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                                  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 811-04739

                                Zweig 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: 12/31/10

Date of reporting period: 6/30/11

     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 (Sections
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 30b1-4 thereunder (17
CFR 270.30bl-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. Section 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 30bl-4 under the Act (17 CFR
270,30bl-4) by all registered management investment companies, other than small
business investment companies registered on Form N-5 (Sections 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 REGULATION.

     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.

SEC 2451 (4-03)             PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
                            INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED
                            TO RESPOND UNLESS THE FORM DISPLAYS A 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 (17 CFR 270.18f-2(a)).

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




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

ICA File Number:    811-04739
Reporting Period:   07/01/2010   -   06/30/2011
Zweig Fund Inc

=========================== ZWEIG FUND, INC ===========================

ALASKA AIR GROUP, INC.

Ticker:             ALK            Security ID:    011659109
Meeting Date:       MAY 17, 2011   Meeting Type:   Annual
Record Date:        MAR 18, 2011



#     Proposal                                  Mgt Rec   Vote Cast   Sponsor
                                                          
1     Elect Director William S. Ayer            For       For         Management
2     Elect Director Patricia M. Bedient        For       For         Management
3     Elect Director Marion C. Blakey           For       For         Management
4     Elect Director Phyllis J. Campbell        For       For         Management
5     Elect Director Jessie J. Knight, Jr.      For       For         Management
6     Elect Director R. Marc Langland           For       For         Management
7     Elect Director Dennis F. Madsen           For       For         Management
8     Elect Director Byron I. Mallott           For       For         Management
9     Elect Director J. Kenneth Thompson        For       For         Management
10    Elect Director Bradley D. Tilden          For       For         Management
11    Ratify Auditors                           For       For         Management
12    Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For       For         Management
13    Advisory Vote on Say on Pay Frequency     One Year  One Year    Management
14    Provide Right to Act by Written Consent   Against   Against     Management
15    Amend Omnibus Stock Plan                  For       For         Management


ALCOA INC.

Ticker:          AA                Security ID:    013817101
Meeting Date:    MAY 06, 2011      Meeting Type:   Annual
Record Date:     FEB 11, 2011



#     Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                              
1.1   Elect Director Klaus Kleinfeld            For           For         Management
1.2   Elect Director James W. Owens             For           For         Management
1.3   Elect Director Ratan N. Tata              For           For         Management
2     Ratify Auditor                            For           For         Management
3     Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For           For         Management
4     Advisory Vote on Say on Pay Frequency     Three Years   One Year    Management
5     Approve Executive Incentive Bonus Plan    For           For         Management
6     Reduce Supermajority Vote Requirement
      Relating to Fair Price Protection         For           For         Management
7     Reduce Supermajority Vote Requirement
      Relating to Director Elections            For           For         Management


                                     Page 1





                                                              
8     Reduce Supermajority Vote Requirement
      Relating to the Removal of Directors      For           For         Management
9     Provide Right to Act by Written Consent   Against       For         Shareholder
10    Declassify the Board of Directors         Against       For         Shareholder


ALTRIA GROUP, INC.

Ticker:          MO                Security ID:    02209S103
Meeting Date:    MAY 19, 2011      Meeting Type:   Annual
Record Date:     MAR 28, 2011




#     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 Thomas W. Jones            For       For         Management
7     Elect Director George Munoz               For       For         Management
8     Elect Director Nabil Y. Sakkab            For       For         Management
9     Elect Director Michael E. Szymanczyk      For       For         Management
10    Ratify Auditors                           For       For         Management
11    Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For       For         Management
12    Advisory Vote on Say on Pay Frequency     None      One Year    Management
13    Cease Production of Flavored Tobacco
      Products                                  Against   Against     Shareholder


AMAZON.COM, INC.

Ticker:         AMZN           Security ID:    023135106
Meeting Date:   JUN 07, 2011   Meeting Type:   Annual
Record Date:    APR 11, 2011



#     Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                              
1     Elect Director Jeffrey P. Bezos           For           For         Management
2     Elect Director Tom A. Alberg              For           For         Management
3     Elect Director John Seely Brown           For           For         Management
4     Elect Director William B. Gordon          For           For         Management
5     Elect Director Alain Monie                For           For         Management
6     Elect Director Jonathan J. Rubinstein     For           For         Management
7     Elect Director Thomas O. Ryder            For           For         Management
8     Elect Director Patricia Q. Stonesifer     For           For         Management
9     Ratify Auditors                           For           For         Management
10    Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For           For         Management
11    Advisory Vote on Say on Pay Frequency     Three Years   One Year    Management
12    Amend Bylaws-- Call Special Meetings      Against       For         Shareholder
13    Report on Climate Change                  Against       For         Shareholder


                                     Page 2




AMKOR TECHNOLOGY, INC.

Ticker:         AMKR           Security ID:    031652100
Meeting Date:   MAY 03, 2011   Meeting Type:   Annual
Record Date:    MAR 15, 2011



#     Proposal                                  Mgt Rec    Vote Cast   Sponsor
                                                           
1.1   Elect Director James J. Kim               For        For         Management
1.2   Elect Director Kenneth T. Joyce           For        For         Management
1.3   Elect Director Roger A. Carolin           For        For         Management
1.4   Elect Director Winston J. Churchill       For        For         Management
1.5   Elect Director John T. Kim                For        For         Management
1.6   Elect Director John F. Osborne            For        For         Management
1.7   Elect Director Dong Hyun Park             For        For         Management
1.8   Elect Director James W. Zug               For        For         Management
2     Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For        For         Management
3     Advisory Vote on Say on Pay Frequency     One Year   One Year    Management
4     Ratify Auditors                           For        For         Management


AUTOZONE, INC.

Ticker:         AZO            Security ID:    053332102
Meeting Date:   DEC 15, 2010   Meeting Type:   Annual
Record Date:    OCT 18, 2010



#     Proposal                                  Mgt Rec   Vote Cast   Sponsor
                                                          
1.1   Elect Director William C. Crowley         For       For         Management
1.2   Elect Director Sue E. Gove                For       For         Management
1.3   Elect Director Earl G. Graves, Jr.        For       For         Management
1.4   Elect Director Robert R. Grusky           For       For         Management
1.5   Elect Director . R. Hyde, III             For       For         Management
1.6   Elect Director W. Andrew McKenna          For       For         Management
1.7   Elect Director George R. Mrkonic, Jr.     For       For         Management
1.8   Elect Director Luis P. Nieto              For       For         Management
1.9   Elect Director William C. Rhodes, III     For       For         Management
1.10  Elect Director Theodore W. Ullyot         For       For         Management
2     Approve Omnibus Stock Plan                For       For         Management
3     Ratify Auditors                           For       For         Management


BANK OF AMERICA CORPORATION

Ticker:         BAC            Security ID:    060505104
Meeting Date:   MAY 11, 2011   Meeting Type:   Annual
Record Date:    MAR 16, 2011



