UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08861

 Morgan Stanley Value Fund
 (Exact name of registrant as specified in charter)

 522 Fifth Avenue, New York, New York 10036
(Address of principal executive offices) (Zip code)

 Stefanie V. Chang Yu, Esq.
 Managing Director
 Morgan Stanley Investment Advisors Inc.
 522 Fifth Avenue
 New York, New York 10036
 (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397

Date of fiscal year end: 9/30

Date of reporting period: 7/1/09 - 5/31/10

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

ICA File Number: 811-08861
Reporting Period: 07/01/2009 - 05/31/2010
Morgan Stanley Value Fund

========================== MORGAN STANLEY VALUE FUND ===========================

ABBOTT LABORATORIES

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

Record Date: FEB 24, 2010

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


ACCENTURE PLC

Ticker: ACN Security ID: G1150G111
Meeting Date: AUG 5, 2009 Meeting Type: Special
Record Date: JUN 19, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Reincorporation from Bermuda to For For Management
 Ireland through Scheme of Arrangement
2 Adjourn Meeting For For Management
1 Approve Reincorporation from Bermuda to For For Management
 Ireland through Scheme of Arrangement
2 Adjourn Meeting For For Management
1 Approve the Creation of Distributable For For Management
 Reserves for Accenture plc
2 Adjourn Meeting For For Management


ACCENTURE PLC

Ticker: ACN Security ID: G1151C101
Meeting Date: FEB 4, 2010 Meeting Type: Annual
Record Date: DEC 14, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Reelect William L. Kimsey as a Director For For Management
1.2 Reelect Robert I. Lipp as a Director For For Management
1.3 Reelect Wulf von Schimmelmann as a For For Management
 Director
2 Approve KPMG as Auditors and Authorize For For Management
 Board to Fix Their Remuneration
3 Approve 2010 Share Incentive Plan For Against Management
4 Approve 2010 Employee Share Purchase For For Management
 Plan
5 Change Location of Annual Meeting For For Management
6 Authorize Open-Market Purchases of For For Management
 Class A Ordinary Shares
7 Authorize Board to Determine Price For For Management
 Range for the Issuance of Acquired
 Treasury Stock


AFLAC INCORPORATED

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

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


ALCOA INC.

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

Record Date: JAN 27, 2010

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


ALTRIA GROUP, INC.

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

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


AT&T INC.

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

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


BANK OF AMERICA CORP.

Ticker: BAC Security ID: 060505104 Meeting Date: FEB 23, 2010 Meeting Type: Special Record Date: JAN 7, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
2 Adjourn Meeting For For Management


BANK OF AMERICA CORPORATION

Ticker: BAC Security ID: 060505104 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010

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


BANK OF NEW YORK MELLON CORPORATION, THE

Ticker: BK Security ID: 064058100 Meeting Date: APR 13, 2010 Meeting Type: Annual

Record Date: FEB 12, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruth E. Bruch For For Management
1.2 Elect Director Nicholas M. Donofrio For For Management
1.3 Elect Director Gerald L. Hassell For For Management
1.4 Elect Director Edmund F. Kelly For For Management
1.5 Elect Director Robert P. Kelly For For Management
1.6 Elect Director Richard J. Kogan For For Management
1.7 Elect Director Michael J. Kowalski For For Management
1.8 Elect Director John A. Luke, Jr. For For Management
1.9 Elect Director Robert Mehrabian For For Management
1.10 Elect Director Mark A. Nordenberg For For Management
1.11 Elect Director Catherine A. Rein For For Management
1.12 Elect Director William C. Richardson For For Management
1.13 Elect Director Samuel C. Scott III For For Management
1.14 Elect Director John P. Surma For For Management
1.15 Elect Director Wesley W. von Schack For For Management
2 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
3 Ratify Auditors For For Management
4 Provide for Cumulative Voting Against Against Shareholder
5 Stock Retention/Holding Period Against For Shareholder
6 Submit Severance Agreement Against For Shareholder
 (Change-in-Control) to Shareholder Vote


BERKSHIRE HATHAWAY INC.

Ticker: BRK.A Security ID: 084670207 Meeting Date: JAN 20, 2010 Meeting Type: Special Record Date: NOV 30, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Stock Split For For Management
2 Approve Split of Class B Stock Without For For Management
 Splitting Class A Stock
3 Adjust Par Value of Common Stock For For Management
4 Increase Authorized Common Stock For For Management
5 Remove Requirement of Issuing Physical For For Management
 Stock Certificates for Class B Stock
 Upon Conversion of Class A Stock


BERKSHIRE HATHAWAY INC.

Ticker: BRK.B Security ID: 084670702
Meeting Date: MAY 1, 2010 Meeting Type: Annual
Record Date: MAR 3, 2010

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


BOSTON SCIENTIFIC CORP.

