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- 3081

Dreyfus Appreciation Fund, Inc.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

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

(Name and address of agent for service)

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

Date of fiscal year end: 12/31

Date of reporting period: July 1, 2009-June 30, 2010

Item 1. Proxy Voting Record

==================== Dreyfus Appreciation Fund, Inc. ========================

ABBOTT LABORATORIES

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

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

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ALTRIA GROUP, INC.

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

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

14	Adopt Human Rights Protocols for	Against	Against	Shareholder
	Company and Suppliers

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APPLE INC.
Ticker:		AAPL	Security ID:	037833100
Meeting Date: FEB 25, 2010			Meeting Type: Annual
Record Date: DEC 28, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William V. Campbell			For	For	Management
1.2	Elect Director Millard S. Drexler			For	For	Management
1.3	Elect Director Albert A. Gore, Jr.			For	For	Management
1.4	Elect Director Steven P. Jobs			For	For	Management
1.5	Elect Director Andrea Jung			For	For	Management
1.6	Elect Director Arthur D. Levinson			For	For	Management
1.7	Elect Director Jerome B. York			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Amend Non-Employee Director Omnibus			For	For	Management
	Stock Plan
4	Advisory Vote to Ratify Named Executive			For	For	Management
	Officers' Compensation
5	Ratify Auditors			For	For	Management
6	Prepare Sustainability Report			Against	Against	Shareholder
7	Establish Other Board Committee			Against	Against	Shareholder

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AUTOMATIC DATA PROCESSING, INC.
Ticker:		ADP	Security ID:	053015103
Meeting Date: NOV 10, 2009			Meeting Type: Annual
Record Date: SEP 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregory D. Brenneman			For	For	Management
1.2	Elect Director Leslie A. Brun			For	For	Management
1.3	Elect Director Gary C. Butler			For	For	Management
1.4	Elect Director Leon G. Cooperman			For	For	Management
1.5	Elect Director Eric C. Fast			For	For	Management
1.6	Elect Director Linda R. Gooden			For	For	Management
1.7	Elect Director R. Glenn Hubbard			For	For	Management
1.8	Elect Director John P. Jones			For	For	Management
1.9	Elect Director Charles H. Noski			For	For	Management
1.10	Elect Director Sharon T. Rowlands			For	For	Management
1.11	Elect Director Gregory L. Summe			For	For	Management
2	Ratify Auditors			For	For	Management

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BANK OF AMERICA CORP.
Ticker:		BAC	Security ID:	060505104
Meeting Date: FEB 23, 2010			Meeting Type: Special
Record Date: JAN 7, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Increase Authorized Common Stock			For	For	Management
2	Adjourn Meeting			For	For	Management

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BANK OF AMERICA CORPORATION
Ticker:		BAC	Security ID:	060505104
Meeting Date: APR 28, 2010			Meeting Type: Annual
Record Date: MAR 3, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Susan S. Bies			For	For	Management
2	Elect Director William P. Boardman			For	Against	Management
3	Elect Director Frank P. Bramble, Sr.			For	For	Management
4	Elect Director Virgis W. Colbert			For	For	Management
5	Elect Director Charles K. Gifford			For	For	Management
6	Elect Director Charles O. Holliday, Jr.			For	For	Management
7	Elect Director D. Paul Jones, Jr.			For	For	Management
8	Elect Director Monica C. Lozano			For	For	Management
9	Elect Director Thomas J. May			For	For	Management
10	Elect Director Brian T. Moynihan			For	For	Management
11	Elect Director Donald E. Powell			For	Against	Management
12	Elect Director Charles O. Rossotti			For	Against	Management
13	Elect Director Robert W. Scully			For	Against	Management
14	Ratify Auditors			For	For	Management
15	Increase Authorized Common Stock			For	For	Management
16	Advisory Vote to Ratify Named Executive			For	Against	Management
	Officers' Compensation
17	Amend Omnibus Stock Plan			For	Against	Management
18	Report on Government Service of			Against	Against	Shareholder
	Employees
19	TARP Related Compensation			Against	For	Shareholder
20	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
21	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation
22	Adopt Policy on Succession Planning			Against	Against	Shareholder
23	Report on Collateral in Derivatives			Against	Against	Shareholder
	Trading
24	Claw-back of Payments under			Against	Against	Shareholder
	Restatements

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BECTON, DICKINSON AND COMPANY
Ticker:		BDX	Security ID: 075887109
Meeting Date: FEB 2, 2010			Meeting Type: Annual
Record Date: DEC 11, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Henry P. Becton, Jr.			For	For	Management
1.2	Elect Director Edward F. Degraan			For	For	Management
1.3	Elect Director Claire M. Fraser-liggett			For	For	Management
1.4	Elect Director Edward J. Ludwig			For	For	Management
1.5	Elect Director Adel A.F. Mahmoud			For	For	Management
1.6	Elect Director James F. Orr			For	For	Management
1.7	Elect Director Willard J. Overlock, Jr.			For	For	Management
1.8	Elect Director Bertram L. Scott			For	For	Management
2	Ratify Auditors			For	For	Management
3	Company-Specific--Approval Of A By-law			For	For	Management
	Amendment Regarding Special
	Shareholdermeetings
4	Amend Omnibus Stock Plan			For	For	Management
5	Approve Executive Incentive Bonus Plan			For	For	Management
6	Require a Majority Vote for the			Against	For	Shareholder
	Election of Directors
7	Provide for Cumulative Voting			Against	Against	Shareholder

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BERKSHIRE HATHAWAY INC.
Ticker:		BRK.A	Security ID: 084670108
Meeting Date: JAN 20, 2010			Meeting Type: Special
Record Date: NOV 30, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Stock Split			For	For	Management
2	Approve Split of Class B Stock Without			For	For	Management
	Splitting Class A Stock
3	Adjust Par Value of Common Stock			For	For	Management
4	Increase Authorized Common Stock			For	For	Management
5	Remove Requirement of Issuing Physical			For	For	Management
	Stock Certificates for Class B Stock
	Upon Conversion of Class A Stock

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BERKSHIRE HATHAWAY INC.
Ticker:	BRK.B	Security ID: 084670108
Meeting Date: MAY 1, 2010		Meeting Type: Annual
Record Date: MAR 3, 2010

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Warren E. Buffett	For	For	Management
1.2	Elect Director Charles T. Munger	For	For	Management
1.3	Elect Director Howard G. Buffett	For	For	Management
1.4	Elect director Stephen Burke	For	For	Management
1.5	Elect Director Susan L. Decker	For	For	Management
1.6	Elect Director William H. Gates III	For	For	Management
1.7	Elect Director David S. Gottesman	For	For	Management
1.8	Elect Director Charlotte Guyman	For	For	Management
1.9	Elect Director Donald R. Keough	For	For	Management
1.10	Elect Director Thomas S. Murphy	For	For	Management
1.11	Elect Director Ronald L. Olson	For	For	Management
1.12	Elect Director Walter Scott, Jr.	For	For	Management