#     Proposal                                  Mgt Rec    Vote Cast   Sponsor
                                                           
1     Elect Director Mukesh D. Ambani           For        For         Management
2     Elect Director Susan S. Bies              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


                                     Page 3





                                                           
13    Elect Director Robert W. Scully           For        For         Management
14    Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For        For         Management
15    Advisory Vote on Say on Pay Frequency     One Year   One Year    Management
16    Ratify Auditors                           For        For         Management
17    Disclose Prior Government Service         Against    Against     Shareholder
18    Provide Right to Act by Written Consent   Against    For         Shareholder
19    Require Audit Committee Review and
      Report on Controls Related to Loans,
      Foreclosure and Securitizations           Against    For         Shareholder
20    Report on Lobbying Expenses               Against    For         Shareholder
21    Report on Collateral in Derivatives
      Trading                                   Against    For         Shareholder
22    Restore or Provide for Cumulative
      Voting                                    Against    For         Shareholder
23    Claw-back of Payments under
      Restatements                              Against    For         Shareholder
24    Prohibit Certain Relocation Benefits to
      Senior Executives                         Against    For         Shareholder


BEST BUY CO., INC.

Ticker:         BBY            Security ID:    086516101
Meeting Date:   JUN 21, 2011   Meeting Type:   Annual
Record Date:    APR 25, 2011



#     Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                              
1.1   Elect Director Ronald James               For           For         Management
1.2   Elect Director Sanjay Khosla              For           For         Management
1.3   Elect Director George L. Mikan III        For           For         Management
1.4   Elect Director Matthew H. Paull           For           For         Management
1.5   Elect Director Richard M. Schulze         For           For         Management
1.6   Elect Director Hatim A. Tyabji            For           For         Management
2     Ratify Auditors                           For           For         Management
3     Change Range for Size of the Board        For           Against     Management
4     Amend Omnibus Stock Plan                  For           For         Management
5     Approve Executive Incentive Bonus Plan    For           For         Management
6     Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For           For         Management
7     Advisory Vote on Say on Pay Frequency     Three Years   One Year    Management
8     Declassify the Board of Directors         Against       For         Shareholder


BIOGEN IDEC INC.

Ticker:         BIIB           Security ID:     09062X103
Meeting Date:   JUN 02, 2011   Meeting Type:    Annual
Record Date:    APR 04, 2011



#     Proposal                                  Mgt Rec    Vote Cast   Sponsor
                                                           
1     Elect Director Caroline D. Dorsa          For        For         Management
2     Elect Director Stelios Papadopoulos       For        For         Management
3     Elect Director George A. Scangos          For        For         Management
4     Elect Director Lynn Schenk                For        For         Management
5     Elect Director Alexander J. Denner        For        For         Management
6     Elect Director Nancy L. Leaming           For        For         Management
7     Elect Director Richard C. Mulligan        For        For         Management


                                     Page 4





                                                           
8     Elect Director Robert W. Pangia           For        For         Management
9     Elect Director Brian S. Posner            For        For         Management
10    Elect Director Eric K. Rowinsky           For        For         Management
11    Elect Director Stephen A. Sherwin         For        For         Management
12    Elect Director William D. Young           For        For         Management
13    Ratify Auditors                           For        For         Management
14    Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For        For         Management
15    Advisory Vote on Say on Pay Frequency     One Year   One Year    Management
16    Declassify the Board of Directors         For        For         Management


CATERPILLAR INC.

Ticker:         CAT            Security ID:     149123101
Meeting Date:   JUN 08, 2011   Meeting Type:    Annual
Record Date:    APR 11, 2011



#     Proposal                                  Mgt Rec    Vote Cast   Sponsor
                                                           
1.1   Elect Director  David L. Calhoun          For        Withhold    Management
1.2   Elect Director Daniel M. Dickinson        For        For         Management
1.3   Elect Director Eugene V. Fife             For        For         Management
1.4   Elect Director Juan Gallardo              For        For         Management
1.5   Elect Director David R. Goode             For        For         Management
1.6   Elect Director Jesse J. Greene, Jr.       For        For         Management
1.7   Elect Director Peter A. Magowan           For        For         Management
1.8   Elect Director Dennis A. Muilenburg       For        For         Management
1.9   Elect Director Douglas R. Oberhelman      For        For         Management
1.10  Elect Director William A. Osborn          For        For         Management
1.11  Elect Director Charles D. Powell          For        For         Management
1.12  Elect Director Edward B. Rust, Jr.        For        For         Management
1.13  Elect Director Susan C. Schwab            For        For         Management
1.14  Elect Director Joshua I. Smith            For        For         Management
1.15  Elect Director Miles D. White             For        For         Management
2     Ratify Auditors                           For        For         Management
3     Amend Executive Incentive Bonus Plan      For        For         Management
4     Advisory Vote to Ratify Named Executive
      Officers' Compensation                    For        For         Management
5     Advisory Vote on Say on Pay Frequency     One Year   One Year    Management
6     Report on Political Contributions         Against    For         Shareholder
7     Stock Retention/Holding Period            Against    For         Shareholder
8     Require a Majority Vote for the
      Election of Directors                     Against    For         Shareholder
9     Amend Articles/Bylaws/Charter -- Call
      Special Meetings                          Against    For         Shareholder
10    Require Independent Board Chairman        Against    Against     Shareholder
11    Review and Assess Human Rights Policies   Against    For         Shareholder
12    Adopt a Policy in which the Company
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives                                Against    Against     Shareholder


CHESAPEAKE ENERGY CORPORATION

Ticker:         CHK            Security ID:    165167107
Meeting Date:   JUN 10, 2011   Meeting Type:   Annual
Record Date:    APR 15, 2011

                                     Page 5






#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1.1        Elect Director Aubrey K. McClendon            For           Withhold       Management
1.2        Elect Director Don Nickles                    For           Withhold       Management
1.3        Elect Director Kathleen M. Eisbrenner         For           For            Management
1.4        Elect Director Louis A. Simpson               For           For            Management
2          Amend Omnibus Stock Plan                      For           For            Management
3          Ratify Auditors                               For           For            Management
4          Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           Against        Management
5          Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
6          Advisory Vote to Ratify Directors'
           Compensation                                  Against       For            Shareholder