Ticker: BSX Security ID: 101137107 Meeting Date: MAY 11, 2010 Meeting Type: Annual

Record Date: MAR 12, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John E. Abele For Withhold Management
1.2 Elect Director Katharine T. Bartlett For For Management
1.3 Elect Director Bruce L. Byrnes For For Management
1.4 Elect Director Nelda J. Connors For For Management
1.5 Elect Director J. Raymond Elliott For For Management
1.6 Elect Director Marye Anne Fox For Withhold Management
1.7 Elect Director Ray J. Groves For Withhold Management
1.8 Elect Director Ernest Mario For For Management
1.9 Elect Director N.J. Nicholas, Jr. For Withhold Management
1.10 Elect Director Pete M. Nicholas For Withhold Management
1.11 Elect Director Uwe E. Reinhardt For For Management
1.12 Elect Director John E. Sununu For For Management

2 Ratify Auditors For For Management
3 Other Business For Against Management


BP PLC

Ticker: BP. Security ID: 055622104 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: FEB 19, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 To Receive The Directors Annual Report For For Management
 And Accounts
2 To Approve The Directors Remuneration For For Management
 Report
3 To Elect P Anderson As A Director For For Management
4 To Re-elect A Burgmans As A Director For For Management
5 To Re-elect C B Carroll As A Director For For Management
6 To Re-elect William Castell As A For For Management
 Director
7 To Re-elect I C Conn As A Director For For Management
8 To Re-elect G David As A Director For Against Management
9 To Elect I E L Davis As A Director For For Management
10 To Re-elect R Dudley As A Director For For Management
11 To Re-elect D J Flint As A Director For For Management
12 To Re-elect B E Grote As A Director For For Management
13 To Re-elect A B Hayward As A Director For For Management
14 To Re-elect A G Inglis As A Director For For Management
15 To Re-elect D S Julius As A Director For For Management
16 To Elect C-H Svanberg As A Director For For Management
17 To Reappoint Ernst & Young Llp As For For Management
 Auditors And Authorize The board To Fix
 Their Remuneration
18 To Adopt New Articles Of Association For For Management
19 To Give Limited Authority For The For For Management
 Purchaseof Its Own Shares By The
 Company
20 To Give Limited Authority To Allot For For Management
 Shares Up To A Specified amount
21 To Give Authority To Allot A Limited For For Management
 Number of Shares For Cash Free Of
 Pre-emption Rights
22 To Authorize The Calling Of General For For Management
 Meetings(excluding Annual General
 Meetings) By Notice Of At Least 14
 clear Days
23 To Approve The Renewal Of The Executive For For Management
 Directors Incentive Plan
24 To Approve The Scrip Dividend Programme For For Management
25 Special Resolution: To Instruct A Against Against Shareholder
 Committee Of The Board To Review The
 Assumptions Behind The Sunrise Project


BRISTOL-MYERS SQUIBB COMPANY

Ticker: BMY Security ID: 110122108
Meeting Date: MAY 4, 2010 Meeting Type: Annual
Record Date: MAR 11, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lamberto Andreotti For For Management
2 Elect Director Lewis B. Campbell For For Management
3 Elect Director James M. Cornelius For For Management
4 Elect Director Louis J. Freeh For For Management
5 Elect Director Laurie H. Glimcher, M.D For For Management
6 Elect Director Michael Grobstein For For Management
7 Elect Director Leif Johansson For For Management
8 Elect Director Alan J. Lacy For For Management
9 Elect Director Vicki L. Sato, Ph.D. For For Management
10 Elect Director Togo D. West, Jr. For For Management
11 Elect Director R. Sanders Williams, For For Management
 M.D.
12 Ratify Auditors For For Management
13 Provide Right to Call Special Meeting For For Management
14 Reduce Supermajority Vote Requirements For For Management
 Applicable to Common Stock
15 Reduce Supermajority Vote Requirement For For Management
 Applicable to Preferred Stock
16 Increase Disclosure of Executive Against Against Shareholder
 Compensation
17 Provide Right to Act by Written Consent Against For Shareholder
18 Report and Set Goals Related to Animal Against Against Shareholder
 Use and Testing


CARDINAL HEALTH, INC.

Ticker: CAH Security ID: 14149Y108
Meeting Date: NOV 4, 2009 Meeting Type: Annual
Record Date: SEP 9, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Colleen F. Arnold For For Management
1.2 Elect Director George S. Barrett For For Management
1.3 Elect Director Glenn A. Britt For For Management
1.4 Elect Director Calvin Darden For Against Management
1.5 Elect Director Bruce L. Downey For For Management
1.6 Elect Director John F. Finn For For Management
1.7 Elect Director Gregory B. Kenny For Against Management
1.8 Elect Director Richard C. Notebaert For Against Management
1.9 Elect Director David W. Raisbeck For For Management
1.10 Elect Director Jean G. Spaulding For Against Management

2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Performance-Based Equity Awards Against Against Shareholder
5 Require Independent Board Chairman Against Against Shareholder


CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 1, 2010

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


CHUBB CORPORATION, THE

Ticker: CB Security ID: 171232101 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: MAR 8, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Zoe Baird For For Management
2 Elect Director Sheila P. Burke For For Management
3 Elect Director James I. Cash, Jr. For For Management
4 Elect Director John D. Finnegan For For Management
5 Elect Director Martin G. Mcguinn For For Management
6 Elect Director Lawrence M. Small For For Management
7 Elect Director Jess Soderberg For For Management
8 Elect Director Daniel E. Somers For For Management
9 Elect Director Karen Hastie Williams For For Management
10 Elect Director James M. Zimmerman For For Management
11 Elect Director Alfred W. Zollar For For Management
12 Ratify Auditors For For Management


CISCO SYSTEMS, INC.

Ticker: CSCO Security ID: 17275R102 Meeting Date: NOV 12, 2009 Meeting Type: Annual Record Date: SEP 14, 2009

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


CITIGROUP INC.

