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:                  811-05225

Exact name of registrant as specified in charter:    Oppenheimer Quest for
                                                     Value Funds

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:                             10/31

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

Item 1. Proxy Voting Record


======================== OPPENHEIMER QUEST BALANCED FUND =======================

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   For        Shareholder
      Special Meetings


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AFLAC Incorporated

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  FEB 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Amos             For       For        Management
1.2   Elect Director John Shelby Amos II        For       For        Management
1.3   Elect Director Paul S. Amos II            For       For        Management
1.4   Elect Director Michael H. Armacost        For       For        Management
1.5   Elect Director Kriss Cloninger III        For       For        Management
1.6   Elect Director Joe Frank Harris           For       For        Management
1.7   Elect Director Elizabeth J. Hudson        For       For        Management
1.8   Elect Director Douglas W. Johnson         For       For        Management
1.9   Elect Director Robert B. Johnson          For       For        Management
1.10  Elect Director Charles B. Knapp           For       For        Management
1.11  Elect Director E. Stephen Purdom, M.d.    For       For        Management
1.12  Elect Director Barbara K. Rimer, PhD      For       For        Management
1.13  Elect Director Marvin R. Schuster         For       For        Management
1.14  Elect Director David Gary Thompson        For       For        Management
1.15  Elect Director Robert L. Wright           For       For        Management
1.16  Elect Director Takuro Yoshida             For       For        Management
2     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
3     Ratify Auditors                           For       For        Management


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Apache Corporation

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

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


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Apple Inc.

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

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


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Applied Materials, Inc.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 9, 2010    Meeting Type: Annual
Record Date:  JAN 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael R. Splinter        For       For        Management
1.2   Elect Director Aart J. de Geus            For       For        Management
1.3   Elect Director Stephen R. Forrest         For       For        Management
1.4   Elect Director Thomas J. Iannotti         For       For        Management
1.5   Elect Director Susan M. James             For       For        Management
1.6   Elect Director Alexander A. Karsner       For       For        Management
1.7   Elect Director Gerhard H. Parker          For       For        Management
1.8   Elect Director Dennis D. Powell           For       For        Management
1.9   Elect Director Willem P. Roelandts        For       For        Management
1.10  Elect Director James E. Rogers            For       Withhold   Management
1.11  Elect Director Robert H. Swan             For       For        Management
2     Ratify Auditors                           For       For        Management


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ASML Holding NV

Ticker:                      Security ID:  N07059186
Meeting Date: MAR 24, 2010   Meeting Type: Annual
Record Date:  MAR 3, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Discuss the Company's Business and        None      None       Management
      Finacial Situation
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Approve Discharge of Management Board     For       Did Not    Management
                                                          Vote
5     Approve Discharge of Supervisory Board    For       Did Not    Management
                                                          Vote
6     Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
7     Approve Dividends of EUR 0.20 Per Share   For       Did Not    Management
                                                          Vote
8.a   Discuss Remuneration Report               None      None       Management
8.b   Approve Remuneration Report Containing    For       Did Not    Management
      Remuneration Policy for Management Board            Vote
      Members
9.a   Approve Performance Share Arrangement     For       Did Not    Management
      According to Remuneration Policy 2010               Vote
9.b   Approve Performance Share Grant According For       Did Not    Management
      to Remuneration Policy 2008                         Vote
9.c   Approve Performance Stock Option Grants   For       Did Not    Management
                                                          Vote
10    Approve the Numbers of Stock Options,     For       Did Not    Management
      Respectively Shares for Employees                   Vote
11    Notification of the Intended Election of  None      None       Management
      F. Schneider-Manoury to the Management
      Board
12    Discussion of Supervisory Board Profile   None      None       Management
13    Notification of the Retirement of W.T.    None      None       Management
      Siegle and J.W.B. Westerburgen of the
      Supervisory Board by Rotation in 2011
14.a  Grant Board Authority to Issue Shares up  For       Did Not    Management
      To Five Percent of Issued Capital                   Vote
14.b  Authorize Board to Exclude Preemptive     For       Did Not    Management
      Rights from Issuance under Item 14.a                Vote
14.c  Grant Board Authority to Issue Additional For       Did Not    Management
      Shares of up to Five Percent in Case of             Vote
      Takeover/Merger
14.d  Authorize Board to Exclude Preemptive     For       Did Not    Management
      Rights from Issuance under Item 14.c                Vote
15    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
16    Authorize Cancellation of Repurchased     For       Did Not    Management
      Shares                                              Vote
17    Authorize Additionnal Cancellation of     For       Did Not    Management
      Repurchased Shares                                  Vote
18    Other Business                            None      None       Management
19    Close Meeting                             None      None       Management


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

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       For        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       For        Management
12    Elect Director Charles O. Rossotti        For       For        Management
13    Elect Director Robert W. Scully           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Increase Authorized Common Stock          For       For        Management
16    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                  For       For        Management
18    Report on Government Service of Employees Against   Abstain    Shareholder
19    TARP Related Compensation                 Against   For        Shareholder
20    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning       Against   For        Shareholder
23    Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
24    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Biogen Idec Inc.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nancy L. Leaming           For       For        Management
2     Elect Director Brian S. Posner            For       For        Management
3     Elect Director Eric K. Rowinsky           For       For        Management
4     Elect Director Stephen A. Sherwin         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


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Capital One Financial Corporation

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director W. Ronald Dietz            For       For        Management
2     Elect Director Lewis Hay, III             For       For        Management
3     Elect Director Mayo A. Shattuck III       For       For        Management
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Stock Retention/Holding Period            Against   For        Shareholder
7     Declassify the Board of Directors         Against   For        Shareholder


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

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   For        Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period            Against   For        Shareholder
21    Disclose Payments To Host Governments     Against   Against    Shareholder
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Financial Risks From Climate    Against   Abstain    Shareholder
      Change
24    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

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       For        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   Abstain    Shareholder
      Committee on Human Rights
18    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
19    Report on Internet Fragmentation          Against   For        Shareholder


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Dean Foods Company

Ticker:       DF             Security ID:  242370104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tom C. Davis               For       For        Management
1.2   Elect Director Gregg L. Engles            For       For        Management
1.3   Elect Director Jim L. Turner              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Anti Gross-up Policy                Against   For        Shareholder


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Eaton Corporation

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Todd M. Bluedorn           For       For        Management
2     Elect Director Christopher M. Connor      For       For        Management
3     Elect Director Michael J. Critelli        For       For        Management
4     Elect Director Charles E. Golden          For       For        Management
5     Elect Director Ernie Green                For       For        Management
6     Ratify Auditors                           For       For        Management


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

EMC Corporation

Ticker:       EMC            Security ID:  268648102
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael W. Brown           For       For        Management
2     Elect Director Randolph L. Cowen          For       For        Management
3     Elect Director Michael J. Cronin          For       For        Management
4     Elect Director Gail Deegan                For       For        Management
5     Elect Director James S. DiStasio          For       For        Management
6     Elect Director John R. Egan               For       For        Management
7     Elect Director Edmund F. Kelly            For       For        Management
8     Elect Director Windle B. Priem            For       For        Management
9     Elect Director Paul Sagan                 For       For        Management
10    Elect Director David N. Strohm            For       For        Management
11    Elect Director Joseph M. Tucci            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
14    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

EOG Resources, Inc.

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

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


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Family Dollar Stores, Inc.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 21, 2010   Meeting Type: Annual
Record Date:  NOV 27, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark R. Bernstein          For       For        Management
1.2   Elect Director Pamela L. Davies           For       For        Management
1.3   Elect Director Sharon Allred Decker       For       For        Management
1.4   Elect Director Edward C. Dolby            For       For        Management
1.5   Elect Director Glenn A. Eisenberg         For       For        Management
1.6   Elect Director Howard R. Levine           For       For        Management
1.7   Elect Director George R. Mahoney, Jr.     For       For        Management
1.8   Elect Director James G. Martin            For       For        Management
1.9   Elect Director Harvey Morgan              For       For        Management
1.10  Elect Director Dale C. Pond               For       For        Management
2     Ratify Auditors                           For       For        Management


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Fifth Third Bancorp

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darryl F. Allen            For       For        Management
1.2   Elect Director Ulysses L. Bridgeman, Jr.  For       For        Management
1.3   Elect Director Emerson L. Brumback        For       For        Management
1.4   Elect Director James P. Hackett           For       For        Management
1.5   Elect Director Gary R. Heminger           For       For        Management
1.6   Elect Director Jewell D. Hoover           For       For        Management
1.7   Elect Director Kevin T. Kabat             For       For        Management
1.8   Elect Director Mitchel D. Livingston, PhD For       For        Management
1.9   Elect Director Hendrik G. Meijer          For       For        Management
1.10  Elect Director John J. Schiff, Jr.        For       For        Management
1.11  Elect Director Dudley S. Taft             For       For        Management
1.12  Elect Director Marsha C. Williams         For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Eliminate Cumulative Voting               For       For        Management
4     Permit Board to Amend Bylaws Without      For       For        Management
      Shareholder Consent
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Ratify Auditors                           For       For        Management
7     Require Independent Board Chairman        Against   Against    Shareholder


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

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       For        Management
4     Request Director Nominee with             Against   For        Shareholder
      Environmental Qualifications
5     Stock Retention/Holding Period            Against   For        Shareholder


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

Gannett Co., Inc.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig A. Dubow             For       For        Management
1.2   Elect Director Howard D. Elias            For       For        Management
1.3   Elect Director Arthur H. Harper           For       For        Management
1.4   Elect Director John Jeffry Louis          For       For        Management
1.5   Elect Director Marjorie Magner            For       For        Management
1.6   Elect Director Scott K. McCune            For       For        Management
1.7   Elect Director Duncan M. McFarland        For       For        Management
1.8   Elect Director Donna E. Shalala           For       For        Management
1.9   Elect Director Neal Shapiro               For       For        Management
1.10  Elect Director Karen Hastie Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Adopt Anti Gross-up Policy                Against   For        Shareholder


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

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   For        Shareholder
      Special Meetings
20    Require Independent Board Chairman        Against   For        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


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

Genzyme Corporation

Ticker:       GENZ           Security ID:  372917104
Meeting Date: JUN 16, 2010   Meeting Type: Proxy Contest
Record Date:  APR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas A. Berthiaume      For       For        Management
1.2   Elect Director Robert J. Bertolini        For       For        Management
1.3   Elect Director Gail K. Boudreaux          For       For        Management
1.4   Elect Director Robert J. Carpenter        For       For        Management
1.5   Elect Director Charles L. Cooney          For       For        Management
1.6   Elect Director Victor J. Dzau             For       For        Management
1.7   Elect Director Connie Mack, III           For       For        Management
1.8   Elect Director Richard F. Syron           For       For        Management
1.9   Elect Director Henri A. Termeer           For       For        Management
1.10  Elect Director Ralph V. Whitworth         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Provide Right to Call Special Meeting     For       For        Management
6     Ratify Auditors                           For       For        Management
1.1   Elect Director Steven Burakoff            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Alexander J. Denner        For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Carl C. Icahn              For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Richard Mulligan           For       Did Not    Shareholder
                                                          Vote
1.5   Management Nominee - Douglas A.           For       Did Not    Shareholder
      Berthiaume                                          Vote
1.6   Management Nominee - Robert J. Bertolini  For       Did Not    Shareholder
                                                          Vote
1.7   Management Nominee - Gail K. Boudreaux    For       Did Not    Shareholder
                                                          Vote
1.8   Management Nominee - Robert J. Carpenter  For       Did Not    Shareholder
                                                          Vote
1.9   Management Nominee - Victor J. Dzau       For       Did Not    Shareholder
                                                          Vote
1.10  Management Nominee - Ralph V. Whitworth   For       Did Not    Shareholder
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
4     Amend Non-Employee Director Omnibus Stock Against   Did Not    Management
      Plan                                                Vote
5     Provide Right to Call Special Meeting     For       Did Not    Management
                                                          Vote
6     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

Google Inc.