CHEVRON CORPORATION

Ticker:          CVX             Security ID:     166764100
Meeting Date:    MAY 25, 2011    Meeting Type:    Annual
Record Date:     APR 01, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Elect Director L.F. Deily                     For           For            Management
2          Elect Director R.E. Denham                    For           For            Management
3          Elect Director R.J. Eaton                     For           For            Management
4          Elect Director C. Hagel                       For           For            Management
5          Elect Director E. Hernandez                   For           For            Management
6          Elect Director G.L. Kirkland                  For           For            Management
7          Elect Director D.B. Rice                      For           For            Management
8          Elect Director K.W. Sharer                    For           For            Management
9          Elect Director C.R. Shoemate                  For           For            Management
10         Elect Director J.G. Stumpf                    For           For            Management
11         Elect Director R.D. Sugar                     For           For            Management
12         Elect Director C. Ware                        For           For            Management
13         Elect Director J.S. Watson                    For           For            Management
14         Ratify Auditors                               For           For            Management
15         Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           For            Management
16         Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
17         Request Director Nominee with
           Environmental Qualifications                  Against       For            Shareholder
18         Amend Bylaws to Establish a Board
           Committee on Human Rights                     Against       Against        Shareholder
19         Include Sustainability as a Performance
           Measure for Senior Executive Compensation     Against       Against        Shareholder
20         Adopt Guidelines for Country Selection        Against       For            Shareholder
21         Report on Financial Risks of Climate Change   Against       Against        Shareholder
22         Report on Environmental Impacts of
           Natural Gas Fracturing                        Against       For            Shareholder
23         Report on Offshore Oil Wells and Spill
           Mitigation Measures                           Against       Against        Shareholder


CISCO SYSTEMS, INC.

Ticker:          CSCO            Security ID:     17275R102
Meeting Date:    NOV 18, 2010    Meeting Type:    Annual
Record Date:     SEP 20, 2010

                                     Page 6






#          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         Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           For            Management
15         Ratify Auditors                               For           For            Management
16         Amend Bylaws to Establish a Board
           Committee on Environmental
           Sustainability                                Against       Against        Shareholder
17         Report on Internet Fragmentation              Against       For            Shareholder
18         Adopt Policy Prohibiting Sale of
           Products in China if they Contribute to
           Human Rights Abuses                           Against       Against        Shareholder


CITIGROUP INC.

Ticker:          C               Security ID:     172967101
Meeting Date:    APR 21, 2011    Meeting Type:    Annual
Record Date:     FEB 22, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Elect Director Alain J.P. Belda               For           For            Management
2          Elect Director Timothy C. Collins             For           For            Management
3          Elect Director Jerry A. Grundhofer            For           For            Management
4          Elect Director Robert L. Joss                 For           For            Management
5          Elect Director Michael E. O'Neill             For           For            Management
6          Elect Director Vikram S. Pandit               For           For            Management
7          Elect Director Richard D. Parsons             For           For            Management
8          Elect Director Lawrence R. Ricciardi          For           For            Management
9          Elect Director  Judith Rodin                  For           For            Management
10         Elect Director Robert L. Ryan                 For           For            Management
11         Elect Director Anthony M. Santomero           For           For            Management
12         Elect Director Diana L. Taylor                For           For            Management
13         Elect Director William S. Thompson, Jr.       For           For            Management
14         Elect Director Ernesto Zedillo                For           For            Management
15         Ratify Auditors                               For           For            Management
16         Amend Omnibus Stock Plan                      For           For            Management
17         Approve Executive Incentive Bonus Plan        For           For            Management
18         Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           For            Management
19         Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
20         Approve Reverse Stock Split                   For           For            Management
21         Affirm Political Non-Partisanship             Against       Against        Shareholder
22         Report on Political Contributions             Against       For            Shareholder
23         Report on Restoring Trust and
           Confidence in the Financial System            Against       Against        Shareholder
24         Amend Articles/Bylaws/Charter -- Call
           Special Meetings                              Against       For            Shareholder
25         Require Audit Committee Review and
           Report on Controls Related to Loans,
           Foreclosure and Securitizations               Against       For            Shareholder


                                     Page 7



CLIFFS NATURAL RESOURCES INC.

Ticker:          CLF             Security ID:     18683K101
Meeting Date:    MAY 17, 2011    Meeting Type:    Annual
Record Date:     MAR 25, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1.1        Elect Director Joseph A. Carrabba             For           For            Management
1.2        Elect Director Susan M. Cunningham            For           For            Management
1.3        Elect Director Barry J. Eldridge              For           For            Management
1.4        Elect Director Andres R. Gluski               For           For            Management
1.5        Elect Director Susan M. Green                 For           For            Management
1.6        Elect Director Janice K. Henry                For           For            Management
1.7        Elect Director James F. Kirsch                For           For            Management
1.8        Elect Director Francis R. McAllister          For           For            Management
1.9        Elect Director Roger Phillips                 For           For            Management
1.10       Elect Director Richard K. Riederer            For           For            Management
1.11       Elect Director Richard A. Ross                For           For            Management
1.12       Elect Director Alan Schwartz                  For           For            Management
2          Increase Authorized Common Stock              For           For            Management
3          Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           For            Management
4          Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
5          Require a Majority Vote for the
           Election of Directors                         Against       For            Shareholder
6          Ratify Auditors                               For           For            Management


COMCAST CORPORATION

Ticker:          CMCSA           Security ID:     20030N101
Meeting Date:    MAY 11, 2011    Meeting Type:    Annual
Record Date:     MAR 08, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1.1        Elect Director S. Decker Anstrom              For           For            Management
1.2        Elect Director Kenneth J. Bacon               For           For            Management
1.3        Elect Director Sheldon M. Bonovitz            For           For            Management
1.4        Elect Director Edward D. Breen                For           For            Management
1.5        Elect Director Joseph J. Collins              For           For            Management
1.6        Elect Director J. Michael Cook                For           For            Management
1.7        Elect Director Gerald L. Hassell              For           For            Management
1.8        Elect Director Jeffrey A. Honickman           For           For            Management
1.9        Elect Director Eduardo G. Mestre              For           For            Management
1.10       Elect Director Brian L. Roberts               For           For            Management
1.11       Elect Director Ralph J. Roberts               For           For            Management
1.12       Elect Director Judith Rodin                   For           For            Management
2          Ratify Auditors                               For           For            Management
3          Approve Nonqualified Employee Stock
           Purchase Plan                                 For           For            Management
4          Amend Restricted Stock Plan                   For           For            Management
5          Amend Stock Option Plan                       For           For            Management
6          Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           For            Management


                                     Page 8






                                                                          
7          Advisory Vote on Say on Pay Frequency         Three Years   One Year       Management

8          Provide for Cumulative Voting                 Against       For            Shareholder
9          Require Independent Board Chairman            Against       For            Shareholder