Ticker: C Security ID: 172967101 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 25, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Alain J.P. Belda For Against 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 Andrew N. Liveris For For Management
6 Elect Director Michael E. O'Neill For For Management
7 Elect Director Vikram S. Pandit For For Management
8 Elect Director Richard D. Parsons For For Management
9 Elect Director Lawrence R. Ricciardi For For Management
10 Elect Director Judith Rodin For For Management
11 Elect Director Robert L. Ryan For Against Management
12 Elect Director Anthony M. Santomero For For Management
13 Elect Director Diana L. Taylor For For Management
14 Elect Director William S. Thompson, Jr. For For Management
15 Elect Director Ernesto Zedillo For For Management
16 Ratify Auditors For For Management
17 Amend Omnibus Stock Plan For For Management
18 Amend Omnibus Stock Plan For For Management
19 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
20 Amend NOL Rights Plan (NOL Pill) For For Management
21 Approve Reverse Stock Split For For Management
22 Affirm Political Non-Partisanship Against Against Shareholder
23 Report on Political Contributions Against For Shareholder
24 Report on Collateral in Derivatives Against Against Shareholder
 Trading
25 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
26 Stock Retention/Holding Period Against For Shareholder
27 Reimburse Expenses Incurred by Against Abstain Shareholder
 Stockholder in Contested Election of
 Directors


COCA-COLA COMPANY, THE

Ticker: KO Security ID: 191216100 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: FEB 22, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Herbert A. Allen For For Management
2 Elect Director Ronald W. Allen For For Management
3 Elect Director Cathleen P. Black For Against Management
4 Elect Director Barry Diller For For Management
5 Elect Director Alexis M. Herman For For Management
6 Elect Director Muhtar Kent For For Management
7 Elect Director Donald R. Keough For For Management
8 Elect Director Maria Elena Lagomasino For For Management
9 Elect Director Donald F. McHenry For For Management
10 Elect Director Sam Nunn For For Management
11 Elect Director James D. Robinson III For Against Management
12 Elect Director Peter V. Ueberroth For For Management
13 Elect Director Jacob Wallenberg For For Management
14 Elect Director James B. Williams For Against Management
15 Ratify Auditors For For Management
16 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
17 Require Independent Board Chairman Against For Shareholder
18 Performance-Based Equity Awards Against Against Shareholder

19 Publish Report on Chemical Bisphenol A Against Against Shareholder
(BPA)


COGNEX CORPORATION

Ticker: CGNX Security ID: 192422103
Meeting Date: APR 22, 2010 Meeting Type: Special
Record Date: FEB 26, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert J. Shillman For Withhold Management
1.2 Elect Director Anthony Sun For Withhold Management


COMCAST CORPORATION

Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 20, 2010 Meeting Type: Annual

Record Date: MAR 11, 2010

# 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 Julian A. Brodsky For For Management
1.6 Elect Director Joseph J. Collins For For Management
1.7 Elect Director J. Michael Cook For For Management
1.8 Elect Director Gerald L. Hassell For For Management
1.9 Elect Director Jeffrey A. Honickman 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 Withhold Management
1.13 Elect Director Michael I. Sovern For For Management
2 Ratify Auditors For For Management
3 Amend Executive Incentive Bonus Plan For For Management
4 Provide for Cumulative Voting Against Against Shareholder
5 Adopt Policy on Succession Planning Against Against Shareholder
6 Require Independent Board Chairman Against For Shareholder


COMPUTER SCIENCES CORPORATION

Ticker: CSC Security ID: 205363104
Meeting Date: AUG 3, 2009 Meeting Type: Annual
Record Date: JUN 8, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Irving W. Bailey, II For For Management
1.2 Elect Director David J. Barram For For Management
1.3 Elect Director Stephen L. Baum For For Management
1.4 Elect Director Rodney F. Chase For For Management
1.5 Elect Director Judith R. Haberkorn For For Management
1.6 Elect Director Michael W. Laphen For For Management
1.7 Elect Director F. Warren McFarlan For For Management
1.8 Elect Director Chong Sup Park For For Management
1.9 Elect Director Thomas H. Patrick For For Management
2 Ratify Auditors For Against Management


CONOCOPHILLIPS

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

Record Date: MAR 15, 2010

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


CVS CAREMARK CORPORATION

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Edwin M. Banks For For Management
2 Elect Director C. David Brown II For For Management
3 Elect Director David W. Dorman For For Management
4 Elect Director Kristen Gibney Williams For For Management
5 Elect Director Marian L. Heard For For Management
6 Elect Director William H. Joyce For For Management
7 Elect Director Jean-Pierre Millon For For Management
8 Elect Director Terrence Murray For For Management
9 Elect Director C.A. Lance Piccolo For For Management
10 Elect Director Sheli Z. Rosenberg For For Management
11 Elect Director Thomas M. Ryan For For Management
12 Elect Director Richard J. Swift For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management

15 Provide Right to Call Special Meeting For For Management
16 Report on Political Contributions Against For Shareholder
17 Adopt Global Warming Principles Against Against Shareholder


DELL INC.

Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 17, 2009 Meeting Type: Annual

Record Date: MAY 22, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James W. Breyer For For Management
1.2 Elect Director Donald J. Carty For For Management
1.3 Elect Director Michael S. Dell For For Management
1.4 Elect Director William H. Gray, III For For Management
1.5 Elect Director Sallie L. Krawcheck For For Management
1.6 Elect Director Judy C. Lewent For For Management
1.7 Elect Director Thomas W. Luce, III For Withhold Management
1.8 Elect Director Klaus S. Luft For For Management
1.9 Elect Director Alex J. Mandl For For Management
1.10 Elect Director Sam Nunn For For Management

2 Ratify Auditors For For Management
3 Reimburse Proxy Contest Expenses Against For Shareholder
4 Reduce Supermajority Vote Requirement Against For Shareholder


E. I. DU PONT DE NEMOURS AND COMPANY

Ticker: DD Security ID: 263534109 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 3, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Samuel W. Bodman For For Management
2 Elect Director Richard H. Brown For For Management
3 Elect Director Robert A. Brown For For Management
4 Elect Director Bertrand P. Collomb For For Management
5 Elect Director Curtis J. Crawford For For Management
6 Elect Director Alexander M. Cutler For For Management
7 Elect Director John T. Dillon For For Management
8 Elect Director Eleuthere I. Du Pont For For Management
9 Elect Director Marillyn A. Hewson For For Management
10 Elect Director Lois D. Juliber For For Management
11 Elect Director Ellen J. Kullman For For Management
12 Elect Director William K. Reilly For For Management
13 Ratify Auditors For For Management

14 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation
15 Amend Human Rights Policy to Address Against Against Shareholder Seed Saving


EBAY INC.