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

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


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

Halliburton Company

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

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


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

Infosys Technologies Ltd

Ticker:                      Security ID:  456788108
Meeting Date: JUN 12, 2010   Meeting Type: Annual
Record Date:  MAY 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of INR 15 Per      For       For        Management
      Share
3     Reappoint N.R.N. Murthy as Director       For       For        Management
4     Reappoint M.G. Subrahmanyam as Director   For       For        Management
5     Reappoint S. Gopalakrishnan as Director   For       For        Management
6     Reappoint S.D. Shibulal as Director       For       For        Management
7     Reappoint T.V.M. Pai as Director          For       For        Management
8     Approve B.S.R. & Co. as Auditors and      For       For        Management
      Authorize Board to Fix Their Remuneration
9     Approve Reappointment and Remuneration of For       For        Management
      T.V M. Pai as Executive Director
10    Approve Reappointment and Remuneration of For       For        Management
      S. Batni as Executive Director


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

International Game Technology

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paget L. Alves             For       For        Management
1.2   Elect Director Patti S. Hart              For       For        Management
1.3   Elect Director Robert A. Mathewson        For       For        Management
1.4   Elect Director Thomas J. Matthews         For       For        Management
1.5   Elect Director Robert J. Miller           For       For        Management
1.6   Elect Director Frederick B. Rentschler    For       For        Management
1.7   Elect Director David E. Roberson          For       For        Management
1.8   Elect Director Philip G. Satre            For       For        Management
2     Ratify Auditors                           For       For        Management


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

International Game Technology

Ticker:       IGT            Security ID:  459902102
Meeting Date: SEP 30, 2009   Meeting Type: Special
Record Date:  AUG 14, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Stock Option Exchange Program     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   For        Shareholder
      Special Meetings


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

King Pharmaceuticals, Inc.

Ticker:       KG             Security ID:  495582108
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin S. Crutchfield       For       For        Management
1.2   Elect Director E.W. Deavenport Jr.        For       For        Management
1.3   Elect Director Elizabeth M. Greetham      For       For        Management
1.4   Elect Director Philip A. Incarnati        For       For        Management
1.5   Elect Director Gregory D. Jordan          For       For        Management
1.6   Elect Director Brian A. Markison          For       For        Management
1.7   Elect Director R. Charles Moyer           For       For        Management
1.8   Elect Director D. Greg Rooker             For       For        Management
1.9   Elect Director Derace L. Schaffer         For       For        Management
1.10  Elect Director Ted G. Wood                For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management
5     Reduce Supermajority Vote Requirement     Against   For        Shareholder


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

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


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

MetLife, Inc.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. Glenn Hubbard, Ph.D     For       For        Management
1.2   Elect Director Alfred F. Kelly, Jr.       For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director David Satcher, M.D., Ph.D. For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder


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

Mitsubishi UFJ Financial Group

Ticker:       8306           Security ID:  J44497105
Meeting Date: JUN 29, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, with a      For       For        Management
      Final Dividend of JPY 6
2.1   Elect Director Takamune Okihara           For       For        Management
2.2   Elect Director Kinya Okauchi              For       For        Management
2.3   Elect Director Katsunori Nagayasu         For       For        Management
2.4   Elect Director Kyouta Ohmori              For       For        Management
2.5   Elect Director Hiroshi Saitou             For       For        Management
2.6   Elect Director Nobushige Kamei            For       For        Management
2.7   Elect Director Masao Hasegawa             For       For        Management
2.8   Elect Director Fumiyuki Akikusa           For       For        Management
2.9   Elect Director Kazuo Takeuchi             For       For        Management
2.10  Elect Director Nobuyuki Hirano            For       For        Management
2.11  Elect Director Shunsuke Teraoka           For       For        Management
2.12  Elect Director Kaoru Wachi                For       For        Management
2.13  Elect Director Takashi Oyamada            For       For        Management
2.14  Elect Director Ryuuji Araki               For       For        Management
2.15  Elect Director Kazuhiro Watanabe          For       For        Management
2.16  Elect Director Takuma Ohtoshi             For       For        Management


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

Newell Rubbermaid Inc.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Scott S. Cowen             For       For        Management
2     Elect Director Cynthia A. Montgomery      For       For        Management
3     Elect Director Michael B. Polk            For       For        Management
4     Elect Director Michael A. Todman          For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Ratify Auditors                           For       For        Management


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

Occidental Petroleum Corporation

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

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


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director Frances D. Fergusson       For       For        Management
7     Elect Director William H. Gray III        For       For        Management
8     Elect Director Constance J. Horner        For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director John P. Mascotte           For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director Stephen W. Sanger          For       For        Management
15    Elect Director William C. Steere, Jr.     For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Provide Right to Call Special Meeting     For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

Potash Corporation of Saskatchewan Inc.

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

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


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

Prudential Financial, Inc.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas J. Baltimore, Jr.   For       For        Management
2     Elect Director Gordon M. Bethune          For       For        Management
3     Elect Director Gaston Caperton            For       For        Management
4     Elect Director Gilbert F. Casellas        For       For        Management
5     Elect Director James G. Cullen            For       For        Management
6     Elect Director William H. Gray, III       For       For        Management
7     Elect Director Mark B. Grier              For       For        Management
8     Elect Director Jon F. Hanson              For       For        Management
9     Elect Director Constance J. Horner        For       For        Management
10    Elect Director Karl J. Krapek             For       For        Management
11    Elect Director Christine A. Poon          For       For        Management
12    Elect Director John R. Strangfield        For       For        Management
13    Elect Director James A. Unruh             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      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


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

Regeneron Pharmaceuticals, Inc.

Ticker:       REGN           Security ID:  75886F107
Meeting Date: JUN 11, 2010   Meeting Type: Annual
Record Date:  APR 14, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard S. Schleifer       For       Withhold   Management
1.2   Elect Director Eric M. Shooter            For       Withhold   Management
1.3   Elect Director George D. Yancopoulos      For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Samsung Electronics Co. Ltd.

Ticker:                      Security ID:  796050888
Meeting Date: MAR 19, 2010   Meeting Type: Annual
Record Date:  DEC 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and       For       For        Management
      Year-End Dividends of KRW 7,500 per
      Common Share and KRW 7,550 per Preferred
      Share
2.1   Elect Lee In-Ho as Outside Director       For       For        Management
2.2   Elect Lee In-Ho as Member of Audit        For       For        Management
      Committee
3     Approve Total Remuneration of Inside      For       For        Management
      Directors and Outside Directors


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

Seattle Genetics, Inc.

Ticker:       SGEN           Security ID:  812578102
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marc E. Lippman            For       For        Management
1.2   Elect Director Franklin M. Berger         For       For        Management
1.3   Elect Director Daniel G. Welch            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

The Boeing Company

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 26, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Biggs              For       For        Management
2     Elect Director John E. Bryson             For       For        Management
3     Elect Director David L. Calhoun           For       For        Management
4     Elect Director Arthur D. Collins, Jr.     For       For        Management
5     Elect Director Linda Z. Cook              For       For        Management
6     Elect Director William M. Daley           For       For        Management
7     Elect Director Kenneth M. Duberstein      For       For        Management
8     Elect Director Edmund P. Giambastiani,    For       For        Management
      Jr.
9     Elect Director John F. McDonnell          For       For        Management
10    Elect Director W. James McNerney, Jr.     For       For        Management
11    Elect Director Susan C. Schwab            For       For        Management
12    Elect Director Mike S. Zafirovski         For       For        Management
13    Ratify Auditors                           For       For        Management
14    Adopt Ethical Criteria for Military       Against   Abstain    Shareholder
      Contracts
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
17    Require Independent Board Chairman        Against   For        Shareholder
18    Report on Political Contributions         Against   For        Shareholder


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

The Gap, Inc.

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Adrian D.P. Bellamy        For       For        Management
1.2   Elect Director Domenico De Sole           For       For        Management
1.3   Elect Director Robert J. Fisher           For       For        Management
1.4   Elect Director William S. Fisher          For       For        Management
1.5   Elect Director Bob L. Martin              For       For        Management
1.6   Elect Director Jorge P. Montoya           For       For        Management
1.7   Elect Director Glenn K. Murphy            For       For        Management
1.8   Elect Director James M. Schneider         For       For        Management
1.9   Elect Director Mayo A. Shattuck III       For       For        Management
1.10  Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

The Goodyear Tire & Rubber Company

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James C. Boland            For       For        Management
2     Elect Director James A. Firestone         For       For        Management
3     Elect Director Robert J. Keegan           For       For        Management
4     Elect Director Richard J. Kramer          For       For        Management
5     Elect Director W. Alan McCollough         For       For        Management
6     Elect Director Denise M. Morrison         For       For        Management
7     Elect Director Rodney O'Neal              For       For        Management
8     Elect Director Shirley D. Peterson        For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director G. Craig Sullivan          For       For        Management
11    Elect Director Thomas H. Weidemeyer       For       For        Management
12    Elect Director Michael R. Wessel          For       For        Management
13    Ratify Auditors                           For       For        Management


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

The Hartford Financial Services Group, Inc.

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert B. Allardice, III   For       For        Management
2     Elect Director Trevor Fetter              For       For        Management
3     Elect Director Paul G. Kirk, Jr.          For       For        Management
4     Elect Director Liam E. McGee              For       For        Management
5     Elect Director Gail J. McGovern           For       For        Management
6     Elect Director Michael G. Morris          For       For        Management
7     Elect Director Thomas A. Renyi            For       For        Management
8     Elect Director Charles B. Strauss         For       For        Management
9     Elect Director H. Patrick Swygert         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Approve Omnibus Stock Plan                For       For        Management
12    Amend Executive Incentive Bonus Plan      For       For        Management
13    Reimburse Proxy Contest Expenses          Against   For        Shareholder


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

Theravance, Inc.

Ticker:       THRX           Security ID:  88338T104
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rick E Winningham          For       For        Management
1.2   Elect Director Jeffrey M. Drazan          For       Withhold   Management
1.3   Elect Director Robert V. Gunderson, Jr.   For       For        Management
1.4   Elect Director Arnold J. Levine, Ph.D.    For       Withhold   Management
1.5   Elect Director Burton G. Malkiel, Ph.D.   For       For        Management
1.6   Elect Director Peter S. Ringrose, Ph.D.   For       For        Management
1.7   Elect Director William H. Waltrip         For       For        Management
1.8   Elect Director George M. Whitesides,      For       For        Management
      Ph.D.
1.9   Elect Director William D. Young, Ph.D.    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Transocean Ltd.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3     Approve Allocation of Income and Omission For       For        Management
      of Dividends
4     Change Location of Registered Office to   For       For        Management
      Steinhausen, Switzerland
5     Approve Creation of CHF 2.5 Billion Pool  For       Against    Management
      of Capital without Preemptive Rights
6     Approve Reduction in Share Capita and     For       For        Management
      Repayment of $3.11 per Sharel
7     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities
8a    Elect Steven Newman as Director           For       For        Management
8b    Reelect Thomas Carson as Director         For       For        Management
8c    Reelect Robert Sprague as Director        For       For        Management
8d    Reelect J. Michael Talbert as Director    For       For        Management
8e    Reelect John Whitmire as Director         For       For        Management
9     Appointment Of Ernst & Young LLP as       For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal Year 2010
10    Transact Other Business (Voting)          For       Against    Management


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

United Parcel Service, Inc.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director Michael J. Burns           For       For        Management
1.3   Elect Director D. Scott Davis             For       For        Management
1.4   Elect Director Stuart E. Eizenstat        For       For        Management
1.5   Elect Director Michael L. Eskew           For       For        Management
1.6   Elect Director William R. Johnson         For       For        Management
1.7   Elect Director Ann M. Livermore           For       Withhold   Management
1.8   Elect Director Rudy Markham               For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
1.10  Elect Director Carol B. Tome              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors


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

Vale S.A.

