UNITED STATES                     OMB APPROVAL
              SECURITIES AND EXCHANGE COMMISSION     OMB Number:     3235-0582
                     WASHINGTON, DC 20549            Expires:   March 31, 2012
                                                     Estimated average burden
                                                     hours per response   9.6

                                   FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number                  811-05620
                                    ------------------------------------------

                         Zweig Total Return Fund Inc.
-------------------------------------------------------------------------------
              (Exact name of registrant as specified in charter)

                  900 Third Avenue, New York, NY                      10022
-------------------------------------------------------------------------------
             (Address of principal executive offices)               (Zip code)

        Marc Baltuch, c/o Zweig Advisers, 900 Third Ave, NY, NY 10022
-------------------------------------------------------------------------------
                   (Name and address of agent for service)

Registrant's telephone number, including area code:        212-451-1100
                                                     -------------------------

Date of fiscal year end:      12/31/09
                           --------------

Date of reporting period:     6/30/10
                           --------------

   Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered On Form N-5 ((S)(S)239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30. pursuant to section 30 of the
Investment Company Act of 1940 and rule 30bl-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

   A registrant is required to disclose the information specified by Form N-PX,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary. Securities and Exchange Commission. 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. (S)3507.

                             GENERAL INSTRUCTIONS

A. RULE AS TO USE OF FORM N-PX.

   Form N-PX is to be used for reports pursuant to Section 30 of the Investment
Company Act of 1940 (the "Act") and Rule 30b1-4 under the Act (17 CFR
270.30b1-4) by all registered management investment companies, other than small
business investment companies registered on Form N-5 ((S)(S) 239.24 and 274.5
of this chapter), to file their complete proxy voting record not later than
August 31 of each year for the most recent twelve-month period ended June 30.

B. APPLICATION OF GENERAL RULES AND REGULATIONS.

   The General Rules and Regulations under the Act contain certain general
requirements that are applicable to reporting on any form under the Act. These
general requirements should be carefully read and observed in the preparation
and filing of reports on this form, except that any provision in the form or in
these instructions shall be controlling.

                 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
                 INFORMATION CONTAINED IN THIS FORM ARE NOT
                 REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
SEC 2451 (4-03)  CURRENTLY VALID OMB CONTROL NUMBER.

Instructions

1. In the case of a registrant that offers multiple series of shares provide
   the information required by this Item separately for each series. The term
   "series" means shares offered by a registrant that represent undivided
   interests in a portfolio of investments and that are preferred over all
   other series of shares for assets specifically allocated to that series in
   accordance with Rule 18f-2(a) under the act (17CFR 270 18f-2(a)).

2. The exchange [ILLEGIBLE] symbol or CUSIP number required by paragraph (b) or
   (c) of this Item may be omitted if it is not available through reasonable
   practicable means. e.g. in the case of certain securities of foreign issuers.




******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-05620
Reporting Period: 07/01/2009 - 06/30/2010
Zweig Total Return Fund Inc

========================= Zweig Total Return Fund, Inc =========================

ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: APR 23, 2010   Meeting Type: Annual
Record Date:  JAN 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur D. Collins, Jr    For       For          Management
1.2   Elect Director Carlos Ghosn             For       For          Management
1.3   Elect Director Michael G. Morris        For       For          Management
1.4   Elect Director E. Stanley O'Neal        For       For          Management
2     Ratify Auditor                          For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Fair Price Protection
5     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
6     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Removal of Directors
7     Adopt Simple Majority Vote              Against   For          Shareholder

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

ALTRIA GROUP, INC.