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director David M. Moffett For For Management
2 Elect Director Richard T. Schlosberg, For For Management
III

3 Elect Director Thomas J. Tierney For For Management
4 Amend Executive Incentive Bonus Plan For For Management
5 Amend Omnibus Stock Plan For For Management
6 Ratify Auditors For For Management


ELI LILLY AND COMPANY

Ticker: LLY Security ID: 532457108 Meeting Date: APR 19, 2010 Meeting Type: Annual Record Date: FEB 12, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director R. Alvarez For For Management
2 Elect Director W. Bischoff For For Management
3 Elect Director R.D. Hoover For For Management
4 Elect Director F.G. Prendergast For For Management
5 Elect Director K.P. Seifert For For Management
6 Ratify Auditors For For Management
7 Declassify the Board of Directors For For Management
8 Reduce Supermajority Vote Requirement For For Management
9 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
10 Prohibit CEOs from Serving on Against Against Shareholder
 Compensation Committee
11 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
12 Stock Retention/Holding Period Against For Shareholder


EMERSON ELECTRIC CO.

Ticker: EMR Security ID: 291011104
Meeting Date: FEB 2, 2010 Meeting Type: Annual
Record Date: NOV 24, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. A. H. Boersig For For Management
1.2 Elect Director C. Fernandez G. For For Management
1.3 Elect Director W. J. Galvin For For Management
1.4 Elect Director R. L. Stephenson For For Management
1.5 Elect Director V. R. Loucks, Jr. For Withhold Management
1.6 Elect Director R. L. Ridgway For Withhold Management

2 Amend Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management


FLEXTRONICS INTERNATIONAL LTD.

Ticker: FLEX Security ID: Y2573F102 Meeting Date: JUL 13, 2009 Meeting Type: Special Record Date:

# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Exisiting Equity Incentive Plans For For Management


FLEXTRONICS INTERNATIONAL LTD.

Ticker: FLEX Security ID: Y2573F102 Meeting Date: SEP 22, 2009 Meeting Type: Annual Record Date:

# Proposal Mgt Rec Vote Cast Sponsor
1 Re-election Of Director: James A. For Against Management
 Davidson
2 Re-election Of Director: Lip Bu Tan For For Management
3 Re-election Of Director: Robert L. For For Management
 Edwards
4 Re-election Of Director: Daniel H. For For Management
 Schulman
5 Re-election Of Director: William D. For For Management
 Watkins
6 Approve The Reappointment Of Deloitte & For For Management
 Touche Llp As Flextronics' Independent
 Auditors For The 2010 Fiscal Year Andto
 Authorize The Board Of Directors To Fix
 Its Remuneration.
7 Approve The General Authorization For For For Management
 The Directors Offlextronics To Allot
 And Issue Ordinary Shares.
8 Approve The Renewal Of The Share For For Management
 Purchase Mandate Relating To
 Acquisitions By Flextronics Of Its Own
 Issued Ordinary Shares.
9 Approve Changes In The Cash For For Management
 Compensation Payable To Flextronics'
 Non-employee Directors And Additional
 Cash Compensation For The Chairman Of
 The Board Of Directors.


GENERAL ELECTRIC COMPANY

Ticker: GE Security ID: 369604103 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: MAR 1, 2010

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


GLAXOSMITHKLINE PLC

Ticker: GSK Security ID: 37733W105
Meeting Date: MAY 6, 2010 Meeting Type: Annual
Record Date: MAR 9, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 To Receive And Adopt The Directors For For Management
 Report And The Financialstatements
2 To Approve The Remuneration Report For For Management
3 To Re-elect Dr Stephanie Burns As A For For Management
 Director
4 To Re-elect Mr Julian Heslop As A For For Management
 Director
5 To Re-elect Sir Deryck Maughan As A For For Management
 Director
6 To Re-elect Dr Daniel Podolsky As A For For Management
 Director
7 To Re-elect Sir Robert Wilson As A For For Management
 Director
8 Re-appointment Of Auditors For For Management
9 Remuneration Of Auditors For For Management
10 To Authorise The Company And Its For For Management
 Subsidiaries To Make Donations to
 Political Organisations And Incur
 Political Expenditure
11 Authority To Allot Shares For For Management
12 Disapplication Of Pre-emption Rights For For Management
13 Authority For The Company To Purchase For For Management
 Its Own Shares
14 Exemption From Statement Of Senior For For Management
 Statutory Auditor's Name
15 Reduced Notice Of A General Meeting For For Management
 Other Than An Agm
16 Adopt New Articles Of Association For For Management


