
6     Report on Political Contributions         Against   For        Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Require Independent Board Chairman        Against   For        Shareholder


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

The Walt Disney Company

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 10, 2009   Meeting Type: Annual
Record Date:  JAN 9, 2009

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


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

Thermo Fisher Scientific Inc.

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

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


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

Transocean Inc.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: DEC 8, 2008    Meeting Type: Special
Record Date:  OCT 27, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE MERGER TRANSACTION TO BE  For       For        Management
      EFFECTED BY THE SCHEMES OF ARRANGEMENT,
      ATTACHED TO THE ACCOMPANYING PROXY
      STATEMENT AS ANNEX B.
2     APPROVAL OF THE MOTION TO ADJOURN THE     For       For        Management
      MEETING TO A LATER DATE TO SOLICIT
      ADDITIONAL PROXIES IF THERE ARE
      INSUFFICIENT VOTES AT THE TIME OF THE
      MEETING TO APPROVE THE MERGER
      TRANSACTION.


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

Transocean Ltd.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

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


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

United Technologies Corp.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  FEB 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Carlos M. Gutierrez        For       For        Management
1.7   Elect Director Edward A. Kangas           For       For        Management
1.8   Elect Director Charles R. Lee             For       For        Management
1.9   Elect Director Richard D. McCormick       For       For        Management
1.10  Elect Director Harold McGraw III          For       For        Management
1.11  Elect Director Richard B. Myers           For       For        Management
1.12  Elect Director H. Patrick Swygert         For       For        Management
1.13  Elect Director Andre Villeneuve           For       For        Management
1.14  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Foreign Military Sales Offsets  Against   Abstain    Shareholder


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

Vertex Pharmaceuticals Inc.

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger W. Brimblecombe      For       For        Management
1.2   Elect Director Bruce I. Sachs             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Visa Inc.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hani Al-Qadi               For       Against    Management
1.2   Elect Director Charles T. Doyle           For       For        Management
1.3   Elect Director Peter Hawkins              For       For        Management
1.4   Elect Director David I. McKay             For       For        Management
1.5   Elect Director Charles W. Scharf          For       For        Management
1.6   Elect Director Segismundo Schulin-Zeuthen For       For        Management

2.1   Elect Director Thomas J. Campbell         For       For        Management
2.2   Elect Director Gary P. Coughlan           For       For        Management
2.3   Elect Director Mary B. Cranston           For       For        Management
2.4   Elect Director Francisco Javier           For       For        Management
      Fernandez-Carbajal
2.5   Elect Director Suzanne Nora Johnson       For       For        Management
2.6   Elect Director Joseph. W. Saunders        For       For        Management
3     Ratify Auditors                           For       For        Management


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

Visa Inc.

Ticker:       V              Security ID:  92826C839
Meeting Date: DEC 16, 2008   Meeting Type: Special
Record Date:  NOV 12, 2008

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Certificate of Incorporation        For       For        Management


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

Visa Inc.

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

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


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

Wal-Mart Stores, Inc.

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

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


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

XTO Energy Inc

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

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


                            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:          John V. Murphy*
             ---------------
             John V. Murphy,
             President and Principal Executive Officer

Date:        August 20, 2009

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