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CATERPILLAR INC.
Ticker:		CAT	Security ID:	149123101
Meeting Date: JUN 9, 2010			Meeting Type: Annual
Record Date: APR 12, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John T. Dillon			For	For	Management
1.2	Elect Director Juan Gallardo			For	For	Management
1.3	Elect Director William A. Osborn			For	For	Management
1.4	Elect Director Edward B. Rust, Jr.			For	For	Management
1.5	Elect Director Susan C. Schwab			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	Against	Management
4	Declassify the Board of Directors			For	For	Management
5	Reduce Supermajority Vote Requirement			For	For	Management
6	Require Independent Board Chairman			Against	Against	Shareholder
7	Amend Human Rights Policy			Against	Against	Shareholder
8	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings

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CHEVRON CORPORATION
Ticker:		CVX	Security ID:	166764100
Meeting Date: MAY 26, 2010			Meeting Type: Annual
Record Date: APR 1, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director S.H. Armacost			For	For	Management
2	Elect Director L.F. Deily			For	For	Management
3	Elect Director R.E. Denham			For	For	Management
4	Elect Director R.J. Eaton			For	For	Management
5	Elect Director C. Hagel			For	For	Management
6	Elect Director E. Hernandez			For	For	Management

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

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CHRISTIAN DIOR
Ticker:		CDI	Security ID: F26334106
Meeting Date: APR 15, 2010			Meeting Type: Annual/Special
Record Date: APR 12, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Financial Statements and			For	For	Management
	Statutory Reports
2	Accept Consolidated Financial			For	For	Management
	Statements and Statutory Reports
3	Approve Auditors' Special Report			For	For	Management
	Regarding Related-Party Transactions
4	Approve Allocation of Income and			For	For	Management
	Dividends of EUR 1.22 per Share
5	Reelect Renaud Donnedieu de Vabres as			For	For	Management
	Director
6	Reelect Eric Guerlain as Director			For	Against	Management
7	Reelect Christian de Labriffe as			For	Against	Management
	Director
8	Elect Segolene Gallienne as Director			For	Against	Management
9	Authorize Repurchase of Up to 10			For	For	Management
	Percent of Issued Share Capital
10	Approve Reduction in Share Capital via			For	For	Management
	Cancellation of Repurchased Shares

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CISCO SYSTEMS, INC.
Ticker:		CSCO	Security ID: 17275R102
Meeting Date: NOV 12, 2009			Meeting Type: Annual
Record Date: SEP 14, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Carol A. Bartz			For	For	Management
2	Elect Director M. Michele Burns			For	For	Management
3	Elect Director Michael D. Capellas			For	For	Management
4	Elect Director Larry R. Carter			For	For	Management
5	Elect Director John T. Chambers			For	For	Management
6	Elect Director Brian L. Halla			For	For	Management
7	Elect Director John L. Hennessy			For	For	Management
8	Elect Director Richard M. Kovacevich			For	For	Management
9	Elect Director Roderick C. McGeary			For	For	Management
10	Elect Director Michael K. Powell			For	For	Management
11	Elect Director Arun Sarin			For	For	Management
12	Elect Director Steven M. West			For	For	Management
13	Elect Director Jerry Yang			For	For	Management
14	Amend Omnibus Stock Plan			For	Against	Management
15	Amend Qualified Employee Stock Purchase			For	For	Management
	Plan
16	Ratify Auditors			For	For	Management
17	Amend Bylaws to Establish a Board			Against	Against	Shareholder
	Committee on Human Rights
18	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation
19	Report on Internet Fragmentation			Against	Against	Shareholder

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COCA-COLA COMPANY, THE
Ticker:		KO	Security ID:	191216100
Meeting Date: APR 21, 2010			Meeting Type: Annual
Record Date: FEB 22, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Herbert A. Allen			For	For	Management
2	Elect Director Ronald W. Allen			For	For	Management
3	Elect Director Cathleen P. Black			For	For	Management
4	Elect Director Barry Diller			For	For	Management
5	Elect Director Alexis M. Herman			For	For	Management
6	Elect Director Muhtar Kent			For	For	Management
7	Elect Director Donald R. Keough			For	For	Management
8	Elect Director Maria Elena Lagomasino			For	For	Management
9	Elect Director Donald F. McHenry			For	For	Management
10	Elect Director Sam Nunn			For	For	Management
11	Elect Director James D. Robinson III			For	For	Management
12	Elect Director Peter V. Ueberroth			For	For	Management
13	Elect Director Jacob Wallenberg			For	Against	Management
14	Elect Director James B. Williams			For	For	Management

15	Ratify Auditors	For	For	Management
16	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
17	Require Independent Board Chairman	Against	Against	Shareholder
18	Performance-Based Equity Awards	Against	Against	Shareholder
19	Publish Report on Chemical Bisphenol A	Against	Against	Shareholder
	(BPA)

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CONOCOPHILLIPS
Ticker:		COP	Security ID: 20825C104
Meeting Date: MAY 12, 2010			Meeting Type: Annual
Record Date: MAR 15, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard L. Armitage			For	For	Management
1.2	Elect Director Richard H. Auchinleck			For	For	Management
1.3	Elect Director James E. Copeland, Jr.			For	For	Management
1.4	Elect Director Kenneth M. Duberstein			For	For	Management
1.5	Elect Director Ruth R. Harkin			For	For	Management
1.6	Elect Director Harold W. Mcgraw III			For	For	Management
1.7	Elect Director James J. Mulva			For	For	Management
1.8	Elect Director Robert A. Niblock			For	For	Management
1.9	Elect Director Harald J. Norvik			For	For	Management
1.10	Elect Director William K. Reilly			For	For	Management
1.11	Elect Director Bobby S. Shackouls			For	For	Management
1.12	Elect Director Victoria J. Tschinkel			For	For	Management
1.13	Elect Director Kathryn C. Turner			For	For	Management
1.14	Elect Director William E. Wade, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management
3	Report on Board Risk Management			Against	Against	Shareholder
	Oversight
4	Adopt Quantitative GHG Goals for			Against	Against	Shareholder
	Products and Operations
5	Report on Environmental Impact of Oil			Against	Against	Shareholder
	Sands Operations in Canada
6	Adopt Policy to Address Coastal			Against	Against	Shareholder
	Louisiana Environmental Impacts
7	Report on Financial Risks of Climate			Against	Against	Shareholder
	Change
8	Adopt Goals to Reduce Emission of TRI			Against	Against	Shareholder
	Chemicals
9	Amend EEO Policy to Prohibit			Against	Against	Shareholder
	Discrimination Based on Sexual
	Orientation and Gender Identity
10	Report on Political Contributions			Against	Against	Shareholder