GOLDMAN SACHS GROUP, INC., THE

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

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


HALLIBURTON COMPANY

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

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


HEWLETT-PACKARD COMPANY

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

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc L. Andreessen For For Management
1.2 Elect Director Lawrence T. Babbio, Jr. For For Management
1.3 Elect Director Sari M. Baldauf For For Management
1.4 Elect Director Rajiv L. Gupta For For Management
1.5 Elect Director John H. Hammergren For For Management
1.6 Elect Director Mark V. Hurd For For Management
1.7 Elect Director Joel Z. Hyatt For For Management
1.8 Elect Director John R. Joyce For For Management
1.9 Elect Director Robert L. Ryan For Abstain Management
1.10 Elect Director Lucille S. Salhany For For Management
1.11 Elect Director G. Kennedy Thompson For Against Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Company Request on Advisory Vote on For For Management
 Executive Compensation


HOME DEPOT, INC., THE

Ticker: HD Security ID: 437076102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director F. Duane Ackerman For For Management
2 Elect Director David H. Batchelder For For Management
3 Elect Director Francis S. Blake For For Management
4 Elect Director Ari Bousbib For For Management
5 Elect Director Gregory D. Brenneman For For Management
6 Elect Director Albert P. Carey For For Management
7 Elect Director Armando Codina For For Management
8 Elect Director Bonnie G. Hill For For Management
9 Elect Director Karen L. Katen For For Management
10 Ratify Auditors For For Management
11 Amend Omnibus Stock Plan For For Management
12 Provide for Cumulative Voting Against Against Shareholder
13 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation
14 Amend Articles/Bylaws/Charter -- Call Against For Shareholder
 Special Meetings
15 Provide Right to Act by Written Consent Against Abstain Shareholder
16 Require Independent Board Chairman Against For Shareholder
17 Prepare Employment Diversity Report Against Against Shareholder
18 Reincorporate in Another State [from Against Against Shareholder
 Delaware to North Dakota]


HONEYWELL INTERNATIONAL INC.

Ticker: HON Security ID: 438516106 Meeting Date: APR 26, 2010 Meeting Type: Annual Record Date: FEB 26, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Gordon M. Bethune For For Management
2 Elect Director Kevin Burke For For Management
3 Elect Director Jaime Chico Pardo For For Management
4 Elect Director David M. Cote For For Management
5 Elect Director D. Scott Davis For For Management
6 Elect Director Linnet F. Deily For For Management
7 Elect Director Clive R. Hollick For For Management
8 Elect Director George Paz For For Management
9 Elect Director Bradley T. Sheares For For Management
10 Elect Director Michael W. Wright For For Management
11 Ratify Auditors For For Management
12 Provide Right to Call Special Meeting For For Management
13 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
14 Provide Right to Act by Written Consent Against For Shareholder
15 Require Independent Board Chairman Against For Shareholder
16 Review and Amend Code of Conduct to Against Against Shareholder
 Include Human Rights


INTEL CORPORATION

Ticker: INTC Security ID: 458140100 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 22, 2010

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

12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation


INTERNATIONAL PAPER COMPANY

Ticker: IP Security ID: 460146103
Meeting Date: MAY 10, 2010 Meeting Type: Annual
Record Date: MAR 15, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Directors David J. Bronczek For For Management
1.2 Elect Directors Lynn Laverty Elsenhans For For Management
1.3 Elect Directors John V. Faraci For For Management
1.4 Elect Directors Stacey J. Mobley For For Management
1.5 Elect Directors John L. Townsend, III For For Management
1.6 Elect Directors William G. Walter For For Management
1.7 Elect Directors J. Steven Whisler For For Management

2 Ratify Auditors For For Management
3 Provide Right to Call Special Meeting For For Management


J. C. PENNEY COMPANY, INC.

Ticker: JCP Security ID: 708160106 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 22, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Colleen C. Barrett For For Management
2 Elect Director M. Anthony Burns For Against Management
3 Elect Director Maxine K. Clark For For Management
4 Elect Director Thomas J. Engibous For For Management
5 Elect Director Kent B. Foster For For Management
6 Elect Director G.B. Laybourne For For Management
7 Elect Director Burl Osborne For Against Management
8 Elect Director Leonard H. Roberts For For Management
9 Elect Director Javier G. Teruel For For Management
10 Elect Director R. Gerald Turner For For Management
11 Elect Director Myron E. Ullman, III For For Management
12 Elect Director Mary Beth West For For Management
13 Ratify Auditors For For Management


JPMORGAN CHASE & CO.

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

Record Date: MAR 19, 2010

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


KLA-TENCOR CORP.

Ticker: KLAC Security ID: 482480100
Meeting Date: NOV 4, 2009 Meeting Type: Annual
Record Date: SEP 15, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert P. Akins For For Management
1.2 Elect Director Robert T. Bond For For Management
1.3 Elect Director Kiran M. Patel For For Management
1.4 Elect Director David C. Wang For For Management

2 Amend Omnibus Stock Plan For For Management
3 Approve Executive Incentive Bonus Plan For For Management
4 Ratify Auditors For For Management


KRAFT FOODS INC

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Ajaypal S. Banga For For Management
2 Elect Director Myra M. Hart For For Management
3 Elect Director Lois D. Juliber For For Management
4 Elect Director Mark D. Ketchum For For Management
5 Elect Director Richard A. Lerner For For Management
6 Elect Director Mackey J. McDonald For For Management
7 Elect Director John C. Pope For For Management
8 Elect Director Fredric G. Reynolds For For Management
9 Elect Director Irene B. Rosenfeld For For Management
10 Elect Director J.F. Van Boxmeer For For Management
11 Elect Director Deborah C. Wright For For Management
12 Elect Director Frank G. Zarb For For Management
13 Ratify Auditors For For Management

14 Provide Right to Act by Written Consent Against Against Shareholder


LIBERTY MEDIA CORPORATION

Ticker: LINTA Security ID: 53071M500 Meeting Date: NOV 19, 2009 Meeting Type: Special

Record Date: OCT 9, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Redemption Proposal For For Management
2.1 Approve Spin-Off Agreement For For Management
2.2 Approve Merger Agreement For For Management
2.3 Approve Contribution Proposal For For Management
3 Adjourn Meeting For For Management


LOWE'S COMPANIES, INC.