Ticker:                      Security ID:  91912E105
Meeting Date: APR 27, 2010   Meeting Type: Annual/Special
Record Date:  APR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal Year Ended Dec. 31,
      2009
2     Approve Allocation of Income and          For       For        Management
      Dividends
3     Elect Fiscal Council Members              For       For        Management
4     Approve Remuneration of Executive         For       Against    Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
1     Authorize Capitalization of Reserves      For       For        Management
2     Elect Director                            For       Against    Management


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

Vale S.A.

Ticker:                      Security ID:  91912E105
Meeting Date: JAN 22, 2010   Meeting Type: Special
Record Date:  DEC 29, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Nomination of Alternate Member of  For       For        Management
      Board of Directors
2     Approve Agreement to Absorb Mineracao     For       For        Management
      Estrela de Apolo and Mineracao Vale
      Corumba
3     Appoint Domingues e Pinho Contadores to   For       For        Management
      Appraise Proposed Merger
4     Approve Appraisal of Proposed Merger      For       For        Management
5     Approve Absorption of Mineracao Estrela   For       For        Management
      de Apolo and Mineracao Vale Corumba


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

Vale S.A.

Ticker:                      Security ID:  91912E105
Meeting Date: JUN 22, 2010   Meeting Type: Special
Record Date:  MAY 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Jose Mauro Mettrau Carneiro da      For       For        Management
      Cunha as Director


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

Wal-Mart Stores, Inc.

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

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


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

WellPoint, Inc.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 17, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Sheila P. Burke            For       For        Management
2     Elect Director George A. Schaefer, Jr.    For       For        Management
3     Elect Director Jackie M. Ward             For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Conversion to Non-Profit Status Against   Against    Shareholder
6     Report on Lobbying Expenses               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Reincorporate in Another State [from      Against   For        Shareholder
      Indiana to Delaware]


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

Wells Fargo & Company

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

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




==================== OPPENHEIMER QUEST OPPORTUNITY VALUE FUND ==================

AerCap Holdings NV

Ticker:       AER            Security ID:  N00985106
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 28, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Open Meeting                              None      None       Management
2     Receive Report of Board of Directors      None      None       Management
      (Non-Voting)
3     Approve Financial Statements and          For       Did Not    Management
      Statutory Reports                                   Vote
4     Receive Explanation on Company's Reserves None      None       Management
      and Dividend Policy
5     Approve Discharge of Board of Directors   For       Did Not    Management
                                                          Vote
6a    Elect M. Gradon as Director               For       Did Not    Management
                                                          Vote
6b    Elect N. Greene as Director               For       Did Not    Management
                                                          Vote
6c    Elect P.T  Dacier as Director             For       Did Not    Management
                                                          Vote
6d    Reelect R.G. Warden as Director           For       Did Not    Management
                                                          Vote
6e    Reelect G.P. Strong as Director           For       Did Not    Management
                                                          Vote
6f    Reelect W.B. Ingersoll as Director        For       Did Not    Management
                                                          Vote
6g    Reelect K. W. Heineman as Director        For       Did Not    Management
                                                          Vote
7     Approve Remuneration of Non-Executive     For       Did Not    Management
      Board                                               Vote
8     Proposal to Designate Keith A. Helming as For       Did Not    Management
      the Person Responsible for the Management           Vote
      of the Company in Case All Directors Are
      Absent or Prevented from Acting
9     Ratify PricewaterhouseCoopers Accountants For       Did Not    Management
      N.V. as Auditors                                    Vote
10    Authorize Repurchase of Up to Ten Percent For       Did Not    Management
      of Issued Share Capital                             Vote
11    Amend Articles of Association             For       Did Not    Management
                                                          Vote
12    Allow Questions                           None      None       Management
13    Close Meeting                             None      None       Management


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

Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank M. Clark             For       Against    Management
2     Elect Director Betsy Z. Cohen             For       Against    Management
3     Elect Director Molly J. Coye              For       For        Management
4     Elect Director Roger N. Farah             For       Against    Management
5     Elect Director Barbara Hackman Franklin   For       Against    Management
6     Elect Director Jeffrey E. Garten          For       Against    Management
7     Elect Director Earl G. Graves             For       For        Management
8     Elect Director Gerald Greenwald           For       For        Management
9     Elect Director Ellen M. Hancock           For       For        Management
10    Elect Director Richard J. Harrington      For       For        Management
11    Elect Director Edward J. Ludwig           For       For        Management
12    Elect Director Joseph P. Newhouse         For       For        Management
13    Elect Director Ronald A. Williams         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management
16    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
17    Amend Executive Incentive Bonus Plan      For       For        Management
18    Provide for Cumulative Voting             Against   Against    Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder


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

AIRCASTLE LTD

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Allen            For       For        Management
1.2   Elect Director Douglas A. Hacker          For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

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 Company  Against   For        Shareholder
      and Suppliers


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

Amgen, Inc.

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

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


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

Assurant, Inc.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Carver           For       For        Management
1.2   Elect Director Juan N. Cento              For       For        Management
1.3   Elect Director Allen R. Freedman          For       For        Management
1.4   Elect Director Elaine D. Rosen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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

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       For        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       For        Management
12    Elect Director Charles O. Rossotti        For       For        Management
13    Elect Director Robert W. Scully           For       For        Management
14    Ratify Auditors                           For       For        Management
15    Increase Authorized Common Stock          For       For        Management
16    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
17    Amend Omnibus Stock Plan                  For       For        Management
18    Report on Government Service of Employees Against   Abstain    Shareholder
19    TARP Related Compensation                 Against   For        Shareholder
20    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
21    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
22    Adopt Policy on Succession Planning       Against   For        Shareholder
23    Report on Collateral in Derivatives       Against   For        Shareholder
      Trading
24    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Celanese Corporation

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

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


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

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   For        Shareholder
      Environmental Qualifications
20    Stock Retention/Holding Period            Against   For        Shareholder
21    Disclose Payments To Host Governments     Against   Against    Shareholder
22    Adopt Guidelines for Country Selection    Against   For        Shareholder
23    Report on Financial Risks From Climate    Against   Abstain    Shareholder
      Change
24    Amend Bylaws to Establish a Board         Against   Abstain    Shareholder
      Committee on Human Rights


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

Covidien plc

Ticker:       COV            Security ID:  G2554F105
Meeting Date: MAR 16, 2010   Meeting Type: Annual
Record Date:  JAN 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2a    Elect Craig Arnold as Director            For       For        Management
2b    Elect Robert H. Brust as Director         For       For        Management
2c    Elect John M. Connors, Jr. as Director    For       For        Management
2d    Elect Christopher J. Coughlin as Director For       For        Management
2e    Elect Timothy M. Donahue as Director      For       For        Management
2f    Elect Kathy J. Herbert as Director        For       For        Management
2g    Elect Randall J. Hogan, III as Director   For       For        Management
2h    Elect Richard J. Meelia as Director       For       Abstain    Management
2i    Elect Dennis H. Reilley as Director       For       For        Management
2j    Elect Tadataka Yamada as Director         For       For        Management
2k    Elect Joseph A. Zaccagnino as Director    For       For        Management
3     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Their
      Remuneration Auditors
4     Authorize Share Repurchase Program        For       For        Management
5     Authorize Reissuance of Treasury Shares   For       For        Management


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

CVS Caremark Corporation

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director David W. Dorman            For       For        Management
4     Elect Director Kristen Gibney Williams    For       For        Management
5     Elect Director Marian L. Heard            For       For        Management
6     Elect Director William H. Joyce           For       For        Management
7     Elect Director Jean-Pierre Millon         For       For        Management
8     Elect Director Terrence Murray            For       For        Management
9     Elect Director C.A. Lance Piccolo         For       For        Management
10    Elect Director Sheli Z. Rosenberg         For       For        Management
11    Elect Director Thomas M. Ryan             For       For        Management
12    Elect Director Richard J. Swift           For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Omnibus Stock Plan                For       For        Management
15    Provide Right to Call Special Meeting     For       For        Management
16    Report on Political Contributions         Against   For        Shareholder
17    Adopt Global Warming Principles           Against   Abstain    Shareholder


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

eBay Inc.

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

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


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

Edison International

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jagjeet S. Bindra          For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Theodore F. Craver, Jr.    For       For        Management
1.5   Elect Director Charles B. Curtis          For       For        Management
1.6   Elect Director Bradford M. Freeman        For       For        Management
1.7   Elect Director Luis G. Nogales            For       For        Management
1.8   Elect Director Ronald L. Olson            For       For        Management
1.9   Elect Director James M. Rosser            For       For        Management
1.10  Elect Director Richard T. Schlosberg, III For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
1.12  Elect Director Brett White                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation


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

Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Kenneth J. Duffy as Director        For       For        Management
1.2   Elect Joseph V. Taranto as Director       For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       Against    Management


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

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   For        Shareholder
      Special Meetings
4     Reincorporate in Another State [from New  Against   Against    Shareholder
      Jersey to North Dakota]
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Amend EEO Policy to Prohibit              Against   Abstain    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
7     Adopt Policy on Human Right to Water      Against   Abstain    Shareholder
8     Adopt Policy to Address Coastal Louisiana Against   Abstain    Shareholder
      Environmental Impacts
9     Report on Environmental Impact of Oil     Against   For        Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies Development Against   Against    Shareholder
12    Adopt Quantitative GHG Goals from         Against   For        Shareholder
      Products and Operations
13    Report on Risks of Alternative Long-term  Against   Abstain    Shareholder
      Fossil Fuel Demand Estimates


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

General Cable Corp.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John E. Welsh, III         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Provide Directors Be Removed With or      For       For        Management
      Without Cause
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

Genzyme Corporation

Ticker:       GENZ           Security ID:  372917104
Meeting Date: JUN 16, 2010   Meeting Type: Proxy Contest
Record Date:  APR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas A. Berthiaume      For       For        Management
1.2   Elect Director Robert J. Bertolini        For       For        Management
1.3   Elect Director Gail K. Boudreaux          For       For        Management
1.4   Elect Director Robert J. Carpenter        For       For        Management
1.5   Elect Director Charles L. Cooney          For       For        Management
1.6   Elect Director Victor J. Dzau             For       For        Management
1.7   Elect Director Connie Mack, III           For       For        Management
1.8   Elect Director Richard F. Syron           For       For        Management
1.9   Elect Director Henri A. Termeer           For       For        Management
1.10  Elect Director Ralph V. Whitworth         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Provide Right to Call Special Meeting     For       For        Management
6     Ratify Auditors                           For       For        Management
1.1   Elect Director Steven Burakoff            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Alexander J. Denner        For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Carl C. Icahn              For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Richard Mulligan           For       Did Not    Shareholder
                                                          Vote
1.5   Management Nominee - Douglas A.           For       Did Not    Shareholder
      Berthiaume                                          Vote
1.6   Management Nominee - Robert J. Bertolini  For       Did Not    Shareholder
                                                          Vote
1.7   Management Nominee - Gail K. Boudreaux    For       Did Not    Shareholder
                                                          Vote
1.8   Management Nominee - Robert J. Carpenter  For       Did Not    Shareholder
                                                          Vote
1.9   Management Nominee - Victor J. Dzau       For       Did Not    Shareholder
                                                          Vote
1.10  Management Nominee - Ralph V. Whitworth   For       Did Not    Shareholder
                                                          Vote
2     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
3     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
4     Amend Non-Employee Director Omnibus Stock Against   Did Not    Management
      Plan                                                Vote
5     Provide Right to Call Special Meeting     For       Did Not    Management
                                                          Vote
6     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

Joy Global, Inc.