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

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

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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 30, 2010   Meeting Type: Annual
Record Date:  MAR 2, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect Director James H. Blanchard       For       For          Management
5     Elect Director Jaime Chico Pardo        For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director Lynn M. Martin           For       For          Management
9     Elect Director John B. McCoy            For       For          Management
10    Elect Director Joyce M. Roche           For       For          Management
11    Elect Director Laura D Andrea Tyson     For       For          Management
12    Elect Director Patricia P. Upton        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   For          Shareholder
15    Exclude Pension Credits from            Against   For          Shareholder
      Calculations of Performance-Based Pay
16    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

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

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     For       For          Management
      Stock Plan

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

BUNGE LIMITED

Ticker:       BG             Security ID:  G16962105
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Jorge Born, Jr. as Director       For       For          Management
1b    Elect Bernard de La Tour D'Auvergne     For       For          Management
      Lauraguais as Director
1c    Elect William Engels as Director        For       For          Management
1d    Elect L. Patrick Lupo as Director       For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Bunge Limited Annual Incentive  For       For          Management
      Plan
4     Transact Other Business (Non-Voting)    None      None         Management

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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Dillon           For       For          Management
1.2   Elect Director Juan Gallardo            For       For          Management
1.3   Elect Director William A. Osborn        For       For          Management
1.4   Elect Director Edward B. Rust, Jr.      For       For          Management
1.5   Elect Director Susan C. Schwab          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Amend Human Rights Policy               Against   For          Shareholder
8     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

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

CHESAPEAKE ENERGY CORPORATION

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 11, 2010   Meeting Type: Annual
Record Date:  APR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank Keating            For       Withhold     Management
1.2   Elect Director Merrill A. Miller, Jr.   For       Withhold     Management
1.3   Elect Director Frederick B. Whittemore  For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Adopt Policy Relating to Annual Cash    Against   For          Shareholder
      Bonuses
5     Adopt Policy to Promote Responsible Use Against   For          Shareholder
      of Company Stock by Named Executive
      Officers and Directors
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' and Directors' Compensation
8     Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
9     Prepare Sustainability Report           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   Against      Shareholder
      Change
24    Amend Bylaws to Establish a Board       Against   Against      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   Against      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

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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 12, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

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

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

CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: JUN 9, 2010    Meeting Type: Annual
Record Date:  APR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       Did Not Vote Management
1.2   Elect Director Carolyn Corvi            For       Did Not Vote Management
1.3   Elect Director Henry L. Meyer, III      For       Did Not Vote Management
1.4   Elect Director Oscar Munoz              For       Did Not Vote Management
1.5   Elect Director Laurence E. Simmons      For       Did Not Vote Management
1.6   Elect Director Jeffery A. Smisek        For       Did Not Vote Management
1.7   Elect Director Karen Hastie Williams    For       Did Not Vote Management
1.8   Elect Director Ronald B. Woodard        For       Did Not Vote Management
1.9   Elect Director Charles A. Yamarone      For       Did Not Vote Management
2     Approve Omnibus Stock Plan              For       Did Not Vote Management
3     Ratify Auditors                         For       Did Not Vote Management
4     Prohibit Executive Stock-Based Awards   Against   Did Not Vote Shareholder
5     Please Mark For If Stock Owned          None      Did Not Vote Management
      Beneficially By You Is Ownedand
      Controlled Only By U.S. Citizens Or
      Mark  Against  If Such Stock Is Owned
      Orcontrolled By Any Person Who Is Not A
      U.S. Citizen

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

CORNING INCORPORATED

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

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

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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 28, 2010   Meeting Type: Annual
Record Date:  NOV 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director B.S. Carson, Sr., M.D.   For       For          Management
1.2   Elect Director William H. Gates         For       For          Management
1.3   Elect Director Hamilton E. James        For       For          Management
1.4   Elect Director Jill S. Ruckelshaus      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management

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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Canning, Jr.     For       For          Management
2     Elect Director M. Walter D'Alessio      For       For          Management
3     Elect Director Nicholas DeBenedictis    For       For          Management
4     Elect Director Bruce DeMars             For       For          Management
5     Elect Director Nelson A. Diaz           For       For          Management
6     Elect Director Sue L. Gin               For       For          Management
7     Elect Director Rosemarie B. Greco       For       For          Management
8     Elect Director Paul L. Joskow           For       For          Management
9     Elect Director Richard W. Mies          For       For          Management
10    Elect Director John M. Palms            For       For          Management
11    Elect Director William C. Richardson    For       For          Management
12    Elect Director Thomas J. Ridge          For       For          Management
13    Elect Director John W. Rogers, Jr.      For       For          Management
14    Elect Director John W. Rowe             For       For          Management
15    Elect Director Stephen D. Steinour      For       For          Management
16    Elect Director Don Thompson             For       For          Management
17    Approve Omnibus Stock Plan              For       For          Management
18    Ratify Auditors                         For       For          Management