Ticker: LOW Security ID: 548661107
Meeting Date: MAY 28, 2010 Meeting Type: Annual
Record Date: MAR 26, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David W. Bernauer For For Management
1.2 Elect Director Leonard L. Berry For For Management
1.3 Elect Director Dawn E. Hudson For For Management
1.4 Elect Director Robert A. Niblock For For Management

2 Ratify Auditors For For Management
3 Provide Right to Call Special Meeting For For Management
4 Report on Political Contributions Against For Shareholder
5 Require Independent Board Chairman Against For Shareholder


MACY'S, INC.

Ticker: M Security ID: 55616P104 Meeting Date: MAY 14, 2010 Meeting Type: Annual

Record Date: MAR 19, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen F. Bollenbach For For Management
1.2 Elect Director Deirdre P. Connelly For For Management
1.3 Elect Director Meyer Feldberg For For Management
1.4 Elect Director Sara Levinson For For Management
1.5 Elect Director Terry J. Lundgren For For Management
1.6 Elect Director Joseph Neubauer For For Management
1.7 Elect Director Joseph A. Pichler For For Management
1.8 Elect Director Joyce M. Roche For For Management
1.9 Elect Director Craig E. Weatherup For For Management
1.10 Elect Director Marna C. Whittington For For Management
2 Ratify Auditors For For Management
3 Amend Certificate of Incorporation to For For Management
 Reduce Supermajority Vote Requirements
 and Eliminate Certain Provisions
4 Require a Majority Vote for the Against For Shareholder
 Election of Directors


MERCK & CO., INC.

Ticker: MRK Security ID: 58933Y105 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: MAR 26, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Leslie A. Brun For For Management
2 Elect Director Thomas R. Cech For For Management
3 Elect Director Richard T. Clark For For Management
4 Elect Director Thomas H. Glocer For For Management
5 Elect Director Steven F. Goldstone For For Management
6 Elect Director William B. Harrison, Jr. For For Management
7 Elect Director Harry R. Jacobson For For Management
8 Elect Director William N. Kelley For For Management
9 Elect Director C. Robert Kidder For For Management
10 Elect Director Rochelle B. Lazarus For For Management
11 Elect Director Carlos E. Represas For For Management
12 Elect Director Patricia F. Russo For For Management
13 Elect Director Thomas E. Shenk For For Management
14 Elect Director Anne M. Tatlock For For Management
15 Elect Director Craig B. Thompson For For Management
16 Elect Director Wendell P. Weeks For For Management
17 Elect Director Peter C. Wendell For For Management
18 Ratify Auditors For For Management
19 Approve Omnibus Stock Plan For For Management

20 Approve Non-Employee Director Omnibus For Against Management Stock Plan


METLIFE, INC.

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

Record Date: MAR 1, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director R. Glenn Hubbard, Ph.D For For Management
1.2 Elect Director Alfred F. Kelly, Jr. For For Management
1.3 Elect Director James M. Kilts For For Management
1.4 Elect Director David Satcher, M.D., For For Management
 Ph.D.

2 Ratify Auditors For For Management
3 Provide for Cumulative Voting Against Against Shareholder


MICROSOFT CORPORATION

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William H. Gates, III For For Management
2 Elect Director Steven A. Ballmer For For Management
3 Elect Director Dina Dublon For For Management
4 Elect Director Raymond V. Gilmartin For For Management
5 Elect Director Reed Hastings For For Management
6 Elect Director Maria Klawe For For Management
7 Elect Director David F. Marquardt For For Management
8 Elect Director Charles H. Noski For For Management
9 Elect Director Helmut Panke For For Management
10 Ratify Auditors For For Management
11 Permit Right to Call Special Meeting For For Management

12 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation
13 Adopt Principles for Health Care Reform Against Against Shareholder
14 Report on Charitable Contributions Against Against Shareholder


NEWS CORPORATION

Ticker: NWSA Security ID: 65248E203
Meeting Date: OCT 16, 2009 Meeting Type: Annual
Record Date: AUG 17, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jose Maria Aznar For For Management
1.2 Elect Director Natalie Bancroft For Abstain Management
1.3 Elect Director Peter L. Barnes For For Management
1.4 Elect Director Chase Carey For For Management
1.5 Elect Director Kenneth E. Cowley For For Management
1.6 Elect Director David F. DeVoe For For Management
1.7 Elect Director Viet Dinh For Abstain Management
1.8 Elect Director Sir Roderick I. For Abstain Management
 Eddington
1.9 Elect Director Mark Hurd For For Management
1.10 Elect Director Andrew S.B. Knight For Abstain Management
1.11 Elect Director James R. Murdoch For For Management
1.12 Elect Director K. Rupert Murdoch For For Management
1.13 Elect Director Lachlan K. Murdoch For For Management
1.14 Elect Director Thomas J. Perkins For Abstain Management
1.15 Elect Director Arthur M. Siskind For For Management
1.16 Elect Director John L. Thornton For Abstain Management
2 Ratify Auditors For For Management


PEPSICO, INC.

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

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


PFIZER INC.

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

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

19 Prohibit Executive Stock-Based Awards Against Against Shareholder


PHILIP MORRIS INTERNATIONAL INC.