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

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


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

JPMorgan Chase & Co.

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

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


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

Jupiter Telecommunications Co., Ltd.

Ticker:       4817           Security ID:  J28710101
Meeting Date: MAR 25, 2010   Meeting Type: Annual
Record Date:  DEC 31, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Allocation of Income, With a      For       For        Management
      Final Dividend of JPY 490
2     Amend Articles To Change Location of Head For       For        Management
      Office
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
4.1   Appoint Statutory Auditor                 For       For        Management
4.2   Appoint Statutory Auditor                 For       Against    Management
4.3   Appoint Statutory Auditor                 For       Against    Management


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

Liberty Global, Inc.

Ticker:       LBTYA          Security ID:  530555101
Meeting Date: JUN 17, 2010   Meeting Type: Annual
Record Date:  APR 21, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Miranda Curtis             For       For        Management
1.2   Elect Director John W. Dick               For       For        Management
1.3   Elect Director J.C. Sparkman              For       For        Management
1.4   Elect Director J. David Wargo             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Lorillard, Inc.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 30, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Virgis W. Colbert          For       For        Management
1.2   Elect Director Richard W. Roedel          For       For        Management
1.3   Elect Director David H. Taylor            For       For        Management
2     Ratify Auditors                           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       For        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   Abstain    Shareholder
14    Report on Charitable Contributions        Against   Abstain    Shareholder


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

Molson Coors Brewing Company

Ticker:       TAP            Security ID:  60871R209
Meeting Date: JUN 2, 2010    Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors John E. Cleghorn          For       For        Management
1.2   Elect Directors Charles M. Herington      For       Withhold   Management
1.3   Elect Directors David P. O'Brien          For       Withhold   Management


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

Morgan Stanley

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Roy J. Bostock             For       Against    Management
2     Elect Director Erskine B. Bowles          For       For        Management
3     Elect Director Howard J. Davies           For       For        Management
4     Elect Director James P. Gorman            For       For        Management
5     Elect Director James H. Hance, Jr.        For       For        Management
6     Elect Director Nobuyuki Hirano            For       For        Management
7     Elect Director C. Robert Kidder           For       For        Management
8     Elect Director John J. Mack               For       For        Management
9     Elect Director Donald T. Nicolaisen       For       For        Management
10    Elect Director Charles H. Noski           For       For        Management
11    Elect Director Hutham S. Olayan           For       For        Management
12    Elect Director O. Griffith Sexton         For       For        Management
13    Elect Director Laura D. Tyson             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
16    Amend Omnibus Stock Plan                  For       Against    Management
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Stock Retention/Holding Period            Against   For        Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder
20    Report on Pay Disparity                   Against   Abstain    Shareholder
21    Claw-back of Payments under Restatements  Against   For        Shareholder


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

Nestle SA

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

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


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

NRG Energy Inc

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 21, 2009   Meeting Type: Proxy Contest
Record Date:  JUN 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
5     Ratify Auditors                           For       For        Management
6     Report on Carbon Principles               Against   Against    Shareholder
7     Change Size of Board of Directors         Against   Against    Shareholder
8     Repeal Amendments Adopted Without         Against   Against    Shareholder
      Stockholder Approval After February 26,
      2008
1.1   Elect Director Betsy S. Atkins            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Ralph E. Faison            For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Coleman Peterson           For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Thomas C. Wajnert          For       Did Not    Shareholder
                                                          Vote
2     Change Size of Board of Directors         For       Did Not    Shareholder
                                                          Vote
3     Elect Director Donald DeFosset            For       Did Not    Shareholder
                                                          Vote
4     Elect Director Richard H. Koppes          For       Did Not    Shareholder
                                                          Vote
5     Elect Director John M. Albertine          For       Did Not    Shareholder
                                                          Vote
6     Elect Director Marjorie L. Bowen          For       Did Not    Shareholder
                                                          Vote
7     Elect Director Ralph G. Wellington        For       Did Not    Shareholder
                                                          Vote
8     Repeal Amendments Adopted Without         For       Did Not    Shareholder
      Stockholder Approval After February 26,             Vote
      2008
9     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
10    Amend Executive Incentive Bonus Plan      For       Did Not    Management
                                                          Vote
11    Adopt Majority Voting for Uncontested     For       Did Not    Management
      Election of Directors                               Vote
12    Ratify Auditors                           For       Did Not    Management
                                                          Vote
13    Report on Carbon Principles               None      Did Not    Shareholder
                                                          Vote


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

Pfizer Inc.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2010   Meeting Type: Annual
Record Date:  FEB 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis A. Ausiello         For       For        Management
2     Elect Director Michael S. Brown           For       For        Management
3     Elect Director M. Anthony Burns           For       For        Management
4     Elect Director Robert N. Burt             For       For        Management
5     Elect Director W. Don Cornwell            For       For        Management
6     Elect Director Frances D. Fergusson       For       For        Management
7     Elect Director William H. Gray III        For       For        Management
8     Elect Director Constance J. Horner        For       For        Management
9     Elect Director James M. Kilts             For       For        Management
10    Elect Director Jeffrey B. Kindler         For       For        Management
11    Elect Director George A. Lorch            For       For        Management
12    Elect Director John P. Mascotte           For       For        Management
13    Elect Director Suzanne Nora Johnson       For       For        Management
14    Elect Director Stephen W. Sanger          For       For        Management
15    Elect Director William C. Steere, Jr.     For       For        Management
16    Ratify Auditors                           For       For        Management
17    Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
18    Provide Right to Call Special Meeting     For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder


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

Potash Corporation of Saskatchewan Inc.

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

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


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

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


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

Research In Motion Ltd

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

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


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

Synopsys, Inc.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAR 25, 2010   Meeting Type: Annual
Record Date:  JAN 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Aart J. De Geus            For       For        Management
1.2   Elect Director Alfred Castino             For       For        Management
1.3   Elect Director Chi-Foon Chan              For       For        Management
1.4   Elect Director Bruce R. Chizen            For       For        Management
1.5   Elect Director Deborah A. Coleman         For       For        Management
1.6   Elect Director John Schwarz               For       For        Management
1.7   Elect Director Roy Vallee                 For       For        Management
1.8   Elect Director Steven C. Walske           For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

Take-Two Interactive Software, Inc.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: APR 15, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Strauss Zelnick            For       For        Management
1.2   Elect Director Robert A. Bowman           For       For        Management
1.3   Elect Director Sung Hwan Cho              For       For        Management
1.4   Elect Director Michael Dornemann          For       For        Management
1.5   Elect Director Brett Icahn                For       For        Management
1.6   Elect Director J. Moses                   For       For        Management
1.7   Elect Director James L. Nelson            For       For        Management
1.8   Elect Director Michael Sheresky           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

The Goldman Sachs Group, Inc.

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

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


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director W. Rodney McMullen         For       For        Management
8     Elect Director Jorge P. Montoya           For       For        Management
9     Elect Director Clyde R. Moore             For       For        Management
10    Elect Director Susan M. Phillips          For       For        Management
11    Elect Director Steven R. Rogel            For       For        Management
12    Elect Director James A. Runde             For       For        Management
13    Elect Director Ronald L. Sargent          For       For        Management
14    Elect Director Bobby S. Shackouls         For       For        Management
15    Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
16    Ratify Auditors                           For       For        Management
17    Report on Climate Change                  Against   For        Shareholder


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

THQ Inc.

Ticker:       THQI           Security ID:  872443403
Meeting Date: AUG 6, 2009    Meeting Type: Annual
Record Date:  JUN 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian J. Farrell           For       For        Management
1.2   Elect Director Lawrence Burstein          For       For        Management
1.3   Elect Director Henry T. DeNero            For       For        Management
1.4   Elect Director Brian P. Dougherty         For       For        Management
1.5   Elect Director Jeffrey W. Griffiths       For       For        Management
1.6   Elect Director Gary E. Rieschel           For       For        Management
1.7   Elect Director  James L. Whims            For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Reelect Edward Breen as Director          For       For        Management
3.2   Elect Michael Daniels as Director         For       For        Management
3.3   Reelect Timothy Donahue as Director       For       For        Management
3.4   Reelect Brian Duperreault as Director     For       For        Management
3.5   Reelect Bruce Gordon as Director          For       For        Management
3.6   Reelect Rajiv Gupta as Director           For       For        Management
3.7   Reelect John Krol as Director             For       For        Management
3.8   Reelect Brendan O'Neill as Director       For       For        Management
3.9   Reelect William Stavropoulos as Director  For       For        Management
3.10  Reelect Sandra Wijnberg as Director       For       For        Management
3.11  Reelect R. David Yost as Director         For       For        Management
4a    Ratify Deloitte AG as Auditors            For       For        Management
4b    Appoint Deloitte & Touche LLP as          For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal 2009/2010
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve CHF 407.4 Million Reduction in    For       For        Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting       For       For        Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)          For       Against    Management


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

Vanda Pharmaceuticals Inc.

Ticker:       VNDA           Security ID:  921659108
Meeting Date: JUN 3, 2010    Meeting Type: Annual
Record Date:  APR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard H. Pien             For       For        Management
1.2   Elect Director H. Thomas Watkins          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Walgreen Co.

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

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


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

Wyeth

Ticker:       WYE            Security ID:  983024100
Meeting Date: JUL 20, 2009   Meeting Type: Annual
Record Date:  JUN 5, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Robert M. Amen             For       Against    Management
3.2   Elect Director Michael J. Critelli        For       Against    Management
3.3   Elect Director Frances D. Fergusson       For       For        Management
3.4   Elect Director Victor F. Ganzi            For       Against    Management
3.5   Elect Director Robert Langer              For       For        Management
3.6   Elect Director John P. Mascotte           For       Against    Management
3.7   Elect Director Raymond J. McGuire         For       Against    Management
3.8   Elect Director Mary Lake Polan            For       For        Management
3.9   Elect Director Bernard Poussot            For       For        Management
3.10  Elect Director Gary L. Rogers             For       Against    Management
3.11  Elect Director John R. Torell III         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political Contributions         Against   For        Shareholder
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings




==================== OPPENHEIMER SMALL- & MID- CAP VALUE FUND ==================

Abercrombie & Fitch Co.