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DREYFUS INSTITUTIONAL PREFERED MONEY MARKET FUNDS

Ticker: Security ID: 26200T208
Meeting Date: DEC 28, 2009 Meeting Type: Special
Record Date: SEP 4, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Change of Fundamental	For	For	Management
	Investment Policy - Lending

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ESTEE LAUDER COMPANIES INC., THE
Ticker:		EL	Security ID:	518439104
Meeting Date: NOV 13, 2009			Meeting Type: Annual
Record Date: SEP 16, 2009
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Rose Marie Bravo				For	For	Management
1.2	Elect Director Paul J. Fribourg				For	For	Management
1.3	Elect Director Mellody Hobson				For	For	Management
1.4	Elect Director Irvine O. Hockaday, Jr.				For	For	Management
1.5	Elect Director Barry S. Sternlicht				For	For	Management
2	Ratify Auditors				For	For	Management

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EXXON MOBIL CORPORATION
Ticker:		XOM	Security ID: 30231G102
Meeting Date: MAY 26, 2010			Meeting Type: Annual
Record Date: APR 6, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M.J. Boskin			For	For	Management
1.2	Elect Director P. Brabeck-Letmathe			For	For	Management
1.3	Elect Director L.R. Faulkner			For	For	Management
1.4	Elect Director J.S. Fishman			For	For	Management
1.5	Elect Director K.C. Frazier			For	For	Management
1.6	Elect Director W.W. George			For	For	Management
1.7	Elect Director M.C. Nelson			For	For	Management
1.8	Elect Director S.J. Palmisano			For	For	Management
1.9	Elect Director S.C. Reinemund			For	For	Management
1.10	Elect Director R.W. Tillerson			For	For	Management
1.11	Elect Director E.E. Whitacre, Jr.			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
4	Reincorporate in Another State [from			Against	Against	Shareholder
	New Jersey to North Dakota]
5	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation

6	Amend EEO Policy to Prohibit	Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity
7	Adopt Policy on Human Right to Water	Against	Against	Shareholder
8	Adopt Policy to Address Coastal	Against	Against	Shareholder
	Louisiana Environmental Impacts
9	Report on Environmental Impact of Oil	Against	Against	Shareholder
	Sands Operations in Canada
10	Report on Environmental Impacts of	Against	Against	Shareholder
	Natural Gas Fracturing
11	Report on Energy Technologies	Against	Against	Shareholder
	Development
12	Adopt Quantitative GHG Goals from	Against	Against	Shareholder
	Products and Operations
13	Report on Risks of Alternative	Against	Against	Shareholder
	Long-term Fossil Fuel Demand Estimates

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FOMENTO ECONOMICO MEXICANO S.A.B. DE C.V. (FEMSA)
Ticker:		FEMSAUBD	Security ID: 344419106
Meeting Date: APR 26, 2010			Meeting Type: Annual
Record Date: MAR 22, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Proposal to Exchange 100			For	For	Management
	Percent of Shares from the Beer
	Operations of the Company and/or its
	Subsidiaries for a Share Participation
	in Heineken Holdings N.V. and Heineken
	N.V.
2	Accept Report of Board of Directors on			For	For	Management
	Financial Statements and Statutory
	Reports for Fiscal Year 2009, Receive
	CEO's Report and Audit and Corporate
	Practices Committees Chairmen Report
3	Approve Tax Report on Fiscal			For	For	Management
	Obligations
4	Approve Allocation of Income and			For	For	Management
	Distribution of Dividends of MXN 0.13
	per Series B Shares; MXN 0.16 per
	Series D Shares; Corresponding to a
	Total of MXN 0.65 per B Unit and MXN
	0.78 per BD Unit
5	Set Aggregate Nominal Share Repurchase			For	For	Management
	Reserve to a Maximum Amount of up to
	MXN 3 Billion
6	Elect Directors and Secretaries, Verify			For	For	Management
	Independence of Directors, and Approve
	their Remuneration
7	Elect Members and Chairmen of Finance			For	For	Management
	and Planning Committee, Audit Committee

	and Corporate Practices Committee;
	Approve Their Remuneration
8	Designate Inspector or Shareholder	For	For	Management
	Representative(s) of Minutes of Meeting
9	Approve Minutes of Meeting	For	For	Management

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FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:		FCX	Security ID:	35671D857
Meeting Date: JUN 9, 2010			Meeting Type: Annual
Record Date: APR 13, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard C. Adkerson			For	For	Management
1.2	Elect Director Robert J. Allison, Jr.			For	For	Management
1.3	Elect Director Robert A. Day			For	For	Management
1.4	Elect Director Gerald J. Ford			For	For	Management
1.5	Elect Director H. Devon Graham, Jr.			For	For	Management
1.6	Elect Director Charles C. Krulak			For	For	Management
1.7	Elect Director Bobby Lee Lackey			For	For	Management
1.8	Elect Director Jon C. Madonna			For	For	Management
1.9	Elect Director Dustan E. McCoy			For	For	Management
1.10	Elect Director James R. Moffett			For	For	Management
1.11	Elect Director B.M. Rankin, Jr.			For	For	Management
1.12	Elect Director Stephen H. Siegele			For	For	Management
2	Ratify Auditors			For	For	Management
3	Amend Omnibus Stock Plan			For	Against	Management
4	Request Director Nominee with			Against	Against	Shareholder
	Environmental Qualifications
5	Stock Retention/Holding Period			Against	Against	Shareholder

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GENERAL DYNAMICS CORPORATION
Ticker:		GD	Security ID:	369550108
Meeting Date: MAY 5, 2010			Meeting Type: Annual
Record Date: MAR 8, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Nicholas D. Chabraja			For	For	Management
2	Elect Director James S. Crown			For	For	Management
3	Elect Director William P. Fricks			For	For	Management
4	Elect Director Jay L. Johnson			For	For	Management
5	Elect Director George A. Joulwan			For	For	Management
6	Elect Director Paul G. Kaminski			For	For	Management
7	Elect Director John M. Keane			For	For	Management
8	Elect Director Lester L. Lyles			For	For	Management
9	Elect Director William A. Osborn			For	For	Management
10	Elect Director Robert Walmsley			For	For	Management