CONOCOPHILLIPS

Ticker:          COP             Security ID:     20825C104
Meeting Date:    MAY 11, 2011    Meeting Type:    Annual
Record Date:     MAR 14, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Elect Director Richard L. Armitage            For           For            Management
2          Elect Director Richard H. Auchinleck          For           For            Management
3          Elect Director James E. Copeland, Jr.         For           For            Management
4          Elect Director Kenneth M. Duberstein          For           For            Management
5          Elect Director Ruth R. Harkin                 For           For            Management
6          Elect Director Harold W. McGraw III           For           For            Management
7          Elect Director James J. Mulva                 For           For            Management
8          Elect Director Robert A. Niblock              For           For            Management
9          Elect Director Harald J. Norvik               For           For            Management
10         Elect Director William K. Reilly              For           For            Management
11         Elect Director Victoria J. Tschinkel          For           For            Management
12         Elect Director Kathryn C. Turner              For           For            Management
13         Elect Director William E. Wade, Jr.           For           For            Management
14         Ratify Auditors                               For           For            Management
15         Advisory Vote to Ratify Named Executive
           Officers' Compensation                        For           Against        Management
16         Advisory Vote on Say on Pay Frequency         None          One Year       Management
17         Approve Omnibus Stock Plan                    For           For            Management
18         Amend EEO Policy to Prohibit
           Discrimination based on Gender Identity       Against       For            Shareholder
19         Report on Political Contributions             Against       For            Shareholder
20         Report on Lobbying Expenses                   Against       For            Shareholder
21         Report on Accident Risk Reduction Efforts     Against       Against        Shareholder
22         Adopt Policy to Address Coastal
           Louisiana Environmental Impacts               Against       Against        Shareholder
23         Adopt Quantitative GHG Goals for
           Products and Operations                       Against       For            Shareholder
24         Report on Financial Risks of Climate Change   Against       Against        Shareholder
25         Report on Environmental Impact of Oil
           Sands Operations in Canada                    Against       For            Shareholder


CONTINENTAL AIRLINES, INC.

Ticker:          CAL             Security ID:     210795308
Meeting Date:    SEP 17, 2010    Meeting Type:    Special
Record Date:     AUG 12, 2010



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Approve Merger Agreement                      For           For            Management
2          Adjourn Meeting                               For           For            Management
3          Please Mark For If Stock Owned
           Beneficially By You Is Owned and
           Controlled Only By U.S. Citizens Or
           Mark  Against  If Such Stock Is Owned
           Or controlled By Any Person Who Is Not
           A U.S. Citizen                                None          For            Management


                                     Page 9



CORNING INCORPORATED

Ticker:          GLW             Security ID:     219350105
Meeting Date:    APR 28, 2011    Meeting Type:    Annual
Record Date:     FEB 24, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Elect Director John Seely Brown               For           Against        Management
2          Elect Director John A. Canning, Jr.           For           For            Management
3          Elect Director Gordon Gund                    For           Against        Management
4          Elect Director Kurt M. Landgraf               For           Against        Management
5          Elect Director H. Onno Ruding                 For           Against        Management
6          Elect Director Glenn F. Tilton                For           For            Management
7          Advisory Vote to Ratify Named Executive       For           For            Management
           Officers' Compensation
8          Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
9          Ratify Auditors                               For           For            Management
10         Amend Articles/Bylaws/Charter -- Call         Against       For            Shareholder
           Special Meetings


CUMMINS INC.

Ticker:          CMI             Security ID:     231021106
Meeting Date:    MAY 10, 2011    Meeting Type:    Annual
Record Date:     MAR 14, 2011



#          Proposal                                      Mgt Rec       Vote Cast      Sponsor
                                                                          
1          Elect Director Theodore M. Solso              For           For            Management
2          Elect Director N. Thomas Linebarger           For           For            Management
3          Elect Director William I. Miller              For           For            Management
4          Elect Director Alexis M. Herman               For           For            Management
5          Elect Director Georgia R. Nelson              For           For            Management
6          Elect Director Carl Ware                      For           For            Management
7          Elect Director Robert K. Herdman              For           For            Management
8          Elect Director Robert J. Bernhard             For           For            Management
9          Elect Director Franklin R. Chang-Diaz         For           For            Management
10         Elect Director Stephen B. Dobbs               For           For            Management
11         Advisory Vote to Ratify Named Executive       For           For            Management
           Officers' Compensation
12         Advisory Vote on Say on Pay Frequency         One Year      One Year       Management
13         Ratify Auditors                               For           For            Management


DARDEN RESTAURANTS, INC.

Ticker:          DRI             Security ID:     237194105
Meeting Date:    SEP 14, 2010    Meeting Type:    Annual
Record Date:     JUL 21, 2010

                                     Page 10







#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Director Leonard L. Berry           For           For         Management
1.2    Elect Director Odie C. Donald             For           For         Management
1.3    Elect Director Christopher J. Fraleigh    For           For         Management
1.4    Elect Director Victoria D. Harker         For           For         Management
1.5    Elect Director David H. Hughes            For           For         Management
1.6    Elect Director Charles A. Ledsinger Jr    For           For         Management
1.7    Elect Director William M. Lewis, Jr.      For           For         Management
1.8    Elect Director Senator Connie Mack, III   For           For         Management
1.9    Elect Director Andrew H. Madsen           For           For         Management
1.10   Elect Director Clarence Otis, Jr.         For           For         Management
1.11   Elect Director Michael D. Rose            For           For         Management
1.12   Elect Director Maria A. Sastre            For           For         Management
2      Amend Omnibus Stock Plan                  For           For         Management
3      Ratify Auditors                           For           For         Management


DRYSHIPS INC.

Ticker:        DRYS           Security ID:   Y2109Q101
Meeting Date:  SEP 06, 2010   Meeting Type:  Annual
Record Date:   JUL 19, 2010



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Chryssoula Kandylidis as Director   For           For         Management
1.2    Elect George Demathas as Director         For           For         Management
2      Ratify Ernst & Young (Hellas) Certified   For           For         Management
       Auditors Accountants S.A. as Auditors


E. I. DU PONT DE NEMOURS AND COMPANY

Ticker:        DD             Security ID:   263534109
Meeting Date:  APR 27, 2011   Meeting Type:  Annual
Record Date:   MAR 02, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Richard H. Brown           For           For         Management
2      Elect Director Robert A. Brown            For           For         Management
3      Elect Director Bertrand P. Collomb        For           For         Management
4      Elect Director Curtis J. Crawford         For           For         Management
5      Elect Director Alexander M. Cutler        For           For         Management
6      Elect Director Eleuthere I. du Pont       For           For         Management
7      Elect Director Marillyn A. Hewson         For           For         Management
8      Elect Director Lois D. Juliber            For           For         Management
9      Elect Director Ellen J. Kullman           For           For         Management
10     Elect Director William K. Reilly          For           For         Management
11     Ratify Auditors                           For           For         Management
12     Amend Omnibus Stock Plan                  For           For         Management
13     Advisory Vote to Ratify Named Executive   For           For         Management
       Officers' Compensation
14     Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
15     Amend Articles/Bylaws/Charter -- Call     Against       For         Shareholder
       Special Meetings
16     Report on Genetically Engineered Seed     Against       Against     Shareholder
17     Report on Pay Disparity                   Against       Against     Shareholder