Ticker:       ANF            Security ID:  002896207
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward F. Limato           For       Against    Management
2     Elect Director Robert A. Rosholt          For       Against    Management
3     Elect Director Craig R. Stapleton         For       Against    Management
4     Elect Director Elizabeth M. Lee           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       Against    Management
7     Require Independent Board Chairman        Against   For        Shareholder
8     Declassify the Board of Directors         Against   For        Shareholder
9     Adopt ILO Based Code of Conduct           Against   For        Shareholder


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

ACE Limited

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 31, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Robert Hernandez as Director        For       For        Management
1.2   Elect Peter Menikoff as Director          For       For        Management
1.3   Elect Robert Ripp as Director             For       For        Management
1.4   Elect Theodore Shasta as Director         For       For        Management
2     Amend Articles Re: Treatment of           For       For        Management
      Abstentions and Broker Non-Votes
3.1   Approve Annual Report                     For       For        Management
3.2   Accept Statutory Financial Statements     For       For        Management
3.3   Accept Consolidated Financial Statements  For       For        Management
4     Approve Allocation of Income and Omission For       For        Management
      of Dividends
5     Approve Discharge of Board and Senior     For       For        Management
      Management
6     Approve Creation of CHF 4.4 Billion Pool  For       For        Management
      of Capital without Preemptive Rights
7.1   Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors
7.2   Ratify PricewaterhouseCoopers LLC as      For       For        Management
      Independent Registered Public Accounting
      Firm
7.3   Ratify BDO AG as Special Auditors         For       For        Management
8     Amend 2004 Long-Term Incentive Plan       For       Against    Management
9     Approve Reduction in Share Capital and    For       For        Management
      Capital Repayment of $1.32 per Share


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

Advance Auto Parts Inc

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Bergstrom          For       For        Management
1.2   Elect Director John C. Brouillard         For       For        Management
1.3   Elect Director Fiona P. Dias              For       For        Management
1.4   Elect Director Frances X. Frei            For       For        Management
1.5   Elect Director Darren R. Jackson          For       For        Management
1.6   Elect Director William S. Oglesby         For       For        Management
1.7   Elect Director J. Paul Raines             For       For        Management
1.8   Elect Director Gilbert T. Ray             For       Withhold   Management
1.9   Elect Director Carlos A. Saladrigas       For       For        Management
1.10  Elect Director Francesca M. Spinelli      For       For        Management
2     Ratify Auditors                           For       For        Management


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

Aetna Inc.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank M. Clark             For       Against    Management
2     Elect Director Betsy Z. Cohen             For       Against    Management
3     Elect Director Molly J. Coye              For       For        Management
4     Elect Director Roger N. Farah             For       Against    Management
5     Elect Director Barbara Hackman Franklin   For       Against    Management
6     Elect Director Jeffrey E. Garten          For       Against    Management
7     Elect Director Earl G. Graves             For       For        Management
8     Elect Director Gerald Greenwald           For       For        Management
9     Elect Director Ellen M. Hancock           For       For        Management
10    Elect Director Richard J. Harrington      For       For        Management
11    Elect Director Edward J. Ludwig           For       For        Management
12    Elect Director Joseph P. Newhouse         For       For        Management
13    Elect Director Ronald A. Williams         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Approve Omnibus Stock Plan                For       For        Management
16    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
17    Amend Executive Incentive Bonus Plan      For       For        Management
18    Provide for Cumulative Voting             Against   Against    Shareholder
19    Require Independent Board Chairman        Against   For        Shareholder


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

Affiliated Managers Group, Inc.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 8, 2010    Meeting Type: Annual
Record Date:  APR 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel T. Byrne            For       For        Management
1.2   Elect Director Dwight D. Churchill        For       For        Management
1.3   Elect Director Sean M. Healey             For       For        Management
1.4   Elect Director Harold J. Meyerman         For       For        Management
1.5   Elect Director William J. Nutt            For       For        Management
1.6   Elect Director Rita M. Rodriguez          For       For        Management
1.7   Elect Director Patrick T. Ryan            For       For        Management
1.8   Elect Director Jide J. Zeitlin            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

Agilent Technologies, Inc.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2010    Meeting Type: Annual
Record Date:  JAN 6, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Paul N. Clark              For       For        Management
2     Elect Director James G. Cullen            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

AIRCASTLE LTD

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Allen            For       For        Management
1.2   Elect Director Douglas A. Hacker          For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

Allegheny Energy, Inc.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Furlong Baldwin            For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr     For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Christopher D. Pappas      For       For        Management
1.8   Elect Director Steven H. Rice             For       For        Management
1.9   Elect Director Gunnar E. Sarsten          For       For        Management
1.10  Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Independent Board Chairman        Against   For        Shareholder


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

Alpha Natural Resources, Inc.

Ticker:       ANR            Security ID:  02076X102
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Quillen         For       For        Management
1.2   Elect Director William J. Crowley Jr.     For       For        Management
1.3   Elect Director Kevin S. Crutchfield       For       For        Management
1.4   Elect Director E. Linn Draper, Jr.        For       For        Management
1.5   Elect Director Glenn A. Eisenberg         For       For        Management
1.6   Elect Director John W. Fox, Jr.           For       For        Management
1.7   Elect Director P. Michael Giftos          For       For        Management
1.8   Elect Director Joel Richards, III         For       For        Management
1.9   Elect Director James F. Roberts           For       For        Management
1.10  Elect Director Ted G. Wood                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

Amphenol Corporation

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stanley L. Clark           For       For        Management
1.2   Elect Director Andrew E. Lietz            For       For        Management
1.3   Elect Director Martin H. Loeffler         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Aon Corporation

Ticker:       AON            Security ID:  037389103
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     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       For        Management
7     Elect Director R. Eden Martin             For       Against    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


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

Assurant, Inc.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard L. Carver           For       For        Management
1.2   Elect Director Juan N. Cento              For       For        Management
1.3   Elect Director Allen R. Freedman          For       For        Management
1.4   Elect Director Elaine D. Rosen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Amend Omnibus Stock Plan                  For       For        Management


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

ASSURED GUARANTY LTD

Ticker:       AGO            Security ID:  G0585R106
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Neil Baron as Director              For       For        Management
1.2   Elect G. Lawrence Buhl as Director        For       For        Management
1.3   Elect Dominic J. Frederico as Director    For       For        Management
2.1   Amend Articles Re: Companies Amendment    For       For        Management
      Act 2006
2.2   Amend Articles Re: Corporate Governance   For       For        Management
      Amendments
3     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
4.1.1 Elect Howard Albert as Subsidiary         For       For        Management
      Director
4.1.2 Elect Robert A. Bailenson as Director of  For       For        Management
      Assured Guaranty Re Ltd
4.1.3 Elect Russell Brewer as Director of       For       For        Management
      Assured Guaranty Re Ltd
4.1.4 Elect Gary Burnet as Director of Assured  For       For        Management
      Guaranty Re Ltd
4.1.5 Elect Dominic J. Frederico as Director of For       For        Management
      Assured Guaranty Re Ltd
4.1.6 Elect Sean McCarthy as Director of        For       For        Management
      Assured Guaranty Re Ltd
4.1.7 Elect James M. Michener as Director of    For       For        Management
      Assured Guaranty Re Ltd
4.1.8 Elect Robert B. Mills as Director of      For       For        Management
      Assured Guaranty Re Ltd
4.1.9 Elect Kevin Pearson as Director of        For       For        Management
      Assured Guaranty Re Ltd
4.110 Elect Andrew Pickering as Director of     For       For        Management
      Assured Guaranty Re Ltd
4.2   Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors of Assured Guaranty Re Ltd.
4.3   Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors of Asuured Guaranty Ireland
      Holdings Ltd.


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

Bally Technologies, Inc

Ticker:       BYI            Security ID:  05874B107
Meeting Date: DEC 2, 2009    Meeting Type: Annual
Record Date:  OCT 13, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David Robbins              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

Bed Bath & Beyond Inc.

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

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


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

BioMed Realty Trust, Inc.

Ticker:       BMR            Security ID:  09063H107
Meeting Date: MAY 26, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alan D. Gold               For       For        Management
1.2   Elect Director Barbara R. Cambon          For       For        Management
1.3   Elect Director Edward A. Dennis           For       For        Management
1.4   Elect Director Richard I. Gilchrist       For       For        Management
1.5   Elect Director Gary A. Kreitzer           For       Withhold   Management
1.6   Elect Director Theodore D. Roth           For       For        Management
1.7   Elect Director M. Faye Wilson             For       For        Management
2     Ratify Auditors                           For       For        Management


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

Biovail Corporation

Ticker:       BVF            Security ID:  09067J109
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Douglas J.P. Squires as Director    For       For        Management
1.2   Elect J. Spencer Lanthier as Director     For       For        Management
1.3   Elect Serge Gouin as Director             For       For        Management
1.4   Elect David H. Laidley as Director        For       For        Management
1.5   Elect Mark Parrish as Director            For       For        Management
1.6   Elect Laurence E. Paul as Director        For       For        Management
1.7   Elect Robert N. Power as Director         For       For        Management
1.8   Elect Frank Potter as Director            For       For        Management
1.9   Elect Lloyd M. Segal as Director          For       For        Management
1.10  Elect Louis R. Tull as Director           For       For        Management
1.11  Elect Michael R. Van Every as Director    For       For        Management
1.12  Elect William M. Wells as Director        For       For        Management
2     Approve Ernst & Young LLP as Auditors and For       For        Management
      Authorize Board to Fix Their Remuneration


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

Brinker International, Inc.

Ticker:       EAT            Security ID:  109641100
Meeting Date: OCT 29, 2009   Meeting Type: Annual
Record Date:  SEP 1, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas H. Brooks          For       For        Management
1.2   Elect Director Harriet Edelman            For       For        Management
1.3   Elect Director Marvin J. Girouard         For       For        Management
1.4   Elect Director John W. Mims               For       For        Management
1.5   Elect Director George R. Mrkonic          For       For        Management
1.6   Elect Director Erle Nye                   For       For        Management
1.7   Elect Director Rosendo G. Parra           For       For        Management
1.8   Elect Director Cece Smith                 For       For        Management
2     Ratify Auditors                           For       For        Management


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

Burger King Holdings, Inc.

Ticker:       BKC            Security ID:  121208201
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 22, 2009

#     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       Withhold   Management
1.7   Elect Director Sanjeev K. Mehra           For       For        Management
1.8   Elect Director Brian T. Swette            For       For        Management
1.9   Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management


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

Cablevision Systems Corporation

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

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


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

Cabot Oil & Gas Corporation

Ticker:       COG            Security ID:  127097103
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David M. Carmichael        For       For        Management
1.2   Elect Director Robert L. Keiser           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Environmental Impacts of        Against   For        Shareholder
      Natural Gas Fracturing


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

Campbell Soup Co.

Ticker:       CPB            Security ID:  134429109
Meeting Date: NOV 19, 2009   Meeting Type: Annual
Record Date:  SEP 21, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edmund M. Carpenter        For       For        Management
1.2   Elect Director Paul R. Charron            For       For        Management
1.3   Elect Director Douglas R. Conant          For       For        Management
1.4   Elect Director Bennett Dorrance           For       For        Management
1.5   Elect Director Harvey Golub               For       For        Management
1.6   Elect Director Lawrence C. Karlson        For       For        Management
1.7   Elect Director Randall W. Larrimore       For       For        Management
1.8   Elect Director Mary Alice D. Malone       For       For        Management
1.9   Elect Director Sara Mathew                For       For        Management
1.10  Elect Director William D. Perez           For       For        Management
1.11  Elect Director Charles R. Perrin          For       For        Management
1.12  Elect Director A. Barry Rand              For       For        Management
1.13  Elect Director Nick Schreiber             For       For        Management
1.14  Elect Director Archbold D. Van Beuren     For       For        Management
1.15  Elect Director Les C. Vinney              For       For        Management
1.16  Elect Director Charlotte C. Weber         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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

Celanese Corporation

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

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


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

Charles River Laboratories International, Inc.

Ticker:       CRL            Security ID:  159864107
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 18, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James C. Foster            For       For        Management
1.2   Elect Director Nancy T. Chang             For       For        Management
1.3   Elect Director Stephen D. Chubb           For       For        Management
1.4   Elect Director Deborah T. Kochevar        For       For        Management
1.5   Elect Director George E. Massaro          For       For        Management
1.6   Elect Director George M. Milne, Jr.       For       For        Management
1.7   Elect Director C. Richard Reese           For       For        Management
1.8   Elect Director Douglas E. Rogers          For       For        Management
1.9   Elect Director Samuel O. Thier            For       For        Management
1.10  Elect Director William H. Waltrip         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Chico's FAS, Inc.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Verna K. Gibson            For       For        Management
2     Elect Director Betsy S. Atkins            For       For        Management
3     Elect Director David F. Dyer              For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


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

Chiquita Brands International, Inc.