11	Ratify Auditors	For	For	Management
12	Report on Space-based Weapons Program	Against	Against	Shareholder

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GENERAL ELECTRIC COMPANY
Ticker:		GE	Security ID:	369604103
Meeting Date: APR 28, 2010			Meeting Type: Annual
Record Date: MAR 1, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director W. Geoffrey Beattie			For	For	Management
2	Elect Director James I. Cash, Jr.			For	For	Management
3	Elect Director William M. Castell			For	For	Management
4	Elect Director Ann M. Fudge			For	For	Management
5	Elect Director Susan Hockfield			For	For	Management
6	Elect Director Jeffrey R. Immelt			For	For	Management
7	Elect Director Andrea Jung			For	For	Management
8	Elect Director Alan G. (A.G.) Lafley			For	For	Management
9	Elect Director Robert W. Lane			For	For	Management
10	Elect Director Ralph S. Larsen			For	For	Management
11	Elect Director Rochelle B. Lazarus			For	For	Management
12	Elect Director James J. Mulva			For	For	Management
13	Elect Director Sam Nunn			For	For	Management
14	Elect Director Roger S. Penske			For	For	Management
15	Elect Director Robert J. Swieringa			For	For	Management
16	Elect Director Douglas A. Warner III			For	For	Management
17	Ratify Auditors			For	For	Management
18	Provide for Cumulative Voting			Against	Against	Shareholder
19	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
20	Require Independent Board Chairman			Against	Against	Shareholder
21	Report on Pay Disparity			Against	Against	Shareholder
22	Adopt Policy Prohibiting Certain			Against	Against	Shareholder
	Directors from Serving on Key Board
	Committees
23	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation

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

HALLIBURTON COMPANY
Ticker:		HAL	Security ID:	406216101
Meeting Date: MAY 19, 2010			Meeting Type: Annual
Record Date:		MAR 22, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director A.M. Bennett			For	For	Management
2	Elect Director J.R. Boyd			For	For	Management
3	Elect Director M. Carroll			For	For	Management

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

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

HSBC HOLDINGS PLC
Ticker:			HSBA	Security ID: 404280406
Meeting Date: MAY 28, 2010				Meeting Type: Annual
Record Date: MAR 30, 2010
#		Proposal			Mgt Rec	Vote Cast	Sponsor
1		Accept Financial Statements and			For	For	Management
		Statutory Reports
2		Approve Remuneration Report			For	For	Management
3	a	Re-elect Rona Fairhead as Director			For	For	Management
3	b	Re-elect Michael Geoghegan as Director			For	For	Management
3	c	Re-elect Stephen Green as Director			For	For	Management
3	d	Re-elect Gwyn Morgan as Director			For	For	Management
3	e	Re-elect Nagavara Murthy as Director			For	For	Management
3	f	Re-elect Simon Robertson as Director			For	For	Management
3	g	Re-elect John Thornton as Director			For	For	Management
3	h	Re-elect Sir Brian Williamson as			For	For	Management
		Director
4		Reappoint KPMG Audit plc as Auditors			For	For	Management
		and Authorise Their Remuneration
5		Authorise Issue of Equity with			For	For	Management
		Pre-emptive Rights
6		Authorise Issue of Equity without			For	For	Management
		Pre-emptive Rights
7		Amend Articles of Association			For	For	Management
8		Approve UK Share Incentive Plan			For	For	Management
9		Authorise the Company to Call EGM with			For	For	Management
		Two Weeks' Notice

--------------------------------------------------------------------------------
INTEL CORPORATION
Ticker:	INTC	Security ID: 458140100

Meeting Date: MAY 19, 2010 Meeting Type: Annual
Record Date: MAR 22, 2010

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

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

INTUITIVE SURGICAL, INC.

Ticker: ISRG Security ID: 46120E602
Meeting Date: APR 21, 2010 Meeting Type: Annual
Record Date: FEB 22, 2010

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan J. Levy	For	For	Management
1.2	Elect Director Eric H. Halvorson	For	For	Management
1.3	Elect Director Amal M. Johnson	For	For	Management
2	Approve Stock Option Plan	For	For	Management

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

JOHNSON & JOHNSON

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Mary Sue Coleman	For	For	Management
2	Elect Director James G. Culien	For	For	Management
3	Elect Director Michael M. E. Johns	For	For	Management
4	Elect Director Susan L. Lindquist	For	For	Management
5	Elect Director Anne M. Mulcahy	For	For	Management
6	Elect Director Lea F. Mullin	For	For	Management
7	Elect Director William D. Perez	For	For	Management
8	Elect Director Charles Prince	For	For	Management
9	Elect Director David Satcher	For	For	Management
10	Elect Director William C. Welcon	For	For	Management
11	Ratify Auditors	For	For	Management

12	Advisory Vote to Ratify Named Executive	Against	For	Shareholder
	Officers' Compensation
13	Amend Articles/Bylaws/Charter -- Call	Against	Against	Shareholder
	Special Meetings

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

JPMORGAN CHASE & CO.

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

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

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

KRAFT FOODS INC

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Ajaypal S. Banga	For	For	Management
2	Elect Director Myra M. Hart	For	For	Management
3	Elect Director Lois D. Juliber	For	For	Management
4	Elect Director Mark D. Ketchum	For	For	Management
5	Elect Director Richard A. Lerner	For	For	Management
6	Elect Director Mackey J. McDonald	For	For	Management

7	Elect Director John C. Pope	For	For	Management
8	Elect Director Fredric G. Reynolds	For	For	Management
9	Elect Director Irene B. Rosenfeld	For	For	Management
10	Elect Director J.F. Van Boxmeer	For	For	Management
11	Elect Director Deborah C. Wright	For	For	Management
12	Elect Director Frank G. Zarb	For	For	Management
13	Ratify Auditors	For	For	Management
14	Provide Right to Act by Written Consent	Against	For	Shareholder

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

MCDERMOTT INTERNATIONAL, INC.
Ticker:		MDR	Security ID:	580037109
Meeting Date: MAY 7, 2010			Meeting Type: Annual
Record Date: MAR 8, 2010
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1.1	Elect John F. Bookout, III as Director				For	For	Management
1.2	Elect Roger A. Brown as Director				For	For	Management
1.3	Elect Ronald C. Cambre as Director				For	For	Management
1.4	Elect John A. Fees as Director				For	For	Management
1.5	Elect Robert W. Goldman as Director				For	For	Management
1.6	Elect Stephen G. Hanks as Director				For	For	Management
1.7	Elect Oliver D. Kingsley, Jr. as				For	For	Management
	Director
1.8	Elect D. Bradley McWilliams as Director				For	For	Management
1.9	Elect Richard W. Mies as Director				For	For	Management
1.10	Elect Thomas C. Schievelbein as				For	For	Management
	Director
1.11	Elect David A. Trice as Director				For	For	Management
2	Ratify Deloitte & Touche LLP as				For	For	Management
	Auditors