                                    Page 11




EL PASO CORPORATION

Ticker:        EP             Security ID:   28336L109
Meeting Date:  MAY 17, 2011   Meeting Type:  Annual
Record Date:   MAR 22, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Juan Carlos Braniff        For           For         Management
2      Elect Director David W. Crane             For           For         Management
3      Elect Director Douglas L. Foshee          For           For         Management
4      Elect Director Robert W. Goldman          For           For         Management
5      Elect Director Anthony W. Hall, Jr.       For           For         Management
6      Elect Director Thomas R. Hix              For           For         Management
7      Elect Director Ferrell P. McClean         For           For         Management
8      Elect Director Timothy J. Probert         For           For         Management
9      Elect Director Steven J. Shapiro          For           For         Management
10     Elect Director J. Michael Talbert         For           For         Management
11     Elect Director Robert F. Vagt             For           For         Management
12     Elect Director John L. Whitmire           For           For         Management
13     Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
14     Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
15     Ratify Auditors                           For           For         Management


FOSTER WHEELER AG

Ticker:        FWLT           Security ID:   H27178104
Meeting Date:  FEB 24, 2011   Meeting Type:  Special
Record Date:   DEC 27, 2010



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Umberto della Sala as Director      For           For         Management
2      Authorize Repurchase of Issued Share
       Capital                                   For           For         Management
3      Transact Other Business (Voting)          For           Against     Management


FOSTER WHEELER AG

Ticker:        FWLT           Security ID:   H27178104
Meeting Date:  MAY 03, 2011   Meeting Type:  Annual
Record Date:   MAR 08, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Clayton C. Daley, Jr. as Director   For           For         Management
1.2    Elect Edward G. Galante as Director       For           For         Management
1.3    Elect Raymond J. Milchovich as Director   For           For         Management
2      Ratify PricewaterhouseCoopers AG as
       Auditors                                  For           For         Management
3      Ratify PricewaterhouseCoopers LLP as
       Independent Registered Public
       Accounting Firm                           For           For         Management
4      Accept Financial Statements and
       Statutory Reports                         For           For         Management
5      Approve Discharge of Board and Senior
       Management                                For           For         Management
6      Approve Creation of CHF 187 Million
       Pool of Capital without Preemptive
       Rights                                    For           For         Management


                                    Page 12





                                                               
7      Approve CHF 13 Million Reduction in
       Share Capital via Cancellation of
       Repurchased Shares                        For           For         Management
8      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
9      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
10     Approve Re-allocation of Free Reserves
       to Legal Reserves from Capital
       Contribution                              For           For         Management
11     Broadridge note: IN THE EVENT
       COUNTERPROPOSALS, ALTERATIONS OR
       AMENDMENTS OF THEAGENDA ITEMS OR OTHER
       MATTERS ARE RAISED AT THE ANNUAL
       GENERALMEETING, I INSTRUCT THE
       APPOINTED PROXIES TO VOTE AS FOLLOWS      For           Abstain     Management


FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:        FCX            Security ID:   35671D857
Meeting Date:  JUN 15, 2011   Meeting Type:  Annual
Record Date:   APR 19, 2011



#      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      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           Against     Management
3      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
4      Ratify Auditors                           For           For         Management
5      Request Director Nominee with
       Environmental Qualifications              Against       For         Shareholder


GILEAD SCIENCES, INC.

Ticker:        GILD           Security ID:   375558103
Meeting Date:  MAY 12, 2011   Meeting Type:  Annual
Record Date:   MAR 16, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Director John F. Cogan              For           For         Management
1.2    Elect Director Etienne F. Davignon        For           For         Management
1.3    Elect Director James M. Denny             For           For         Management
1.4    Elect Director Carla A. Hills             For           For         Management
1.5    Elect Director Kevin E. Lofton            For           For         Management
1.6    Elect Director John W. Madigan            For           For         Management
1.7    Elect Director John C. Martin             For           For         Management
1.8    Elect Director Gordon E. Moore            For           For         Management


                                    Page 13





                                                               
1.9    Elect Director Nicholas G. Moore          For           For         Management
1.10   Elect Director Richard J. Whitley         For           For         Management
1.11   Elect Director Gayle E. Wilson            For           For         Management
1.12   Elect Director Per Wold-Olsen             For           For         Management
2      Ratify Auditors                           For           For         Management
3      Amend Executive Incentive Bonus Plan      For           For         Management
4      Reduce Supermajority Vote Requirement     For           For         Management
5      Provide Right to Call Special Meeting     For           For         Management
6      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           Against     Management
7      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management


HALLIBURTON COMPANY

Ticker:        HAL            Security ID:   406216101
Meeting Date:  MAY 19, 2011   Meeting Type:  Annual
Record Date:   MAR 21, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Alan M. Bennett            For           For         Management
2      Elect Director James R. Boyd              For           For         Management
3      Elect Director Milton Carroll             For           For         Management
4      Elect Director Nance K. Dicciani          For           For         Management
5      Elect Director S. Malcolm Gillis          For           For         Management
6      Elect Director Abdallah S. Jum'ah         For           For         Management
7      Elect Director David J. Lesar             For           For         Management
8      Elect Director Robert A. Malone           For           For         Management
9      Elect Director J Landis Martin            For           For         Management
10     Elect Director Debra L. Reed              For           For         Management
11     Ratify Auditors                           For           For         Management
12     Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
13     Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
14     Review and Assess Human Rights Policies   Against       For         Shareholder
15     Report on Political Contributions         Against       For         Shareholder


HEWLETT-PACKARD COMPANY

Ticker:        HPQ            Security ID:   428236103
Meeting Date:  MAR 23, 2011   Meeting Type:  Annual
Record Date:   JAN 24, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director M. L. Andreessen           For           For         Management
2      Elect Director L. Apotheker               For           For         Management
3      Elect Director L.T. Babbio, Jr.           For           Against     Management
4      Elect Director S.M. Baldauf               For           Against     Management
5      Elect Director S. Banerji                 For           For         Management
6      Elect Director R.L. Gupta                 For           For         Management
7      Elect Director J.H. Hammergren            For           For         Management
8      Elect Director R.J. Lane                  For           For         Management
9      Elect Director  G.M. Reiner               For           For         Management
10     Elect Director P.F. Russo                 For           For         Management
11     Elect Director D. Senequier               For           For         Management
12     Elect Director G.K. Thompson              For           Against     Management
13     Elect Director M.C. Whitman               For           For         Management
14     Ratify Auditors                           For           For         Management


                                    Page 14





                                                               
15     Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           Against     Management
16     Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
17     Approve Qualified Employee Stock
       Purchase Plan                             For           For         Management
18     Amend Executive Incentive Bonus Plan      For           For         Management


HUDSON CITY BANCORP, INC.