Ticker:       CQB            Security ID:  170032809
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fernando Aguirre           For       For        Management
1.2   Elect Director Kerrii B. Anderson         For       For        Management
1.3   Elect Director Howard W. Barker, Jr.      For       For        Management
1.4   Elect Director William H. Camp            For       For        Management
1.5   Elect Director Robert W. Fisher           For       For        Management
1.6   Elect Director Clare M. Hasler            For       For        Management
1.7   Elect Director Durk I. Jager              For       For        Management
1.8   Elect Director Jaime Serra                For       For        Management
1.9   Elect Director Steven P. Stanbrook        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

Cleco Corporation

Ticker:       CNL            Security ID:  12561W105
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherian G. Cadoria         For       For        Management
1.2   Elect Director Richard B. Crowell         For       For        Management
1.3   Elect Director Michael H. Madison         For       For        Management
1.4   Elect Director W.l. Westbrook             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

CMS Energy Corporation

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayres          For       For        Management
1.2   Elect Director Jon E. Barfield            For       For        Management
1.3   Elect Director Stephen E. Ewing           For       For        Management
1.4   Elect Director Richard M. Gabrys          For       For        Management
1.5   Elect Director David W. Joos              For       For        Management
1.6   Elect Director Philip R. Lochner, Jr      For       For        Management
1.7   Elect Director Michael T. Monahan         For       For        Management
1.8   Elect Director John G. Russell            For       For        Management
1.9   Elect Director Kenneth L. Way             For       For        Management
1.10  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Quantitative GHG Goals for Products Against   For        Shareholder
      and Operations
4     Report on Coal Combustion Waste Hazard    Against   For        Shareholder
      and Risk Mitigation Efforts


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

Comerica Incorporated

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Ralph W. Babb, Jr.         For       For        Management
2     Elect Director James F. Cordes            For       For        Management
3     Elect Director Jacqueline P. Kane         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
6     Amend Omnibus Stock Plan                  For       Against    Management
7     Declassify the Board of Directors         For       For        Management
8     Eliminate Supermajority Vote Requirement  Against   For        Shareholder
9     Claw-back of Payments under Restatements  Against   For        Shareholder
10    Pay For Superior Performance              Against   For        Shareholder


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

CreXus Investment Corp.

Ticker:       CXS            Security ID:  226553105
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick Corcoran           For       For        Management
1.2   Elect Director Nancy Jo Kuenstner         For       For        Management
2     Ratify Auditors                           For       For        Management


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

DaVita Inc.

Ticker:       DVA            Security ID:  23918K108
Meeting Date: JUN 7, 2010    Meeting Type: Annual
Record Date:  APR 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Pamela M. Arway            For       For        Management
2     Elect Director Charles G. Berg            For       For        Management
3     Elect Director Willard W. Brittain, Jr.   For       For        Management
4     Elect Director Paul J. Diaz               For       For        Management
5     Elect Director Peter T. Grauer            For       For        Management
6     Elect Director John M. Nehra              For       For        Management
7     Elect Director William L. Roper           For       For        Management
8     Elect Director Kent J. Thiry              For       For        Management
9     Elect Director Roger J. Valine            For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide Right to Act by Written Consent   Against   For        Shareholder


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

Dole Food Company, Inc.

Ticker:       DOLE           Security ID:  256603101
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 25, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew J. Conrad           For       Withhold   Management
1.2   Elect Director Justin M. Murdock          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

Electronic Arts Inc.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 29, 2009   Meeting Type: Annual
Record Date:  JUN 8, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Leonard S. Coleman         For       For        Management
2     Elect Director Jeffrey T. Huber           For       For        Management
3     Elect Director Gary M. Kusin              For       For        Management
4     Elect Director Geraldine B. Laybourne     For       For        Management
5     Elect Director Gregory B. Maffei          For       For        Management
6     Elect Director Vivek Paul                 For       For        Management
7     Elect Director Lawrence F. Probst III     For       For        Management
8     Elect Director John S. Riccitiello        For       For        Management
9     Elect Director Richard A. Simonson        For       For        Management
10    Elect Director Linda J. Srere             For       For        Management
11    Approve Stock Option Exchange Program     For       For        Management
12    Amend Omnibus Stock Plan                  For       For        Management
13    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
14    Ratify Auditors                           For       For        Management


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

Energizer Holdings, Inc.

Ticker:       ENR            Security ID:  29266R108
Meeting Date: JAN 25, 2010   Meeting Type: Annual
Record Date:  NOV 20, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R. David Hoover            For       Withhold   Management
1.2   Elect Director John C. Hunter             For       For        Management
1.3   Elect Director John E. Klein              For       For        Management
1.4   Elect Director John R. Roberts            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ENSCO plc

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 25, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Thomas Kelly II as Class II         For       For        Management
      Director
2     Elect Rita Rodriguez as Class II Director For       For        Management
3     Appoint KPMG LLP as US Independent        For       For        Management
      Registered Public Accounting Firm for
      2010
4     Appoint KPMG Audit plc as Auditors and    For       For        Management
      Authorise Their Remuneration
5     Re-approve the Ensco 2005 Cash Incentive  For       For        Management
      Plan


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

EQT Corporation

Ticker:       EQT            Security ID:  26884L109
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  FEB 10, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vicky A. Bailey            For       For        Management
1.2   Elect Director Murry S. Gerber            For       For        Management
1.3   Elect Director George L. Miles, Jr.       For       For        Management
1.4   Elect Director James W. Whalen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Prepare Sustainability Report             Against   For        Shareholder


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

Everest Re Group LTD

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 19, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Kenneth J. Duffy as Director        For       For        Management
1.2   Elect Joseph V. Taranto as Director       For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Approve Omnibus Stock Plan                For       Against    Management


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

Fifth Street Finance Corp.

Ticker:       FSC            Security ID:  31678A103
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Richard P. Dutkiewicz      For       For        Management
2     Elect Director Frank C. Meyer             For       For        Management
3     Elect Director Douglas F. Ray             For       For        Management
4     Ratify Auditors                           For       For        Management
5     Increase Authorized Common Stock          For       For        Management
6     Removal of Authority to Issue Shares of   For       For        Management
      Series  A Preferred Stock


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

Fifth Third Bancorp

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darryl F. Allen            For       For        Management
1.2   Elect Director Ulysses L. Bridgeman, Jr.  For       For        Management
1.3   Elect Director Emerson L. Brumback        For       For        Management
1.4   Elect Director James P. Hackett           For       For        Management
1.5   Elect Director Gary R. Heminger           For       For        Management
1.6   Elect Director Jewell D. Hoover           For       For        Management
1.7   Elect Director Kevin T. Kabat             For       For        Management
1.8   Elect Director Mitchel D. Livingston, PhD For       For        Management
1.9   Elect Director Hendrik G. Meijer          For       For        Management
1.10  Elect Director John J. Schiff, Jr.        For       For        Management
1.11  Elect Director Dudley S. Taft             For       For        Management
1.12  Elect Director Marsha C. Williams         For       For        Management
2     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
3     Eliminate Cumulative Voting               For       For        Management
4     Permit Board to Amend Bylaws Without      For       For        Management
      Shareholder Consent
5     Advisory Vote to Ratify Named Executive   For       For        Management
      Officers' Compensation
6     Ratify Auditors                           For       For        Management
7     Require Independent Board Chairman        Against   Against    Shareholder


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

First Quantum Minerals Ltd.

Ticker:       FM             Security ID:  335934105
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  APR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Philip K.R. Pascall as Director     For       For        Management
1.2   Elect G. Clive Newall as Director         For       For        Management
1.3   Elect Martin Rowley as Director           For       For        Management
1.4   Elect Rupert Pennant-Rea as Director      For       For        Management
1.5   Elect Andrew Adams as Director            For       For        Management
1.6   Elect Michael Martineau as Director       For       For        Management
1.7   Elect Peter St. George as Director        For       For        Management
1.8   Elect Paul Brunner as Director            For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive Compensation   For       For        Management
      Approach


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

Foster Wheeler AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: MAY 5, 2010    Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Reelect Eugene Atkinson as Director       For       For        Management
1.2   Reelect Steven Demetriou                  For       For        Management
1.3   Reelect Stephanie Hanbury-Brown as        For       For        Management
      Director
1.4   Elect Robert Flexon as Director           For       For        Management
2     Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors
3     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Independent Registered Public Accounting
      Firm
4     Accept Financial Statements and Statutory For       For        Management
      Reports, Allocation of Income
5     Approve Discharge of Board and Senior     For       For        Management
      Management
6     Approve Release of Additional Paid-In     For       For        Management
      Capital from Capital Contribution to
      Reserves
7     Change Location of Registered Office to   For       For        Management
      Baar, Switzerland
8     Amend Articles Re: Eliminate Requirement  For       For        Management
      to List Citizenship of Shareholders in
      Share Register
9     Amend Articles Re: Share Certificates due For       For        Management
      to New Swiss Federal Act on Intermediated
      Securities
10    Transact Other Business (Voting)          For       Against    Management


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

Foster Wheeler AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: NOV 4, 2009    Meeting Type: Special
Record Date:  SEP 11, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Election Of Director: Clayton C. Daley,   For       For        Management
      Jr.
2     In The Event Counterproposals,            For       Against    Management
      Alterations Or Amendments Of The agenda
      Items Or Other Matters Are Raised At The
      Extraordinary general Meeting, I Instruct
      The Appointed Proxies To Vote As follows.


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

General Cable Corp.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John E. Welsh, III         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Provide Directors Be Removed With or      For       For        Management
      Without Cause
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

Genworth Financial, Inc.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven W. Alesio           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert "Bob" Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Christine B. Mead          For       For        Management
7     Elect Director Thomas E. Moloney          For       For        Management
8     Elect Director James A. Parke             For       For        Management
9     Elect Director James S. Riepe             For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management


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

Goodrich Corporation

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

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


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

Hospira, Inc.

Ticker:       HSP            Security ID:  441060100
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Connie R. Curran           For       For        Management
2     Elect Director Heino von Prondzynski      For       For        Management
3     Elect Director Mark F. Wheeler            For       For        Management
4     Ratify Auditors                           For       For        Management


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

Intrepid Potash, Inc.

Ticker:       IPI            Security ID:  46121Y102
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 24, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. Landis Martin           For       For        Management
1.2   Elect Director Barth E. Whitham           For       For        Management
2     Ratify Auditors                           For       For        Management


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

Invesco Ltd. (formerly INVESCO plc)

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Joseph R. Canion as Director        For       For        Management
1.2   Elect Edward P. Lawrence as Director      For       For        Management
1.3   Elect James I. Robertson as Director      For       For        Management
1.4   Elect Phoebe A. Wood as Director          For       For        Management
2     Ratify Ernst & Young LLP as Auditors      For       For        Management


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

Investment Technology Group, Inc.