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

MCDONALD'S CORPORATION
Ticker:		MCD	Security ID:	580135101
Meeting Date: MAY 20, 2010			Meeting Type: Annual
Record Date: MAR 23, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Walter E. Massey			For	For	Management
2	Elect Director John W. Rogers, Jr.			For	For	Management
3	Elect Director Roger W. Stone			For	For	Management
4	Elect Director Miles D. White			For	For	Management
5	Ratify Auditors			For	For	Management
6	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation
7	Reduce Supermajority Vote Requirement			Against	For	Shareholder
8	Require Suppliers to Adopt CAK			Against	Against	Shareholder

9  Adopt Cage-Free Eggs Purchasing Policy  Against  Against  Shareholder 

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

MCGRAW-HILL COMPANIES, INC., THE

Ticker:		MHP	Security ID:	580645109
Meeting Date: APR 28, 2010			Meeting Type: Annual
Record Date: MAR 8, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Pedro Aspe			For	For	Management
1.2	Elect Director Robert P. McGraw			For	For	Management
1.3	Elect Director Hilda Ochoa-Brillembourg			For	For	Management
1.4	Elect Director Edward B. Rust, Jr.			For	For	Management
2	Declassify the Board of Directors			For	For	Management
3	Reduce Supermajority Vote Requirement			For	For	Management
	Related to the Classified Board
4	Reduce Supermajority Vote Requirement			For	For	Management
	Relating to Business Combinations
5	Reduce Supermajority Vote Requirement			For	For	Management
	Regarding the Sale, Lease, Exchange of
	the Company's Assets
6	Reduce Supermajority Vote Requirement			For	For	Management
	Regarding the Plan for Exchanging
	Shares
7	Reduce Supermajority Vote Requirement			For	For	Management
	Regarding Authorization of Dissolution
8	Rescind Fair Price Provision			For	For	Management
9	Amend Omnibus Stock Plan			For	For	Management
10	Ratify Auditors			For	For	Management
11	Amend Articles/Bylaws/Charter -- Call			Against	For	Shareholder
	Special Meetings
12	Provide Right to Act by Written Consent Against				For	Shareholder

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

MEDTRONIC, INC.
Ticker:		MDT	Security ID:	585055106
Meeting Date: AUG 27, 2009			Meeting Type: Annual
Record Date: JUN 29, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard H. Anderson			For	For	Management
1.2	Elect Director Victor J. Dzau			For	For	Management
1.3	Elect Director William A. Hawkins			For	For	Management
1.4	Elect Director S. Ann Jackson			For	For	Management
1.5	Elect Director Denise M. O'Leary			For	For	Management
1.6	Elect Director Robert C. Pozen			For	For	Management
1.7	Elect Director Jean-pierre Rosso			For	For	Management
1.8	Elect Director Jack W. Schuler			For	For	Management

	2	Ratify Auditors	For	For	Management
	3	Amend Qualified Employee Stock Purchase	For	For	Management
		Plan
	4	Amend Omnibus Stock Plan	For	For	Management
-	-------------------------------------------------------------------------------

MERCK & CO., INC.
Ticker:		MRK	Security ID: 589331107
Meeting Date: AUG 7, 2009			Meeting Type: Special
Record Date: JUN 22, 2009
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Acquisition		For	For	Management

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

MERCK & CO., INC.
Ticker:		MRK	Security ID: 58933Y105
Meeting Date: MAY 25, 2010			Meeting Type: Annual
Record Date: MAR 26, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Leslie A. Brun			For	For	Management
2	Elect Director Thomas R. Cech			For	For	Management
3	Elect Director Richard T. Clark			For	For	Management
4	Elect Director Thomas H. Glocer			For	For	Management
5	Elect Director Steven F. Goldstone			For	For	Management
6	Elect Director William B. Harrison, Jr.			For	For	Management
7	Elect Director Harry R. Jacobson			For	For	Management
8	Elect Director William N. Kelley			For	For	Management
9	Elect Director C. Robert Kidder			For	For	Management
10	Elect Director Rochelle B. Lazarus			For	For	Management
11	Elect Director Carlos E. Represas			For	For	Management
12	Elect Director Patricia F. Russo			For	For	Management
13	Elect Director Thomas E. Shenk			For	For	Management
14	Elect Director Anne M. Tatlock			For	For	Management
15	Elect Director Craig B. Thompson			For	For	Management
16	Elect Director Wendell P. Weeks			For	For	Management
17	Elect Director Peter C. Wendell			For	For	Management
18	Ratify Auditors			For	For	Management
19	Approve Omnibus Stock Plan			For	Against	Management
20	Approve Non-Employee Director Omnibus			For	For	Management
	Stock Plan

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

MICROSOFT CORPORATION

Ticker:		MSFT	Security ID:	594918104
Meeting Date: NOV 19, 2009			Meeting Type: Annual
Record Date: SEP 4, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director William H. Gates, III			For	For	Management
2	Elect Director Steven A. Ballmer			For	For	Management
3	Elect Director Dina Dublon			For	For	Management
4	Elect Director Raymond V. Gilmartin			For	For	Management
5	Elect Director Reed Hastings			For	For	Management
6	Elect Director Maria Klawe			For	For	Management
7	Elect Director David F. Marquardt			For	For	Management
8	Elect Director Charles H. Noski			For	For	Management
9	Elect Director Helmut Panke			For	For	Management
10	Ratify Auditors			For	For	Management
11	Permit Right to Call Special Meeting			For	For	Management
12	Advisory Vote to Ratify Named Executive			For	For	Management
	Officers' Compensation
13	Adopt Principles for Health Care Reform			Against	Against	Shareholder
14	Report on Charitable Contributions			Against	Against	Shareholder

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

NESTLE SA
Ticker:		NESN	Security ID:	641069406
Meeting Date: APR 15, 2010			Meeting Type: Annual
Record Date:
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Accept Financial Statements and			For	For	Management
	Statutory Reports
1.2	Approve Remuneration Report			For	For	Management
2	Approve Discharge of Board and Senior			For	For	Management
	Management
3	Approve Allocation of Income and			For	For	Management
	Dividends of CHF 1.60 per Share
4.1.1 Reelect Andre Kudelski as Director				For	For	Management
4.1.2 Reelect Jean-Rene Fourtou as Director				For	For	Management
4.1.3 Reelect Steven Hoch as Director				For	For	Management
4.1.4 Reelect Peter Brabeck-Letmathe as				For	For	Management
	Director
4.2.1 Elect Titia de Lange as Director				For	For	Management
4.2.2 Elect Jean-Pierre Roth as Director				For	For	Management
4.3	Ratify KPMG AG as Auditors			For	For	Management
5	Approve CHF 18.5 Million Reduction in			For	For	Management
	Share Capital via Cancellation of
	Repurchased Shares
6	Amend Articles Re: Share Certificates			For	For	Management
	due to New Swiss Federal Act on
	Intermediated Securities
7	Mark the box at the right if you wish			None	Against	Management
	to give a Proxy to the independent