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

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


PNC FINANCIAL SERVICES GROUP, INC., THE

Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 12, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Richard O. Berndt For For Management
2 Elect Director Charles E. Bunch For For Management
3 Elect Director Paul W. Chellgren For For Management
4 Elect Director Robert N. Clay For For Management
5 Elect Director Kay Coles James For For Management
6 Elect Director Richard B. Kelson For For Management
7 Elect Director Bruce C. Lindsay For For Management
8 Elect Director Anthony A. Massaro For For Management
9 Elect Director Jane G. Pepper For For Management
10 Elect Director James E. Rohr For For Management
11 Elect Director Donald J. Shepard For For Management
12 Elect Director Lorene K. Steffes For For Management
13 Elect Director Dennis F. Strigl For For Management
14 Elect Director Stephen G. Thieke For For Management
15 Elect Director Thomas J. Usher For For Management
16 Elect Director George H. Walls, Jr. For For Management
17 Elect Director Helge H. Wehmeier For For Management
18 Ratify Auditors For For Management
19 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
20 Submit Severance Agreement Against For Shareholder
 (Change-in-Control) to Shareholder Vote
21 TARP Related Compensation Against Against Shareholder


PROCTER & GAMBLE COMPANY, THE

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Kenneth I. Chenault For For Management
2 Elect Director Scott D. Cook For Against Management
3 Elect Director Rajat K. Gupta For For Management
4 Elect Director A.G. Lafley For For Management
5 Elect Director Charles R. Lee For For Management
6 Elect Director Lynn M. Martin For For Management
7 Elect Director Robert A. McDonald For For Management
8 Elect Director W. James McNerney, Jr. For For Management
9 Elect Director Johnathan A. Rodgers For For Management
10 Elect Director Ralph Snyderman For For Management
11 Elect Director Mary Agnes Wilderotter For For Management
12 Elect Director Patricia A. Woertz For For Management
13 Elect Director Ernesto Zedillo For For Management
14 Ratify Auditors For For Management
15 Amend Code of Regulations For For Management
16 Approve Omnibus Stock Plan For For Management

17 Provide for Cumulative Voting Against Against Shareholder
18 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation


ROYAL DUTCH SHELL PLC

Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: APR 8, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
 Statutory Reports
2 Approve Remuneration Report For For Management
3 Elect Charles Holliday as Director For For Management
4 Re-elect Josef Ackermann as Director For For Management
5 Re-elect Malcolm Brinded as Director For For Management
6 Re-elect Simon Henry as Director For For Management
7 Re-elect Lord Kerr of Kinlochard as For For Management
 Director
8 Re-elect Wim Kok as Director For For Management
9 Re-elect Nick Land as Director For For Management
10 Re-elect Christine Morin-Postel as For For Management
 Director
11 Re-elect Jorma Ollila as Director For For Management
12 Re-elect Jeroen van der Veer as For For Management
 Director
13 Re-elect Peter Voser as Director For For Management
14 Re-elect Hans Wijers as Director For For Management
15 Reappoint PricewaterhouseCoopers LLP as For For Management
 Auditors
16 Authorise Board to Fix Remuneration of For For Management
 Auditors
17 Authorise Issue of Equity with For For Management
 Pre-emptive Rights
18 Authorise Issue of Equity without For For Management
 Pre-emptive Rights
19 Authorise Market Purchase For For Management
20 Approve Scrip Dividend Scheme For For Management
21 Authorise EU Political Donations and For For Management
 Expenditure
22 Adopt New Articles of Association For For Management
23 Direct the Audit Committee or a Risk Against Against Shareholder
 Committee of the Board to Commission
 and Review a Report on Investment Risks
 Associated with Future Canadian Oil
 Sands Projects


SCHERING-PLOUGH CORP.

Ticker: SGP Security ID: 806605101
Meeting Date: AUG 7, 2009 Meeting Type: Special
Record Date: JUN 22, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Issue Shares in Connection with For For Management
 Acquisition
2 Adjourn Meeting For For Management


SEMPRA ENERGY

Ticker: SRE Security ID: 816851109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 15, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James G. Brocksmith Jr. For For Management
2 Elect Director Donald E. Felsinger For For Management
3 Elect Director Wilford D. Godbold Jr. For For Management
4 Elect Director William D. Jones For For Management
5 Elect Director William G. Ouchi For For Management
6 Elect Director Carlos Ruiz For For Management
7 Elect Director William C. Rusnack For For Management
8 Elect Director William P. Rutledge For For Management
9 Elect Director Lynn Schenk For For Management
10 Elect Director Neal E. Schmale For For Management
11 Ratify Auditors For For Management

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


STATE STREET CORPORATION

Ticker: STT Security ID: 857477103 Meeting Date: MAY 19, 2010 Meeting Type: Annual Record Date: MAR 15, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director K. Burnes For For Management
2 Elect Director P. Coym For For Management
3 Elect Director P. De Saint-Aignan For For Management
4 Elect Director A. Fawcett For For Management
5 Elect Director D. Gruber For For Management
6 Elect Director L. Hill For For Management
7 Elect Director J. Hooley For For Management
8 Elect Director R. Kaplan For For Management
9 Elect Director C. LaMantia For For Management
10 Elect Director R. Logue For For Management
11 Elect Director R. Sergel For For Management
12 Elect Director R. Skates For For Management
13 Elect Director G. Summe For For Management
14 Elect Director R. Weissman For For Management
15 Advisory Vote to Ratify Named Executive For For Management
 Officers' Compensation
16 Ratify Auditors For For Management
17 Require Independent Board Chairman Against Against Shareholder
18 Report on Pay Disparity Against Against Shareholder


TIME WARNER CABLE INC.