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

FOSTER WHEELER AG

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

#     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.

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

FOSTER WHEELER AG

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

#     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         For       For          Management
      Statutory 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            For       For          Management
      Requirement to List Citizenship of
      Shareholders in Share Register
9     Amend Articles Re: Share Certificates   For       For          Management
      due to New Swiss Federal Act on
      Intermediated Securities
10    Transact Other Business (Voting)        For       Against      Management

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

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

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

GILEAD SCIENCES, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           For       For          Management
1.6   Elect Director Kevin E. Lofton          For       For          Management
1.7   Elect Director John W. Madigan          For       For          Management
1.8   Elect Director John C. Martin           For       For          Management
1.9   Elect Director Gordon E. Moore          For       For          Management
1.10  Elect Director Nicholas G. Moore        For       For          Management
1.11  Elect Director Richard J. Whitley       For       For          Management
1.12  Elect Director Gayle E. Wilson          For       For          Management
1.13  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder

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

GOLDMAN SACHS GROUP, INC., THE

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       For          Management
6     Provide for Cumulative Voting           Against   For          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

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

HALLIBURTON COMPANY

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

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

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

HEWLETT-PACKARD COMPANY

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       Did Not Vote Management
1.2   Elect Director Lawrence T. Babbio, Jr.  For       Did Not Vote Management
1.3   Elect Director Sari M. Baldauf          For       Did Not Vote Management
1.4   Elect Director Rajiv L. Gupta           For       Did Not Vote Management
1.5   Elect Director John H. Hammergren       For       Did Not Vote Management
1.6   Elect Director Mark V. Hurd             For       Did Not Vote Management
1.7   Elect Director Joel Z. Hyatt            For       Did Not Vote Management
1.8   Elect Director John R. Joyce            For       Did Not Vote Management
1.9   Elect Director Robert L. Ryan           For       Did Not Vote Management
1.10  Elect Director Lucille S. Salhany       For       Did Not Vote Management
1.11  Elect Director G. Kennedy Thompson      For       Did Not Vote Management
2     Ratify Auditors                         For       Did Not Vote Management
3     Amend Omnibus Stock Plan                For       Did Not Vote Management
4     Company Request on Advisory Vote on     For       Did Not Vote Management
      Executive Compensation

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

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: APR 21, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald O. Quest PhD      For       Did Not Vote Management
2     Elect Director Joseph G. Sponholz       For       Did Not Vote Management
3     Approve/Amend Executive Incentive Bonus For       Did Not Vote Management
      Plan
4     Ratify Auditors                         For       Did Not Vote Management

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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  FEB 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. J. P. Belda           For       For          Management
2     Elect Director C. Black                 For       For          Management
3     Elect Director W. R. Brody              For       For          Management
4     Elect Director K. I. Chenault           For       For          Management
5     Elect Director M. L. Eskew              For       For          Management
6     Elect Director S. A. Jackson            For       For          Management
7     Elect Director A. N. Liveris            For       For          Management
8     Elect Director  W. J. McNerney, Jr.     For       For          Management
9     Elect Director T. Nishimuro             For       For          Management
10    Elect Director J. W. Owens              For       For          Management
11    Elect Director S. J. Palmisano          For       For          Management
12    Elect Director J. E. Spero              For       For          Management
13    Elect Director S. Taurel                For       For          Management
14    Elect Director L. H. Zambrano           For       For          Management
15    Ratify Auditors                         For       For          Management
16    Adopt Policy on Bonus Banking           Against   For          Shareholder
17    Provide for Cumulative Voting           Against   For          Shareholder
18    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
19    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

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

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

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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claude R. Canizares      For       For          Management
1.2   Elect Director Thomas A. Corcoran       For       For          Management
1.3   Elect Director Lewis Kramer             For       For          Management
1.4   Elect Director Alan H. Washkowitz       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management