representative, Mr. Jean-Ludovic
Hartmann

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

NEWS CORPORATION
Ticker:		NWSA	Security ID: 65248E203
Meeting Date: OCT 16, 2009			Meeting Type: Annual
Record Date: AUG 17, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jose Maria Aznar			For	For	Management
1.2	Elect Director Natalie Bancroft			For	For	Management
1.3	Elect Director Peter L. Barnes			For	For	Management
1.4	Elect Director Chase Carey			For	For	Management
1.5	Elect Director Kenneth E. Cowley			For	For	Management
1.6	Elect Director David F. DeVoe			For	For	Management
1.7	Elect Director Viet Dinh			For	Abstain	Management
1.8	Elect Director Sir Roderick I.			For	Abstain	Management
	Eddington
1.9	Elect Director Mark Hurd			For	For	Management
1.10	Elect Director Andrew S.B. Knight			For	Abstain	Management
1.11	Elect Director James R. Murdoch			For	For	Management
1.12	Elect Director K. Rupert Murdoch			For	For	Management
1.13	Elect Director Lachlan K. Murdoch			For	For	Management
1.14	Elect Director Thomas J. Perkins			For	Abstain	Management
1.15	Elect Director Arthur M. Siskind			For	For	Management
1.16	Elect Director John L. Thornton			For	Abstain	Management
2	Ratify Auditors			For	For	Management

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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:		OXY	Security ID:	674599105
Meeting Date: MAY 7, 2010			Meeting Type: Annual
Record Date: MAR 15, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Spencer Abraham			For	Against	Management
2	Elect Director John S. Chalsty			For	Against	Management
3	Elect Director Stephen I. Chazen			For	For	Management
4	Elect Director Edward P. Djerejian			For	Against	Management
5	Elect Director John E. Feick			For	Against	Management
6	Elect Director Carlos M. Gutierrez			For	Against	Management
7	Elect Director Ray R. Irani			For	Against	Management
8	Elect Director Irvin W. Maloney			For	Against	Management
9	Elect Director Avedick B. Poladian			For	Against	Management
10	Elect Director Rodolfo Segovia			For	Against	Management
11	Elect Director Aziz D. Syriani			For	Against	Management
12	Elect Director Rosemary Tomich			For	Against	Management

13	Elect Director Walter L. Weisman	For	Against	Management
14	Ratify Auditors	For	For	Management
15	Amend Omnibus Stock Plan	For	For	Management
16	Advisory Vote to Ratify Named Executive	For	Against	Management
	Officers' Compensation
17	Limit Executive Compensation	Against	Against	Shareholder
18	Require Independent Board Chairman	Against	Against	Shareholder
19	Amend Articles/Bylaws/Charter -- Call	Against	Against	Shareholder
	Special Meetings
20	Report on Host Country Social and	Against	Against	Shareholder
	Environmental Laws
21	Require a Majority Vote for the	Against	For	Shareholder
	Election of Directors
22	Report on Policy for Increasing Safety	Against	Against	Shareholder
	by Reducing Hazardous Substance Usage
	and Re-locating Facilities
23	Double Trigger on Equity Plans	Against	For	Shareholder

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

PEPSICO, INC.
Ticker:		PEP	Security ID:	713448108
Meeting Date: MAY 5, 2010			Meeting Type: Annual
Record Date: MAR 5, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director Shona L. Brown			For	For	Management
2	Elect Director Ian M. Cook			For	For	Management
3	Elect Director Dina Dublon			For	For	Management
4	Elect Director Victor J. Dzau			For	For	Management
5	Elect Director Ray L. Hunt			For	For	Management
6	Elect Director Alberto Ibarguen			For	For	Management
7	Elect Director Arthur C. Martinez			For	Against	Management
8	Elect Director Indra K. Nooyi			For	For	Management
9	Elect Director Sharon P. Rockefeller			For	For	Management
10	Elect Director James J. Schiro			For	For	Management
11	Elect Director Lloyd G. Trotter			For	For	Management
12	Elect Director Daniel Vasella			For	For	Management
13	Ratify Auditors			For	For	Management
14	Amend Omnibus Stock Plan			For	For	Management
15	Report on Charitable Contributions			Against	Against	Shareholder
16	Amend Articles/Bylaws/Charter -- Call			Against	Against	Shareholder
	Special Meetings
17	Report on Public Policy Advocacy			Against	Against	Shareholder
	Process

--------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.
Ticker:	PM	Security ID: 718172109

Meeting Date: MAY 12, 2010 Meeting Type: Annual
Record Date: MAR 16, 2010

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

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

PRAXAIR, INC.

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephen F. Angel	For	For	Management
1.2	Elect Director Nance K. Dicciani	For	For	Management
1.3	Elect Director Edward G. Galante	For	For	Management
1.4	Elect Director Claire W. Gargalli	For	For	Management
1.5	Elect Director Ira D. Hall	For	For	Management
1.6	Elect Director Raymond W. LeBoeuf	For	For	Management
1.7	Elect Director Larry D. Mcvay	For	For	Management
1.8	Elect Director Wayne T. Smith	For	For	Management
1.9	Elect Director Robert L. Wood	For	For	Management
2	Ratify Auditors	For	For	Management

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

PROCTER & GAMBLE COMPANY, THE

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Kenneth I. Chenault	For	For	Management
2	Elect Director Scott D. Cook	For	For	Management
3	Elect Director Rajat K. Gupta	For	For	Management

4	Elect Director A.G. Lafley	For	For	Management
5	Elect Director Charles R. Lee	For	For	Management
6	Elect Director Lynn M. Martin	For	For	Management
7	Elect Director Robert A. McDonald	For	For	Management
8	Elect Director W. James McNerney, Jr.	For	For	Management
9	Elect Director Johnathan A. Rodgers	For	For	Management
10	Elect Director Ralph Snyderman	For	For	Management
11	Elect Director Mary Agnes Wilderotter	For	For	Management
12	Elect Director Patricia A. Woertz	For	For	Management
13	Elect Director Ernesto Zedillo	For	For	Management
14	Ratify Auditors	For	For	Management
15	Amend Code of Regulations	For	For	Management
16	Approve Omnibus Stock Plan	For	Against	Management
17	Provide for Cumulative Voting	Against	Against	Shareholder
18	Advisory Vote to Ratify Named Executive Against		For	Shareholder
	Officers' Compensation