Ticker:        HCBK           Security ID:   443683107
Meeting Date:  APR 19, 2011   Meeting Type:  Annual
Record Date:   MAR 01, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Ronald E. Hermance, Jr.    For           For         Management
2      Elect Director William G. Bardel          For           For         Management
3      Elect Director Scott A. Belair            For           For         Management
4      Elect Director Cornelius E. Golding       For           For         Management
5      Ratify Auditors                           For           For         Management
6      Approve Omnibus Stock Plan                For           For         Management
7      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
8      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
9      Declassify the Board of Directors         Against       For         Shareholder


INTEL CORPORATION

Ticker:        INTC           Security ID:   458140100
Meeting Date:  MAY 19, 2011   Meeting Type:  Annual
Record Date:   MAR 21, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Charlene Barshefsky        For           For         Management
2      Elect Director Susan L. Decker            For           For         Management
3      Elect Director John J. Donahoe            For           For         Management
4      Elect Director Reed E. Hundt              For           For         Management
5      Elect Director Paul S. Otellini           For           For         Management
6      Elect Director James D. Plummer           For           For         Management
7      Elect Director David S. Pottruck          For           For         Management
8      Elect Director Jane E. Shaw               For           For         Management
9      Elect Director Frank D. Yeary             For           For         Management
10     Elect Director David B. Yoffie            For           For         Management
11     Ratify Auditors                           For           For         Management
12     Amend Omnibus Stock Plan                  For           For         Management
13     Amend Qualified Employee Stock Purchase
       Plan                                      For           For         Management
14     Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
15     Advisory Vote on Say on Pay Frequency     None          One Year    Management


INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:        IBM            Security ID:   459200101
Meeting Date:  APR 26, 2011   Meeting Type:  Annual
Record Date:   FEB 25, 2011
                                    Page 15






#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director A. J. P. Belda             For           For         Management
2      Elect Director W. R. Brody                For           For         Management
3      Elect Director K. I. Chenault             For           For         Management
4      Elect Director M. L. Eskew                For           For         Management
5      Elect Director S. A. Jackson              For           For         Management
6      Elect Director A. N. Liveris              For           For         Management
7      Elect Director W. J. McNerney, Jr.        For           For         Management
8      Elect Director J. W. Owens                For           For         Management
9      Elect Director S. J. Palmisano            For           For         Management
10     Elect Director J. E. Spero                For           For         Management
11     Elect Director S. Taurel                  For           For         Management
12     Elect Director L. H. Zambrano             For           For         Management
13     Ratify Auditors                           For           For         Management
14     Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
15     Advisory Vote on Say on Pay Frequency     Three Years   One Year    Management
16     Provide for Cumulative Voting             Against       For         Shareholder
17     Report on Political Contributions         Against       For         Shareholder
18     Report on Lobbying Expenses               Against       For         Shareholder


L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:        LLL            Security ID:   502424104
Meeting Date:  APR 26, 2011   Meeting Type:  Annual
Record Date:   MAR 01, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Director H. Hugh Shelton            For           For         Management
1.2    Elect Director Michael T. Strianese       For           For         Management
1.3    Elect Director John P. White              For           For         Management
2      Ratify Auditors                           For           For         Management
3      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           Against     Management
4      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management


LULULEMON ATHLETICA INC.

Ticker:        LULU           Security ID:   550021109
Meeting Date:  JUN 08, 2011   Meeting Type:  Annual
Record Date:   APR 19, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1.1    Elect Director Michael Casey              For           For         Management
1.2    Elect Director RoAnn Costin               For           For         Management
1.3    Elect Director R. Brad Martin             For           For         Management
2      Ratify Auditors                           For           For         Management
3      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
4      Advisory Vote on Say on Pay Frequency     Three Years   One Year    Management
5      Amend Omnibus Stock Plan                  For           For         Management
6      Approve Executive Incentive Bonus Plan    For           For         Management
7      Approve Stock Split                       For           For         Management


                                    Page 16




MASSEY ENERGY COMPANY

Ticker:        MEE            Security ID:   576206106
Meeting Date:  OCT 06, 2010   Meeting Type:  Special
Record Date:   AUG 27, 2010



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Declassify the Board of Directors         For           For         Management
2      Eliminate Cumulative Voting               For           For         Management
3      Reduce Supermajority Vote Requirement
       Relating to Bylaw Amendments              For           For         Management
4      Reduce Supermajority Vote Requirement
       Relating to Business Combinations         For           For         Management
5      Provide Right to Call Special Meeting     For           For         Management
6      Increase Authorized Common Stock          For           For         Management


MASSEY ENERGY COMPANY

Ticker:        MEE            Security ID:   576206106
Meeting Date:  JUN 01, 2011   Meeting Type:  Special
Record Date:   APR 27, 2011



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


MCDONALD'S CORPORATION

Ticker:        MCD            Security ID:   580135101
Meeting Date:  MAY 19, 2011   Meeting Type:  Annual
Record Date:   MAR 22, 2011



#      Proposal                                  Mgt Rec       Vote Cast   Sponsor
                                                               
1      Elect Director Susan E. Arnold            For           For         Management
2      Elect Director Richard H. Lenny           For           For         Management
3      Elect Director Cary D. McMillan           For           For         Management
4      Elect Director Sheila A. Penrose          For           For         Management
5      Elect Director James A. Skinner           For           For         Management
6      Ratify Auditors                           For           For         Management
7      Advisory Vote to Ratify Named Executive
       Officers' Compensation                    For           For         Management
8      Advisory Vote on Say on Pay Frequency     One Year      One Year    Management
9      Reduce Supermajority Vote Requirement
       for Transactions With Interested
       Shareholders                              For           For         Management
10     Reduce Supermajority Vote Requirement
       Relating to the Board of Directors        For           For         Management
11     Reduce Supermajority Vote Requirement
       for Shareholder Action                    For           For         Management
12     Declassify the Board of Directors         Against       For         Shareholder
13     Require Suppliers to Adopt CAK            Against       Against     Shareholder
14     Report on Policy Responses to
       Children's Health Concerns and Fast
       Food                                      Against       Against     Shareholder
15     Report on Beverage Container
       Environmental Strategy                    Against       For         Shareholder


                                    Page 17



MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 03, 2010



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates III     For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. 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    Amend Bylaws to Establish a Board
      Committee on Environmental
      Sustainability                          Against   Against      Shareholder


NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011



#     Proposal                                Mgt Rec      Vote Cast   Sponsor
                                                           
1.1   Elect Director Peter C. Browning        For          For         Management
1.2   Elect Director Victoria F. Haynes       For          For         Management
1.3   Elect Director Christopher J. Kearney   For          For         Management
2     Ratify Auditors                         For          For         Management
3     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For          For         Management
4     Advisory Vote on Say on Pay Frequency   Three Years  One Year    Management
5     Require a Majority Vote for the
      Election of Directors                   Against      For         Shareholder
6     Require Independent Board Chairman      Against      For         Shareholder


OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management


                                    Page 18





                                                         
4     Elect Director Edward P. Djerejian      For       Against      Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       Against      Management
9     Elect Director Avedick B. Poladian      For       For          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    Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management

16    Advisory Vote on Say on Pay Frequency   None      One Year     Management
17    Review Political Expenditures and
      Processes                               Against   For          Shareholder

18    Request Director Nominee with
      Environmental Qualifications            Against   Against      Shareholder


PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011



#     Proposal                                Mgt Rec     Vote Cast    Sponsor
                                                           
1     Elect Director S.L. Brown               For         For          Management
2     Elect Director I.M. Cook                For         For          Management
3     Elect Director D. Dublon                For         For          Management
4     Elect Director V.J. Dzau                For         For          Management
5     Elect Director R.L. Hunt                For         For          Management
6     Elect Director A. Ibarguen              For         For          Management
7     Elect Director A.C. Martinez            For         For          Management
8     Elect Director I.K. Nooyi               For         For          Management
9     Elect Director S.P. Rockefeller         For         For          Management
10    Elect Director J.J. Schiro              For         For          Management
11    Elect Director L.G. Trotter             For         For          Management
12    Elect Director D. Vasella               For         For          Management
13    Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For         For          Management
14    Advisory Vote on Say on Pay Frequency   Three Years One Year     Management
15    Ratify Auditors                         For         For          Management
16    Adopt Majority Voting for Uncontested
      Election of Directors                   For         For          Management
17    Amend Articles/Bylaws/Charter -- Call
      Special Meetings                        Against     For          Shareholder
18    Report on Political Contributions       Against     Against      Shareholder


PETROLEO BRASILEIRO

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: AUG 12, 2010   Meeting Type: Special
Record Date:  AUG 04, 2010

                                    Page 19





#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Ratify Engagement of
      PricewaterhouseCoopers Corporate
      Finance and Recovery Ltda to Prepare
      Valuation Report of Four Federal
      Treasury Bills to Be Used by
      Shareholders to Pay for Shares
      Subscribed in Primary Public Offering   For       For          Management
2     Approve PricewaterhouseCoopers
      Corporate Finance and Recovery Ltda's
      Valuation Report                        For       For          Management
3     Authorize Board to Ratify and Execute
      Approved Resolutions                    For       For          Management


PETROLEO BRASILEIRO

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: DEC 07, 2010   Meeting Type: Special
Record Date:  NOV 19, 2010



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Approve Agreement to Absorb Marlim
      Participacoes S.A.                      For       For          Management
2     Approve Agreement to Absorb Nova Marlim
      Participacoes S.A.                      For       For          Management
3     Appoint KPMG Auditores Independentes to
      Appraise Proposed Merger                For       For          Management
4     Approve Appraisal of Proposed Merger    For       For          Management
5     Approve Absorption of Marlim
      Participacoes S.A. and Nova Marlim
      Participacoes S.A.                      For       For          Management


PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: JAN 31, 2011   Meeting Type: Special
Record Date:  JAN 03, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Approve Agreement to Absorb Comperj
      Petroquimicos Basicos SA                For       For          Management
2     Approve Agreement to Absorb Comperj PET
      SA                                      For       For          Management
3     Appoint Independent Firm to Appraise
      Proposed Mergers                        For       For          Management
4     Approve Independent Firm's Appraisal    For       For          Management
5     Approve Absorption of Comperj
      Petroquimicos Basicos SA and Comperj
      PET SA                                  For       For          Management
6     Amend Articles to Reflect Changes in
      Capital                                 For       For          Management
7     Amend Article 4 to Eliminate Authorized
      Capital Limit                           For       For          Management
8     Amend Article 4 to Specify that Share
      Issuances Will be Submitted to
      Shareholder Meetings                    For       For          Management
9     Renumber Articles                       For       For          Management
10    Renumber Articles                       For       For          Management
11    Amend Articles                          For       For          Management
12    Amend Articles                          For       For          Management
13    Amend Articles                          For       For          Management


                                    Page 20



PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: APR 04, 2011   Meeting Type: Special
Record Date:  MAR 23, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Amend Article 20                        For       For          Management
2.1   Approve Agreement to Absorb Companhia
      Mexilhao do Brasil                      For       For          Management
2.2   Appoint KPMG to Appraise Proposed
      Absorption                              For       For          Management
2.3   Approve KPMG's Appraisal                For       For          Management
2.4   Approve Absorption of Companhia
      Mexilhao do Brasil                      For       For          Management
2.5   Authorize Board to Ratify and Execute
      Approved Resolutions                    For       For          Management


PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: APR 28, 2011   Meeting Type: Annual/Special
Record Date:  APR 01, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Accept Financial Statements and
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010                           For       For          Management
2     Approve Capital Budget for Upcoming
      Fiscal Year                             For       For          Management
3     Approve Allocation of Income and
      Dividends                               For       For          Management
4     Elect Directors                         For       Against      Management
5     Elect Board Chairman                    For       For          Management
6     Elect Fiscal Council Members            For       For          Management
7     Approve Remuneration of Executive
      Officers, Non-Executive Directors, and
      Fiscal Council Members                  For       For          Management
1     Authorize Capitalization of Reserves
      without Issuance of New Shares          For       For          Management


POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 12, 2011   Meeting Type: Annual/Special
Record Date:  MAR 16, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect Director C. M. Burley             For       For          Management
1.2   Elect Director W. J. Doyle              For       For          Management
1.3   Elect Director J. W. Estey              For       For          Management


                                    Page 21




                                                         
1.4   Elect Director C. S. Hoffman            For       For          Management
1.5   Elect Director D. J. Howe               For       For          Management
1.6   Elect Director A. D. Laberge            For       For          Management
1.7   Elect Director K. G. Martell            For       For          Management
1.8   Elect Director J. J. McCaig             For       For          Management
1.9   Elect Director M. Mogford               For       For          Management
1.10  Elect Director P. J. Schoenhals         For       For          Management
1.11  Elect Director E. R. Stromberg          For       For          Management
1.12  Elect Director E. Viyella de Paliza     For       For          Management
2     Ratify Deloitte & Touche LLP as
      Auditors                                For       For          Management
3     Approve 2011 Performance Option Plan    For       For          Management
4     Advisory Vote on Executive Compensation
      Approach                                For       For          Management


QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 10, 2011



#     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 Francisco Ros            For           For          Management
1.12  Elect Director Brent Scowcroft          For           For          Management
1.13  Elect Director Marc I. Stern            For           For          Management
2     Amend Omnibus Stock Plan                For           For          Management
3     Amend Qualified Employee Stock Purchase
      Plan                                    For           For          Management
4     Ratify Auditors                         For           For          Management
5     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For           For          Management
6     Advisory Vote on Say on Pay Frequency   Three Years   One Year     Management

7     Require a Majority Vote for the
      Election of Directors                   Against       For          Shareholder