Ticker:       ITG            Security ID:  46145F105
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Burdett         For       For        Management
1.2   Elect Director Christopher V. Dodds       For       For        Management
1.3   Elect Director Robert C. Gasser           For       For        Management
1.4   Elect Director Timothy L. Jones           For       For        Management
1.5   Elect Director Kevin J.p. O'hara          For       For        Management
1.6   Elect Director Maureen O'hara             For       For        Management
1.7   Elect Director Steven S. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

J.B. Hunt Transport Services, Inc.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: APR 28, 2010   Meeting Type: Annual
Record Date:  FEB 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Douglas G. Duncan          For       For        Management
2     Elect Director Sharilyn S. Gasaway        For       For        Management
3     Elect Director Coleman H. Peterson        For       For        Management
4     Elect Director James L. Robo              For       For        Management
5     Elect Director Wayne Garrison             For       For        Management
6     Elect Director Gary C. George             For       For        Management
7     Elect Director Bryan Hunt                 For       For        Management
8     Ratify Auditors                           For       For        Management


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

KeyCorp

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William G. Bares           For       For        Management
1.2   Elect Director Joseph A. Carrabba         For       For        Management
1.3   Elect Director Carol A. Cartwright        For       For        Management
1.4   Elect Director Alexander M. Cutler        For       For        Management
1.5   Elect Director Elizabeth R. Gile          For       For        Management
1.6   Elect Director Ruth Ann M. Gillis         For       For        Management
1.7   Elect Director Kristen L. Manos           For       For        Management
1.8   Elect Director Eduardo R. Menascata-      For       For        Management
1.9   Elect Director Henry L. Meyer III         For       For        Management
1.10  Elect Director Edward W. Stack            For       For        Management
1.11  Elect Director Thomas C. Stevens          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Voting Rights of Series B Preferred For       For        Management
      Stock
4     Ratify Auditors                           For       For        Management
5     Advisory Vote to Ratify Named Executive   For       Against    Management
      Officer's Compensation


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

Lam Research Corporation

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 5, 2009    Meeting Type: Annual
Record Date:  SEP 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Grant M. Inman             For       For        Management
1.6   Elect Director Catherine P. Lego          For       For        Management
1.7   Elect Director Stephen G. Newberry        For       For        Management
1.8   Elect Director Patricia S. Wolpert        For       For        Management
2     Eliminate Cumulative Voting               For       For        Management
3     Ratify Auditors                           For       For        Management


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

Lear Corporation

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 22, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Auditors                           For       For        Management


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

LSI Corp

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles A. Haggerty        For       For        Management
2     Elect Director Richard S. Hill            For       For        Management
3     Elect Director John H.f. Miner            For       For        Management
4     Elect Director Arun Netravali             For       For        Management
5     Elect Director Matthew J. O Rourke        For       For        Management
6     Elect Director Gregorio Reyes             For       For        Management
7     Elect Director Michael G. Strachan        For       For        Management
8     Elect Director Abhijit Y. Talwalkar       For       For        Management
9     Elect Director Susan M. Whitney           For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

Martin Marietta Materials, Inc.

Ticker:       MLM            Security ID:  573284106
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Howard Nye              For       For        Management
1.2   Elect Director Laree E. Perez             For       For        Management
1.3   Elect Director Dennis L. Rediker          For       For        Management
2     Ratify Auditors                           For       For        Management


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

Marvell Technology Group Ltd

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUL 10, 2009   Meeting Type: Annual
Record Date:  MAY 19, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Elect Sehat Sutardja as Director          For       For        Management
1b    Elect Pantas Sutardja as Director         For       For        Management
2     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors and Authorize Board to Fix Their
      Remuneration


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

Mattel, Inc.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Dolan           For       Against    Management
1.2   Elect Director Robert A. Eckert           For       Against    Management
1.3   Elect Director Frances D. Fergusson       For       Against    Management
1.4   Elect Director Tully M. Friedman          For       Against    Management
1.5   Elect Director Dominic Ng                 For       Against    Management
1.6   Elect Director Vasant M. Prabhu           For       Against    Management
1.7   Elect Director Andrea L. Rich             For       Against    Management
1.8   Elect Director Ronald L. Sargent          For       Against    Management
1.9   Elect Director Dean A. Scarborough        For       Against    Management
1.10  Elect Director Christopher A. Sinclair    For       Against    Management
1.11  Elect Director G. Craig Sullivan          For       Against    Management
1.12  Elect Director Kathy Brittain White       For       Against    Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

McAfee, Inc.

Ticker:       MFE            Security ID:  579064106
Meeting Date: JUN 17, 2010   Meeting Type: Annual
Record Date:  APR 27, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Thomas E. Darcy            For       For        Management
2     Elect Director  Denis J. O'Leary          For       For        Management
3     Elect Director Robert W. Pangia           For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
6     Ratify Auditors                           For       For        Management


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

Mohawk Industries, Inc.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 11, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Phyllis O. Bonanno         For       For        Management
1.2   Elect Director David L. Kolb              For       Withhold   Management
1.3   Elect Director Joseph A. Onorato          For       For        Management
1.4   Elect Director W. Christopher Wellborn    For       For        Management
2     Ratify Auditors                           For       For        Management


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

Molson Coors Brewing Company

Ticker:       TAP            Security ID:  60871R209
Meeting Date: JUN 2, 2010    Meeting Type: Annual
Record Date:  APR 5, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors John E. Cleghorn          For       For        Management
1.2   Elect Directors Charles M. Herington      For       Withhold   Management
1.3   Elect Directors David P. O'Brien          For       Withhold   Management


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

Motorola, Inc.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory Q. Brown           For       Against    Management
2     Elect Director David W. Dorman            For       Against    Management
3     Elect Director William R. Hambrecht       For       Against    Management
4     Elect Director Sanjay K. Jha              For       Against    Management
5     Elect Director Keith A. Meister           For       Against    Management
6     Elect Director Thomas J. Meredith         For       Against    Management
7     Elect Director Samuel C. Scott III        For       Against    Management
8     Elect Director James R. Stengel           For       Against    Management
9     Elect Director Anthony J. Vinciquerra     For       Against    Management
10    Elect Director Douglas A. Warner III      For       Against    Management
11    Elect Director John A. White              For       Against    Management
12    Advisory Vote to Ratify Named Executive   For       Against    Management
      Officers' Compensation
13    Ratify Auditors                           For       For        Management
14    Amend Human Rights Policies               Against   Abstain    Shareholder
15    Reincorporate in Another State [from      Against   For        Shareholder
      Delaware to North Dakota]


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

Navistar International Corp.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 16, 2010   Meeting Type: Annual
Record Date:  JAN 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugenio Clariond           For       For        Management
1.2   Elect Director Diane H. Gulyas            For       For        Management
1.3   Elect Director William H. Osborne         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

NewAlliance Bancshares, Inc.

Ticker:       NAL            Security ID:  650203102
Meeting Date: APR 20, 2010   Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carlton L. Highsmith       For       For        Management
1.2   Elect Director Joseph H. Rossi            For       For        Management
1.3   Elect Director Nathaniel D. Woodson       For       For        Management
1.4   Elect Director Joseph A. Zaccagnino       For       For        Management
2     Ratify Auditors                           For       For        Management


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

NII Holdings, Inc.

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

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


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

Noble Energy, Inc.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 9, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Jeffrey L. Berenson        For       Against    Management
2     Elect Director Michael A. Cawley          For       For        Management
3     Elect Director Edward F. Cox              For       Against    Management
4     Elect Director Charles D. Davidson        For       For        Management
5     Elect Director Thomas J. Edelman          For       For        Management
6     Elect Director Eric P. Grubman            For       For        Management
7     Elect Director Kirby L. Hedrick           For       Against    Management
8     Elect Director Scott D. Urban             For       For        Management
9     Elect Director William T. Van Kleef       For       For        Management
10    Ratify Auditors                           For       For        Management


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

NRG Energy Inc

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 21, 2009   Meeting Type: Proxy Contest
Record Date:  JUN 15, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
5     Ratify Auditors                           For       For        Management
6     Report on Carbon Principles               Against   Against    Shareholder
7     Change Size of Board of Directors         Against   Against    Shareholder
8     Repeal Amendments Adopted Without         Against   Against    Shareholder
      Stockholder Approval After February 26,
      2008
1.1   Elect Director Betsy S. Atkins            For       Did Not    Shareholder
                                                          Vote
1.2   Elect Director Ralph E. Faison            For       Did Not    Shareholder
                                                          Vote
1.3   Elect Director Coleman Peterson           For       Did Not    Shareholder
                                                          Vote
1.4   Elect Director Thomas C. Wajnert          For       Did Not    Shareholder
                                                          Vote
2     Change Size of Board of Directors         For       Did Not    Shareholder
                                                          Vote
3     Elect Director Donald DeFosset            For       Did Not    Shareholder
                                                          Vote
4     Elect Director Richard H. Koppes          For       Did Not    Shareholder
                                                          Vote
5     Elect Director John M. Albertine          For       Did Not    Shareholder
                                                          Vote
6     Elect Director Marjorie L. Bowen          For       Did Not    Shareholder
                                                          Vote
7     Elect Director Ralph G. Wellington        For       Did Not    Shareholder
                                                          Vote
8     Repeal Amendments Adopted Without         For       Did Not    Shareholder
      Stockholder Approval After February 26,             Vote
      2008
9     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
10    Amend Executive Incentive Bonus Plan      For       Did Not    Management
                                                          Vote
11    Adopt Majority Voting for Uncontested     For       Did Not    Management
      Election of Directors                               Vote
12    Ratify Auditors                           For       Did Not    Management
                                                          Vote
13    Report on Carbon Principles               None      Did Not    Shareholder
                                                          Vote


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

NV Energy, Inc.

Ticker:       NVE            Security ID:  67073Y106
Meeting Date: MAY 4, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Brian J. Kennedy           For       For        Management
1.2   Elect Director John F. O'Reilly           For       For        Management
1.3   Elect Director Michael W. Yackira         For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder


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

Owens-Illinois, Inc.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jay L. Geldmacher          For       For        Management
1.2   Elect Director Albert P.l. Stroucken      For       For        Management
1.3   Elect Director Dennis K. Williams         For       For        Management
1.4   Elect Director Thomas L. Young            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Phillips-Van Heusen Corporation

Ticker:       PVH            Security ID:  718592108
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Baglivo               For       For        Management
1.2   Elect Director Emanuel Chirico            For       For        Management
1.3   Elect Director Edward H. Cohen            For       For        Management
1.4   Elect Director Joseph B. Fuller           For       For        Management
1.5   Elect Director Fred Gehring               For       For        Management
1.6   Elect Director Margaret L. Jenkins        For       For        Management
1.7   Elect Director David Landau               For       For        Management
1.8   Elect Director Bruce Maggin               For       For        Management
1.9   Elect Director V. James Marino            For       For        Management
1.10  Elect Director Henry Nasella              For       For        Management
1.11  Elect Director Rita M. Rodriguez          For       For        Management
1.12  Elect Director Craig Rydin                For       For        Management
1.13  Elect Director Christian Stahl            For       For        Management
2     Ratify Auditors                           For       For        Management


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

Pinnacle Entertainment, Inc.