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

QUALCOMM INCORPORATED
Ticker:		QCOM	Security ID:	747525103
Meeting Date: MAR 2, 2010			Meeting Type: Annual
Record Date: JAN 4, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barbara T. Alexander			For	For	Management
1.2	Elect Director Stephen M. Bennett			For	For	Management
1.3	Elect Director Donald G. Cruickshank			For	For	Management
1.4	Elect Director Raymond V. Dittamore			For	For	Management
1.5	Elect Director Thomas W. Horton			For	For	Management
1.6	Elect Director Irwin Mark Jacobs			For	For	Management
1.7	Elect Director Paul E. Jacobs			For	For	Management
1.8	Elect Director Robert E. Kahn			For	For	Management
1.9	Elect Director Sherry Lansing			For	For	Management
1.10	Elect Director Duane A. Nelles			For	For	Management
1.11	Elect Director Brent Scowcroft			For	For	Management
1.12	Elect Director Marc I. Stern			For	For	Management
2	Amend Omnibus Stock Plan			For	For	Management
3	Ratify Auditors			For	For	Management

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

RIO TINTO PLC
Ticker:		RIO	Security ID:	767204100
Meeting Date: APR 15, 2010			Meeting Type: Annual
Record Date: MAR 8, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports

2	Approve Remuneration Report	For	Against	Management
3	Elect Robert Brown as Director	For	For	Management
4	Elect Ann Godbehere as Director	For	For	Management
5	Elect Sam Walsh as Director	For	For	Management
6	Re-elect Guy Elliott as Director	For	For	Management
7	Re-elect Michael Fitzpatrick as	For	For	Management
	Director
8	Re-elect Lord Kerr of Kinlochard as	For	For	Management
	Director
9	Reappoint PricewaterhouseCoopers LLP as	For	For	Management
	Auditor and Authorise Their
	Remuneration
10	Authorise Issue of Equity with	For	For	Management
	Pre-emptive Rights
11	Authorise Issue of Equity without	For	For	Management
	Pre-emptive Rights
12	Authorise Market Purchase	For	For	Management
13	Authorise the Company to Call EGM with	For	For	Management
	Two Weeks' Notice

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

ROYAL DUTCH SHELL PLC
Ticker:		RDSA	Security ID: 780259206
Meeting Date: MAY 18, 2010			Meeting Type: Annual
Record Date: APR 8, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Accept Financial Statements and			For	For	Management
	Statutory Reports
2	Approve Remuneration Report			For	For	Management
3	Elect Charles Holliday as Director			For	For	Management
4	Re-elect Josef Ackermann as Director			For	For	Management
5	Re-elect Malcolm Brinded as Director			For	For	Management
6	Re-elect Simon Henry as Director			For	For	Management
7	Re-elect Lord Kerr of Kinlochard as			For	For	Management
	Director
8	Re-elect Wim Kok as Director			For	For	Management
9	Re-elect Nick Land as Director			For	For	Management
10	Re-elect Christine Morin-Postel as			For	For	Management
	Director
11	Re-elect Jorma Ollila as Director			For	For	Management
12	Re-elect Jeroen van der Veer as			For	For	Management
	Director
13	Re-elect Peter Voser as Director			For	For	Management
14	Re-elect Hans Wijers as Director			For	For	Management
15	Reappoint PricewaterhouseCoopers LLP as			For	For	Management
	Auditors
16	Authorise Board to Fix Remuneration of			For	For	Management
	Auditors
17	Authorise Issue of Equity with			For	For	Management
	Pre-emptive Rights

18	Authorise Issue of Equity without	For	For	Management
	Pre-emptive Rights
19	Authorise Market Purchase	For	For	Management
20	Approve Scrip Dividend Scheme	For	For	Management
21	Authorise EU Political Donations and	For	For	Management
	Expenditure
22	Adopt New Articles of Association	For	For	Management
23	Direct the Audit Committee or a Risk	Against	Against	Shareholder
	Committee of the Board to Commission
	and Review a Report on Investment Risks
	Associated with Future Canadian Oil
	Sands Projects

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

SYSCO CORPORATION

Ticker: SYY Security ID: 871829107
Meeting Date: NOV 18, 2009 Meeting Type: Annual
Record Date: SEP 21, 2009

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Jonathan Golden	For	For	Management
2	Elect Director Joseph A. Hafner. Jr.	For	For	Management
3	Elect Director Nancy S. Newcomb	For	For	Management
4	Elect Director Kenneth F. Spitler	For	For	Management
5	Approve Non-Employee Director Omnibus	For	For	Management
	Stock Plan
6	Amend Omnibus Stock Plan	For	For	Management
7	Approve Executive Incentive Bonus Plan	For	For	Management
8	Ratify Auditors	For	For	Management
9	Advisory Vote to Ratify Named Executive	For	For	Management
	Officers' Compensation
10	Adopt Principles for Health Care Reform	Against	Against	Shareholder

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

TARGET CORPORATION

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

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

9	Advisory Vote to Ratify Named Executive Against	For	Shareholder
	Officers' Compensation

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

TEXAS INSTRUMENTS INCORPORATED

Ticker:		TXN	Security ID:	882508104
Meeting Date: APR 15, 2010			Meeting Type: Annual
Record Date: FEB 16, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Elect Director R.W. Babb, Jr.			For	For	Management
2	Elect Director D.L. Boren			For	For	Management
3	Elect Director D.A. Carp			For	For	Management
4	Elect Director C.S. Cox			For	For	Management
5	Elect Director D.R. Goode			For	For	Management
6	Elect Director S.P. MacMillan			For	For	Management
7	Elect Director P.H. Patsley			For	For	Management
8	Elect Director W.R. Sanders			For	For	Management
9	Elect Director R.J. Simmons			For	For	Management
10	Elect Director R.K. Templeton			For	For	Management
11	Elect Director C.T. Whitman			For	For	Management
12	Ratify Auditors			For	For	Management

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

TOTAL SA
Ticker:		FP	Security ID: 89151E109
Meeting Date: MAY 21, 2010			Meeting Type: Annual/Special
Record Date: APR 13, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1	Approve Financial Statements and			For	For	Management
	Statutory Reports
2	Accept Consolidated Financial			For	For	Management
	Statements and Statutory Reports
3	Approve Allocation of Income and			For	For	Management
	Dividends of EUR 2.28 per Share
4	Approve Auditors' Special Report			For	For	Management
	Regarding Related-Party Transactions
5	Approve Transaction with Christophe de			For	Against	Management
	Margerie Re: Severance Payment
6	Authorize Repurchase of Up to 10			For	For	Management
	Percent of Issued Share Capital
7	Reelect Thierry Desmarest as Director			For	For	Management
8	Reelect Thierry de Rudder as Director			For	Against	Management
9	Elect Gunnar Brock as Director			For	For	Management
10	Elect Claude Clement as Representative			For	For	Management
	of Employee Shareholders to the Board
11	Elect Philippe Marchandise as			Against	For	Management