RESEARCH IN MOTION LTD

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 13, 2010   Meeting Type: Annual
Record Date:  MAY 25, 2010



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect James L. Balsillie as Director    For       For          Management
1.2   Elect Mike Lazaridis as Director        For       For          Management
1.3   Elect James Estill as Director          For       For          Management
1.4   Elect David Kerr as Director            For       For          Management


                                     Page 22





                                                         
1.5   Elect Roger Martin as Director          For       For          Management
1.6   Elect John Richardson as Director       For       For          Management
1.7   Elect Barbara Stymiest as Director      For       For          Management
1.8   Elect Antonio Viana-Baptista as
      Director                                For       For          Management
1.9   Elect John Wetmore as Director          For       For          Management
2     Approve Ernst & Young LLP as Auditors
      and Authorize Board to Fix Their
      Remuneration                            For       For          Management


SANDISK CORPORATION

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect Director Michael Marks            For       For          Management
1.2   Elect Director Kevin DeNuccio           For       For          Management
1.3   Elect Director Irwin Federman           For       For          Management
1.4   Elect Director Steven J. Gomo           For       For          Management
1.5   Elect Director Eddy W. Hartenstein      For       For          Management
1.6   Elect Director Chenming Hu              For       For          Management
1.7   Elect Director Catherine P. Lego        For       For          Management
1.8   Elect Director Sanjay Mehrotra          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase
      Plan                                    For       For          Management
5     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect Director Harris J. Ashton         For       For          Management
1.2   Elect Director Frank J. Crothers        For       For          Management
1.3   Elect Director J. Michael Luttig        For       For          Management
1.4   Elect Director Constantine D.
      Tseretopoulos                           For       For          Management
2     Ratify Auditors                         For       For          Management


THE CLOROX COMPANY

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 17, 2010   Meeting Type: Annual
Record Date:  SEP 20, 2010

                                    Page 23






#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Elect Director Daniel Boggan, Jr.       For       For          Management
2     Elect Director Richard H. Carmona       For       For          Management
3     Elect Director Tully M. Friedman        For       For          Management
4     Elect Director George J. Harad          For       For          Management
5     Elect Director Donald R. Knauss         For       For          Management
6     Elect Director Robert W. Matschullat    For       For          Management
7     Elect Director Gary G. Michael          For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jan L. Murley            For       For          Management
10    Elect Director Pamela Thomas-Graham     For       For          Management
11    Elect Director Carolyn M. Ticknor       For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management
15    Require Independent Board Chairman      Against   Against      Shareholder


THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lois D. Juliber          For       For          Management
9     Elect Director Lakshmi N. Mittal        For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       Against      Management
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   For          Shareholder
15    Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
16    Stock Retention/Holding Period          Against   For          Shareholder
17    Review Executive Compensation           Against   Against      Shareholder
18    Report on Climate Change Business Risks Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Elect Director Alan S. Armstrong        For       For          Management
2     Elect Director Joseph R. Cleveland      For       For          Management
3     Elect Director Juanita H. Hinshaw       For       For          Management
4     Elect Director Frank T. MacInnis        For       For          Management
5     Elect Director Janice D. Stoney         For       For          Management
6     Elect Director Laura A. Sugg            For       For          Management


                                    Page 24





                                                         
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director Thomas J. Donohue        For       For          Management
1.4   Elect Director Archie W. Dunham         For       For          Management
1.5   Elect Director Judith Richards Hope     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Michael R. McCarthy      For       For          Management
1.8   Elect Director Michael W. McConnell     For       For          Management
1.9   Elect Director Thomas F. McLarty III    For       For          Management
1.10  Elect Director Steven R. Rogel          For       For          Management
1.11  Elect Director Jose H. Villarreal       For       For          Management
1.12  Elect Director James R. Young           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5a    Reduce Supermajority Vote Requirement
      Relating to Preference Rights of
      Preferred Stock                         For       For          Management
5b    Reduce Supermajority Vote Requirement
      Relating to Removal of Directors        For       For          Management
5c    Reduce Supermajority Vote Requirement
      Relating to Amendments to Authorized
      Capital Stock                           For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder


UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director Carolyn Corvi            For       For          Management
1.3   Elect Director W. James Farrell         For       For          Management
1.4   Elect Director Jane C. Garvey           For       For          Management
1.5   Elect Director Walter Isaacson          For       For          Management
1.6   Elect Director Henry L. Meyer III       For       For          Management
1.7   Elect Director Oscar Munoz              For       For          Management
1.8   Elect Director James J. O'Connor        For       For          Management
1.9   Elect Director Laurence E. Simmons      For       For          Management
1.10  Elect Director Jeffery A. Smisek        For       For          Management
1.11  Elect Director Glenn F. Tilton          For       For          Management
1.12  Elect Director David J. Vitale          For       For          Management


                                    Page 25





                                                         
1.13  Elect Director John H. Walker           For       For          Management
1.14  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 23, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011



#     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 Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Amend Qualified Employee Stock Purchase
      Plan                                    For       For          Management
15    Ratify Auditors                         For       For          Management


VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011



#     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 Lowell C. Mcadam         For       For          Management
5     Elect Director Sandra O. Moose          For       For          Management
6     Elect Director Joseph Neubauer          For       For          Management
7     Elect Director Donald T. Nicolaisen     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    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Performance-Based Equity Awards         Against   For          Shareholder


                                     Page 26





                                                         
18    Restore or Provide for Cumulative
      Voting                                  Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call
      Special Meetings                        Against   For          Shareholder


VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  DEC 03, 2010



#     Proposal                                Mgt Rec   Vote Cast    Sponsor
                                                         
1     Declassify the Board of Directors       For       For          Management
2     Adopt Majority Voting for Uncontested
      Election of Directors                   For       For          Management
3.1   Elect Director Gary P. Coughlan         For       For          Management
3.2   Elect Director Mary B. Cranston         For       For          Management
3.3   Elect Director Francisco Javier
      Fernandez-Carbajal                      For       For          Management
3.4   Elect Director Robert W. Matschullat    For       For          Management
3.5   Elect Director Cathy E. Minehan         For       For          Management
3.6   Elect Director Suzanne Nora Johnson     For       For          Management
3.7   Elect Director David J. Pang            For       For          Management
3.8   Elect Director Joseph W. Saunders       For       For          Management
3.9   Elect Director William S. Shanahan      For       For          Management
3.10  Elect Director  John A. Swainson        For       For          Management
4.1   Elect Director Suzanne Nora Johnson     For       For          Management
4.2   Elect Director Joseph W. Saunders       For       For          Management
4.3   Elect Director John A. Swainson         For       For          Management
5     Advisory Vote to Ratify Named Executive
      Officers' Compensation                  For       For          Management
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Ratify Auditors                         For       For          Management


========== END NPX REPORT
                                     Page 27




                                   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 7/27/11

*    Print the name and title of each signing officer under his or her
     signature.