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

MASSEY ENERGY COMPANY

Ticker:       MEE            Security ID:  576206106
Meeting Date: MAY 18, 2010   Meeting Type: Annual
Record Date:  MAR 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard M. Gabrys        For       Withhold     Management
1.2   Elect Director Dan R. Moore             For       Withhold     Management
1.3   Elect Director Baxter F. Phillips, Jr.  For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Report on Implementation of EPA         Against   For          Shareholder
      Settlement Reforms and CSR Commitments
4     Adopt Quantitative GHG goals from       Against   For          Shareholder
      Products and Operations
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Declassify the Board of Directors       None      For          Shareholder

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

MCDONALD'S CORPORATION

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

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

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

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

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

MICROSOFT CORPORATION

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

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

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

NIKE, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jill K. Conway           For       For          Management
1.2   Elect Director Alan B. Graf, Jr.        For       For          Management
1.3   Elect Director John C. Lechleiter       For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management

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

NOKIA CORP.

Ticker:       NOK1V          Security ID:  654902204
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  APR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Calling the Meeting to Order            None      None         Management
3     Designate Inspector or Shareholder      None      None         Management
      Representative(s) of Minutes of Meeting
4     Acknowledge Proper Convening of Meeting None      None         Management
5     Prepare and Approve List of             None      None         Management
      Shareholders
6     Receive Financial Statements and        None      None         Management
      Statutory Reports, the Board's Report,
      and the Auditor's Report; Receive
      Review by the CEO
7     Accept Financial Statements and         For       For          Management
      Statutory Reports
8     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 Per Share
9     Approve Discharge of Board and          For       For          Management
      President
10    Approve Remuneration of Directors in    For       For          Management
      the Amount of EUR 440,000 for Chairman,
      EUR 150,000 for Vice Chairman, and EUR
      130,000 for Other Directors; Approve
      Remuneration for Committee Work
11    Fix Number of Directors at 10           For       For          Management
12    Reelect Lalita Gupte, Bengt Holmstrom,  For       For          Management
      Henning Kagermann, Olli-Pekka
      Kallasvuo, Per Karlsson, Isabel
      Marey-Semper, Jorma Ollila, Marjorie
      Scardino, Risto Siilasmaa, and Keijo
      Suila as Directors
13    Approve Remuneration of Auditors        For       For          Management
14    Ratify PricewaterhouseCoopers Oy as     For       For          Management
      Auditors
15    Amend Articles Re: Amend Corporate      For       For          Management
      Purpose; Amend Method of Convening
      General Meetings
16    Authorize Repurchase of up to 360       For       For          Management
      Million Issued Shares
17    Approve Issuance of up to 740 Million   For       For          Management
      Shares without Preemptive Rights
18    Close Meeting                           None      None         Management

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

NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 13, 2010   Meeting Type: Annual
Record Date:  MAR 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel R. DiMicco        For       For          Management
1.2   Elect Director James D. Hlavacek        For       For          Management
1.3   Elect Director John H. Walker           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder

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

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   Against      Shareholder
      Environmental Laws
21    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
22    Report on Policy for Increasing Safety  Against   Against      Shareholder
      by Reducing Hazardous Substance Usage
      and Re-locating Facilities
23    Double Trigger on Equity Plans          Against   For          Shareholder

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

PEPSICO, INC.

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

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

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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: APR 22, 2010   Meeting Type: Annual/Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2009
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Elect Directors                         For       Against      Management
5     Elect Board Chairman                    For       Against      Management
6     Elect Fiscal Council Members            For       Against      Management
7     Approve Remuneration of Executive       For       Against      Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
1     Authorize Capitalization of Reserves    For       For          Management
2     Eliminate Preemptive Rights             For       For          Management

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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: JUN 22, 2010   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Company's Bylaws to Increase the  For       For          Management
      Number of Authorized Preferred Shares
2     Amend Company's Bylaws to Increase the  For       For          Management
      Number of Authorized Common Shares
3     Amend Company's Bylaws to Include       For       For          Management
      Transitory Provision to Issue Shares
      with or without Preemptive Rights
4     Amend Article 4 of Company's Bylaws to  For       For          Management
      Reflect the Changes in its Capital
      Structure

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

PHILIP MORRIS INTERNATIONAL INC.