	Representative of Employee Shareholders
	to the Board
12	Elect Mohammed Zaki as Representative	Against	For	Management
	of Employee Shareholders to the Board
13	Reelect Ernst & Young Audit as Auditor	For	For	Management
14	Reelect KPMG Audit as Auditor	For	For	Management
15	Ratify Auditex as Alternate Auditor	For	For	Management
16	Ratify KPMG Audit I.S. as Alternate	For	For	Management
	Auditor
17	Authorize Issuance of Equity or	For	For	Management
	Equity-Linked Securities with
	Preemptive Rights up to Aggregate
	Nominal Amount of EUR 2.5 Billion
18	Authorize Issuance of Equity or	For	For	Management
	Equity-Linked Securities without
	Preemptive Rights up to Aggregate
	Nominal Amount of EUR 850 million
19	Authorize Capital Increase of up to 10	For	For	Management
	Percent of Issued Capital for Future
	Acquisitions
20	Approve Employee Stock Purchase Plan	For	For	Management
21	Authorize up to 0.1 Percent of Issued	For	For	Management
	Capital for Use in Stock Option Plan
A	Amend Article 9 of Bylaws Re: Mutual	Against	Against	Shareholder
	Fund

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

UNITED TECHNOLOGIES CORPORATION
Ticker:		UTX	Security ID:	913017109
Meeting Date: APR 14, 2010			Meeting Type: Annual
Record Date: FEB 16, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Louis R. Chenevert			For	For	Management
1.2	Elect Director John V. Faraci			For	For	Management
1.3	Elect Director Jean-Pierre Garnier,			For	For	Management
	Ph.D.
1.4	Elect Director Jamie S. Gorelick			For	For	Management
1.5	Elect Director Carlos M. Gutierrez			For	For	Management
1.6	Elect Director Edward A. Kangas			For	For	Management
1.7	Elect Director Charles R. Lee			For	For	Management
1.8	Elect Director Richard D. McCormick			For	For	Management
1.9	Elect Director Harold McGraw, III			For	For	Management
1.10	Elect Director Richard B. Myers			For	For	Management
1.11	Elect Director H. Patrick Swygert			For	For	Management
1.12	Elect Director Andre Villeneuve			For	For	Management
1.13	Elect Director Christine Todd Whitman			For	For	Management
2	Ratify Auditors			For	For	Management
3	Advisory Vote to Ratify Named Executive			Against	For	Shareholder
	Officers' Compensation

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

WAL-MART STORES, INC.
Ticker:		WMT	Security ID:	931142103
Meeting Date: JUN 4, 2010			Meeting Type: Annual
Record Date: APR 8, 2010
#	Proposal				Mgt Rec	Vote Cast	Sponsor
1	Elect Director Aida M. Alvarez				For	For	Management
2	Elect Director James W. Breyer				For	For	Management
3	Elect Director M. Michele Burns				For	For	Management
4	Elect Director James I. Cash, Jr.				For	For	Management
5	Elect Director Roger C. Corbett				For	For	Management
6	Elect Director Douglas N. Daft				For	Against	Management
7	Elect Director Michael T. Duke				For	For	Management
8	Elect Director Gregory B. Penner				For	For	Management
9	Elect Director Steven S. Reinemund				For	For	Management
10	Elect Director H. Lee Scott, Jr.				For	For	Management
11	Elect Director Arne M. Sorenson				For	For	Management
12	Elect Director Jim C. Walton				For	For	Management
13	Elect Director S. Robson Walton				For	For	Management
14	Elect Director Christopher J. Williams				For	For	Management
15	Elect Director Linda S. Wolf				For	Against	Management
16	Ratify Auditors				For	For	Management
17	Approve Omnibus Stock Plan				For	Against	Management
18	Amend Sharesave Plan				For	For	Management
19	Amend EEO Policy to Prohibit				Against	Against	Shareholder
	Discrimination based on Sexual
	Orientation and Gender Identity
20	Advisory Vote to Ratify Named Executive				Against	For	Shareholder
	Officers' Compensation
21	Report on Political Contributions				Against	Against	Shareholder
22	Amend Articles/Bylaws/Charter -- Call				Against	For	Shareholder
	Special Meetings
23	Require Suppliers to Adopt CAK				Against	Against	Shareholder
24	Report on Process for Identifying and				Against	Against	Shareholder
	Prioritizing Public Policy Activities

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

WALGREEN CO.
Ticker:		WAG	Security ID:	931422109
Meeting Date: JAN 13, 2010			Meeting Type: Annual
Record Date:		NOV 16, 2009
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steven A. Davis			For	For	Management
1.2	Elect Director William C. Foote			For	For	Management
1.3	Elect Director Mark P. Frissora			For	For	Management
1.4	Elect Director Alan G. McNally			For	For	Management

1.5	Elect Director Nancy M. Schlichting	For	For	Management
1.6	Elect Director David Y. Schwartz	For	For	Management
1.7	Elect Director Alejandro Silva	For	For	Management
1.8	Elect Director James A. Skinner	For	For	Management
1.9	Elect Director Gregory D. Wasson	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Stock Option Plan	For	For	Management
4	Reduce Supermajority Vote Requirement	Against	For	Shareholder
5	Performance-Based Equity Awards	Against	For	Shareholder
6	Report on Charitable Contributions	Against	Against	Shareholder

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

WHOLE FOODS MARKET, INC.
Ticker:		WFMI	Security ID: 966837106
Meeting Date: MAR 8, 2010			Meeting Type: Annual
Record Date: JAN 12, 2010
#	Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John B. Elstrott			For	For	Management
1.2	Elect Director Gabrielle E. Greene			For	For	Management
1.3	Elect Director Hass Hassan			For	For	Management
1.4	Elect Director Stephanie Kugelman			For	For	Management
1.5	Elect Director John P. Mackey			For	For	Management
1.6	Elect Director Jonathan A. Seiffer			For	For	Management
1.7	Elect Director Morris J. Siegel			For	For	Management
1.8	Elect Director Jonathan D. Sokoloff			For	For	Management
1.9	Elect Director Ralph Z. Sorenson			For	For	Management
1.10	Elect Director W.A. (Kip) Tindell, III			For	For	Management
2	Ratify Auditors			For	For	Management
3	Reduce Supermajority Vote Requirement			Against	For	Shareholder
4	Amend Articles/Bylaws/Charter --			Against	For	Shareholder
	Removal of Directors
5	Adopt a Policy Establishing an			Against	Against	Shareholder
	Engagement Process with Proponents to
	Shareholder Proposals
6	Adopt and Disclose Succession Planning			Against	Against	Shareholder
	Policy

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Appreciation Fund, Inc.

By:	/s/ Bradley J. Skapyak
	Bradley J. Skapyak
	President
Date:	August 23, 2010