Ticker:       PNK            Security ID:  723456109
Meeting Date: MAY 11, 2010   Meeting Type: Proxy Contest
Record Date:  MAR 15, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Stephen C. Comer           For       For        Management
2     Elect Director John V. Giovenco           For       For        Management
3     Elect Director Richard J. Goeglein        For       For        Management
4     Elect Director Ellis Landau               For       For        Management
5     Elect Director Bruce A. Leslie            For       For        Management
6     Elect Director James L. Martineau         For       For        Management
7     Elect Director Michael Ornest             For       For        Management
8     Elect Director Lynn P. Reitnouer          For       For        Management
9     Elect Director Anthony M. Sanfilippo      For       For        Management
10    Amend Omnibus Stock Plan                  For       For        Management
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
1     Elect Director Stephen C. Comer           None      Did Not    Shareholder
                                                          Vote
2     Elect Director John V. Giovenco           None      Did Not    Shareholder
                                                          Vote
3     Elect Director Richard J. Goeglein        None      Did Not    Shareholder
                                                          Vote
4     Elect Director Ellis Landau               None      Did Not    Shareholder
                                                          Vote
5     Elect Director Bruce A. Leslie            None      Did Not    Shareholder
                                                          Vote
6     Elect Director James L. Martineau         None      Did Not    Shareholder
                                                          Vote
7     Elect Director Michael Ornest             None      Did Not    Shareholder
                                                          Vote
8     Elect Director Lynn P. Reitnouer          None      Did Not    Shareholder
                                                          Vote
9     Elect Director Anthony M. Sanfilippo      None      Did Not    Shareholder
                                                          Vote
10    Amend Omnibus Stock Plan                  None      Did Not    Management
                                                          Vote
11    Ratify Auditors                           None      Did Not    Management
                                                          Vote
12    Advisory Vote to Ratify Named Executive   For       Did Not    Shareholder
      Officers' Compensation                              Vote


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

ProLogis

Ticker:       PLD            Security ID:  743410102
Meeting Date: MAY 14, 2010   Meeting Type: Annual
Record Date:  MAR 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen L. Feinberg        For       For        Management
1.2   Elect Director George L. Fotiades         For       For        Management
1.3   Elect Director Christine N. Garvey        For       For        Management
1.4   Elect Director Lawrence V. Jackson        For       For        Management
1.5   Elect Director Donald P. Jacobs           For       For        Management
1.6   Elect Director Irving F. Lyons, III       For       For        Management
1.7   Elect Director Walter C. Rakowich         For       For        Management
1.8   Elect Director D. Michael Steuert         For       For        Management
1.9   Elect Director J. Andre Teixeira          For       For        Management
1.10  Elect Director Andrea M. Zulberti         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Stock Option Exchange Program     For       For        Management
4     Ratify Auditors                           For       For        Management


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

Range Resources Corporation

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

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


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

Seagate Technology

Ticker:       STX            Security ID:  G7945J104
Meeting Date: OCT 28, 2009   Meeting Type: Annual
Record Date:  SEP 4, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1a    Elect Stephen J. Luczo as Director        For       For        Management
1b    Election Frank J. Biondi, Jr. as Director For       For        Management
1c    Election William W. Bradley as Director   For       For        Management
1d    Election David F. Marquardt as Director   For       For        Management
1e    Election Lydia M. Marshall as Director    For       For        Management
1f    Election Albert A. Pimentel as Director   For       For        Management
1g    Election C.S. Park as Director            For       For        Management
1h    Election Gregorio Reyes as Director       For       For        Management
1i    Election John W. Thompson as Director     For       For        Management
1j    Election Edward J. Zander as Director     For       For        Management
2     Increase Number of Shares Reserved Under  For       For        Management
      Seagate Technology's Employee Stock
      Purchase Plan in the Amount of 10 Million
      Shares
3     Approve Employee Stock Option Exchange    For       Against    Management
      Program
4     Ratify Ernst & Young LLP as Auditors      For       For        Management
5     Transact Other Business (Non-Voting)      None      None       Management


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

Seagate Technology

Ticker:       STX            Security ID:  G7945J104
Meeting Date: APR 14, 2010   Meeting Type: Special
Record Date:  MAR 4, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approval Of The Scheme Of Arrangement, A  For       For        Management
      Copy Of Which Is attached To The
      Accompanying Proxy Statement As Annex  A
      .
2     Approval Of A Motion To Adjourn The       For       For        Management
      Special Meeting To A Later Date To
      Solicit Additional Proxies If There Are
      Insufficient Proxies Or Shareholders
1     Approval Of The Cancellation Of           For       For        Management
      Seagate-Cayman's Share Capital,which Is
      Necessary In Order To Effect The Scheme
      Of Arrangement and Is A Condition To
      Proceeding With The Scheme Of
      Arrangement(the  Capital Reduction
      Proposal ).
2     Approval Of The Creation Of Distributable For       For        Management
      Reserves Of Seagate-Ireland Which Are
      Required Under Irish Law In Order To
      Permit Us To Pay Dividends And Repurchase
      Or Redeem Shares
3     Approval Of A Motion To Adjourn The       For       For        Management
      Meeting To A Later Date To Solicit
      Additional Proxies If There Are
      Insufficient Proxies Or Shareholders, All
      As More Fully Described In Proxy
      Statement


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

Shire plc

Ticker:                      Security ID:  82481R106
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 23, 2010

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


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

Starwood Property Trust, Inc.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Bronson         For       For        Management
1.2   Elect Director Jeffrey F. DiModica        For       For        Management
1.3   Elect Director Jeffrey D. Dishner         For       For        Management
1.4   Elect Director Camille J. Douglas         For       For        Management
1.5   Elect Director Ellis F. Rinaldi           For       For        Management
1.6   Elect Director Barry S. Sternlicht        For       For        Management
1.7   Elect Director Strauss Zelnick            For       For        Management
2     Ratify Auditors                           For       For        Management


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

TeleTech Holdings, Inc.

Ticker:       TTEC           Security ID:  879939106
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kenneth D. Tuchman         For       For        Management
1.2   Elect Director James E. Barlett           For       For        Management
1.3   Elect Director William Linnenbringer      For       For        Management
1.4   Elect Director Ruth C. Lipper             For       For        Management
1.5   Elect Director Shrikant Mehta             For       For        Management
1.6   Elect Director Anjan Mukherjee            For       For        Management
1.7   Elect Director Robert M. Tarola           For       For        Management
1.8   Elect Director Shirley Young              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

Teradyne, Inc.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 28, 2010   Meeting Type: Annual
Record Date:  APR 1, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James W. Bagley            For       For        Management
2     Elect Director Michael A. Bradley         For       For        Management
3     Elect Director Albert Carnesale           For       For        Management
4     Elect Director Edwin J. Gillis            For       For        Management
5     Elect Director Paul J. Tufano             For       For        Management
6     Elect Director Roy A. Vallee              For       For        Management
7     Elect Director Patricia S. Wolpert        For       For        Management
8     Ratify Auditors                           For       For        Management


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

The Goodyear Tire & Rubber Company

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 13, 2010   Meeting Type: Annual
Record Date:  FEB 16, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James C. Boland            For       For        Management
2     Elect Director James A. Firestone         For       For        Management
3     Elect Director Robert J. Keegan           For       For        Management
4     Elect Director Richard J. Kramer          For       For        Management
5     Elect Director W. Alan McCollough         For       For        Management
6     Elect Director Denise M. Morrison         For       For        Management
7     Elect Director Rodney O'Neal              For       For        Management
8     Elect Director Shirley D. Peterson        For       For        Management
9     Elect Director Stephanie A. Streeter      For       For        Management
10    Elect Director G. Craig Sullivan          For       For        Management
11    Elect Director Thomas H. Weidemeyer       For       For        Management
12    Elect Director Michael R. Wessel          For       For        Management
13    Ratify Auditors                           For       For        Management


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

The Gymboree Corporation

Ticker:       GYMB           Security ID:  403777105
Meeting Date: JUN 8, 2010    Meeting Type: Annual
Record Date:  APR 13, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Blair W. Lambert           For       For        Management
1.2   Elect Director Daniel R. Lyle             For       For        Management
1.3   Elect Director Scott A. Ryles             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

The Kroger Co.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2010   Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Reuben V. Anderson         For       For        Management
2     Elect Director Robert D. Beyer            For       For        Management
3     Elect Director David B. Dillon            For       For        Management
4     Elect Director Susan J. Kropf             For       For        Management
5     Elect Director John T. LaMacchia          For       For        Management
6     Elect Director David B. Lewis             For       For        Management
7     Elect Director W. Rodney McMullen         For       For        Management
8     Elect Director Jorge P. Montoya           For       For        Management
9     Elect Director Clyde R. Moore             For       For        Management
10    Elect Director Susan M. Phillips          For       For        Management
11    Elect Director Steven R. Rogel            For       For        Management
12    Elect Director James A. Runde             For       For        Management
13    Elect Director Ronald L. Sargent          For       For        Management
14    Elect Director Bobby S. Shackouls         For       For        Management
15    Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
16    Ratify Auditors                           For       For        Management
17    Report on Climate Change                  Against   For        Shareholder


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

Thermo Fisher Scientific Inc.

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

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


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

Time Warner Cable Inc.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Carole Black               For       Against    Management
2     Elect Director Glenn A. Britt             For       For        Management
3     Elect Director Thomas H. Castro           For       Against    Management
4     Elect Director David C. Chang             For       For        Management
5     Elect Director James E. Copeland, Jr.     For       For        Management
6     Elect Director Peter R. Haje              For       Against    Management
7     Elect Director Donna A. James             For       For        Management
8     Elect Director Don Logan                  For       For        Management
9     Elect Director N.J. Nicholas, Jr.         For       Against    Management
10    Elect Director Wayne H. Pace              For       For        Management
11    Elect Director Edward D. Shirley          For       For        Management
12    Elect Director John E. Sununu             For       For        Management
13    Ratification Of Auditors                  For       For        Management


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

Tyco International Ltd.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 10, 2010   Meeting Type: Annual
Record Date:  JAN 11, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports for Fiscal 2008/2009
2     Approve Discharge of Board and Senior     For       For        Management
      Management
3.1   Reelect Edward Breen as Director          For       For        Management
3.2   Elect Michael Daniels as Director         For       For        Management
3.3   Reelect Timothy Donahue as Director       For       For        Management
3.4   Reelect Brian Duperreault as Director     For       For        Management
3.5   Reelect Bruce Gordon as Director          For       For        Management
3.6   Reelect Rajiv Gupta as Director           For       For        Management
3.7   Reelect John Krol as Director             For       For        Management
3.8   Reelect Brendan O'Neill as Director       For       For        Management
3.9   Reelect William Stavropoulos as Director  For       For        Management
3.10  Reelect Sandra Wijnberg as Director       For       For        Management
3.11  Reelect R. David Yost as Director         For       For        Management
4a    Ratify Deloitte AG as Auditors            For       For        Management
4b    Appoint Deloitte & Touche LLP as          For       For        Management
      Independent Registered Public Accounting
      Firm for Fiscal 2009/2010
4c    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Special Auditor
5a    Approve Carrying Forward of Net Loss      For       For        Management
5b    Approve CHF 407.4 Million Reduction in    For       For        Management
      Share Capital and Repayment of CHF 0.85
      per Share
6     Amend Articles Re: Plurality Voting       For       For        Management
      Standard for Board Elections When the
      Number of Candidates Exceeds the Number
      of Board Positions Available
7     Transact Other Business (Voting)          For       Against    Management


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

Varian Semiconductor Equipment Associates, Inc.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 8, 2010    Meeting Type: Annual
Record Date:  DEC 10, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Xun (Eric) Chen            For       For        Management
1.2   Elect Director Dennis G. Schmal           For       For        Management
2     Ratify Auditors                           For       For        Management


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

WABCO Holdings Inc.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 27, 2010   Meeting Type: Annual
Record Date:  APR 6, 2010

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jacques Esculier           For       For        Management
1.2   Elect Director Kenneth J. Martin          For       For        Management
1.3   Elect Director Donald J. Stebbins         For       For        Management
2     Ratify Auditors                           For       For        Management


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

Watson Wyatt Worldwide Inc

Ticker:       WW             Security ID:  942712100
Meeting Date: DEC 18, 2009   Meeting Type: Special
Record Date:  NOV 3, 2009

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Adjourn Meeting                           For       For        Management


                            SIGNATURES

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

Registrant:  Oppenheimer Quest for Value Funds, on behalf of Oppenheimer Quest Balanced
             Fund, Oppenheimer Quest Opportunity Value Fund, and Oppenheimer Small- &
             Mid-Cap Value Fund

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

Date:        August 23, 2010

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