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

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

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

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         For       For          Management
      Auditors
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       Did Not Vote Management
1.2   Elect Director Stephen M. Bennett       For       Did Not Vote Management
1.3   Elect Director Donald G. Cruickshank    For       Did Not Vote Management
1.4   Elect Director Raymond V. Dittamore     For       Did Not Vote Management
1.5   Elect Director Thomas W. Horton         For       Did Not Vote Management
1.6   Elect Director Irwin Mark Jacobs        For       Did Not Vote Management
1.7   Elect Director Paul E. Jacobs           For       Did Not Vote Management
1.8   Elect Director Robert E. Kahn           For       Did Not Vote Management
1.9   Elect Director Sherry Lansing           For       Did Not Vote Management
1.10  Elect Director Duane A. Nelles          For       Did Not Vote Management
1.11  Elect Director Brent Scowcroft          For       Did Not Vote Management
1.12  Elect Director Marc I. Stern            For       Did Not Vote Management
2     Amend Omnibus Stock Plan                For       Did Not Vote Management
3     Ratify Auditors                         For       Did Not Vote Management

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

SHIRE PLC

Ticker:       SHP            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         For       For          Management
      Statutory 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

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

ST. JUDE MEDICAL, INC.

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

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

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

TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 21, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edith E. Holiday         For       For          Management
1.2   Elect Director Larry D. Thompson        For       For          Management
1.3   Elect Director Charles B. Johnson       For       For          Management
1.4   Elect Director Gregory E. Johnson       For       For          Management
1.5   Elect Director J. Michael Luttig        For       For          Management
2     Ratify Auditors                         For       For          Management

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

UNION PACIFIC CORPORATION

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

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

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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 24, 2010   Meeting Type: Annual
Record Date:  MAR 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Douglas W. Leatherdale   For       For          Management
7     Elect Director Glenn M. Renwick         For       For          Management
8     Elect Director Kenneth I. Shine         For       For          Management
9     Elect Director Gail R. Wilensky         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Lobbying Expenses             Against   Against      Shareholder
12    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 29, 2010   Meeting Type: Annual
Record Date:  MAR 1, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruben M. Escobedo        For       For          Management
2     Elect Director Bob Marbut               For       For          Management
3     Elect Director Robert A. Profusek       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
7     Report on Rainforest Sustainability     Against   Against      Shareholder
8     Report on Political Contributions       Against   For          Shareholder
9     Stock Retention/Holding Period          Against   For          Shareholder

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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 6, 2010    Meeting Type: Annual
Record Date:  MAR 8, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director M. Frances Keeth         For       For          Management
3     Elect Director Robert W. Lane           For       For          Management
4     Elect Director Sandra O. Moose          For       For          Management
5     Elect Director Joseph Neubauer          For       For          Management
6     Elect Director Donald T. Nicolaisen     For       For          Management
7     Elect Director Thomas H. O'Brien        For       For          Management
8     Elect Director Clarence Otis, Jr.       For       For          Management
9     Elect Director Hugh B. Price            For       For          Management
10    Elect Director Ivan G. Seidenberg       For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Elect Director John W. Snow             For       For          Management
13    Elect Director John R. Stafford         For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Prohibit Executive Stock-Based Awards   Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination Based on Sexual
      Orientation and Gender Identity
18    Performance-Based Equity Awards         Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Adopt Policy on Succession Planning     Against   For          Shareholder
21    Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
22    Stock Retention/Holding Period          Against   For          Shareholder

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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 20, 2010   Meeting Type: Annual
Record Date:  MAR 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kathleen B. Cooper       For       For          Management
2     Elect Director William R. Granberry     For       For          Management
3     Elect Director William G. Lowrie        For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management
7     Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

=================================END NPX REPORT=================================

SIGNATURES [See General Instruction F] 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) George Aylward By (Signature and Title)* /s/ George Aylward , President -------------------- Date 8/3/10 -------- * Print the name and title of each signing officer under his or her signature.