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

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


TIME WARNER INC.

Ticker: TWX Security ID: 887317303 Meeting Date: MAY 21, 2010 Meeting Type: Annual Record Date: MAR 26, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James L. Barksdale For For Management
2 Elect Director William P. Barr For For Management
3 Elect Director Jeffrey L. Bewkes For For Management
4 Elect Director Stephen F. Bollenbach For For Management
5 Elect Director Frank J. Caufield For For Management
6 Elect Director Robert C. Clark For For Management
7 Elect Director Mathias Dopfner For For Management
8 Elect Director Jessica P. Einhorn For For Management
9 Elect Director Fred Hassan For For Management
10 Elect Director Michael A. Miles For For Management
11 Elect Director Kenneth J. Novack For For Management
12 Elect Director Deborah C. Wright For For Management
13 Ratify Auditors For For Management
14 Approve Omnibus Stock Plan For For Management
15 Provide Right to Call Special Meeting For For Management
16 Reduce Supermajority Vote Requirement Against Against Shareholder
17 Stock Retention/Holding Period Against Against Shareholder
18 Advisory Vote to Ratify Named Executive Against For Shareholder
 Officers' Compensation


TORCHMARK CORPORATION

Ticker: TMK Security ID: 891027104
Meeting Date: APR 29, 2010 Meeting Type: Annual
Record Date: MAR 2, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles E. Adair For For Management
1.2 Elect Director Lloyd W. Newton For For Management
1.3 Elect Director Darren M. Rebelez For For Management

2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Rescind Fair Price Provision For For Management


TOTAL SA

Ticker: FP Security ID: 89151E109 Meeting Date: MAY 21, 2010 Meeting Type: Annual/Special Record Date: APR 13, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Financial Statements and For For Management
 Statutory Reports
2 Accept Consolidated Financial For For Management
 Statements and Statutory Reports
3 Approve Allocation of Income and For For Management
 Dividends of EUR 2.28 per Share
4 Approve Auditors' Special Report For For Management
 Regarding Related-Party Transactions
5 Approve Transaction with Christophe de For For Management
 Margerie Re: Severance Payment
6 Authorize Repurchase of Up to 10 For For Management
 Percent of Issued Share Capital
7 Reelect Thierry Desmarest as Director For For Management
8 Reelect Thierry de Rudder as Director For For Management
9 Elect Gunnar Brock as Director For For Management
10 Elect Claude Clement as Representative For For Management
 of Employee Shareholders to the Board
11 Elect Philippe Marchandise as Against For Management
 Representative of Employee Shareholders
 to the Board
12 Elect Mohammed Zaki as Representative Against For Management
 of Employee Shareholders to the Board
13 Reelect Ernst & Young Audit as Auditor For For Management
14 Reelect KPMG Audit as Auditor For For Management
15 Ratify Auditex as Alternate Auditor For For Management
16 Ratify KPMG Audit I.S. as Alternate For For Management
 Auditor
17 Authorize Issuance of Equity or For For Management
 Equity-Linked Securities with
 Preemptive Rights up to Aggregate
 Nominal Amount of EUR 2.5 Billion
18 Authorize Issuance of Equity or For For Management
 Equity-Linked Securities without
 Preemptive Rights up to Aggregate
 Nominal Amount of EUR 850 million
19 Authorize Capital Increase of up to 10 For For Management
 Percent of Issued Capital for Future
 Acquisitions
20 Approve Employee Stock Purchase Plan For For Management
21 Authorize up to 0.1 Percent of Issued For For Management
 Capital for Use in Stock Option Plan
A Amend Article 9 of Bylaws Re: Mutual Against Against Shareholder
 Fund


TRAVELERS COMPANIES, INC., THE

Ticker: TRV Security ID: 89417E109
Meeting Date: MAY 4, 2010 Meeting Type: Annual
Record Date: MAR 5, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Alan L. Beller For For Management
1.2 Elect Director John H. Dasburg For For Management
1.3 Elect Director Janet M. Dolan For For Management
1.4 Elect Director Kenneth M. Duberstein For Withhold Management
1.5 Elect Director Jay S. Fishman For For Management
1.6 Elect Director Lawrence G. Graev For For Management
1.7 Elect Director Patricia L. Higgins For For Management
1.8 Elect Director Thomas R. Hodgson For For Management
1.9 Elect Director Cleve L. Killingsworth, For For Management
 Jr.
1.10 Elect Director Blythe J. McGarvie For For Management
1.11 Elect Director Donald J. Shepard For For Management
1.12 Elect Director Laurie J. Thomsen For For Management
2 Ratify Auditors For For Management


U.S. BANCORP

Ticker: USB Security ID: 902973304 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: FEB 22, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Douglas M. Baker, Jr. For For Management
2 Elect Director Y. Marc Belton For For Management
3 Elect Director Victoria Buyniski For For Management
 Gluckman
4 Elect Director Arthur D. Collins, Jr. For For Management
5 Elect Director Richard K. Davis For For Management
6 Elect Director Joel W. Johnson For For Management
7 Elect Director Olivia F. Kirtley For For Management
8 Elect Director Jerry W. Levin For For Management
9 Elect Director David B. O'Maley For For Management
10 Elect Director O'dell M. Owens, M.D., For For Management
 M.P.H.
11 Elect Director Richard G. Reiten For For Management
12 Elect Director Craig D. Schnuck For For Management
13 Elect Director Patrick T. Stokes For For Management
14 Ratify Auditors For For Management
15 Amend Omnibus Stock Plan For For Management

16 Advisory Vote to Ratify Named Executive For Against Management Officers' Compensation


UNILEVER NV

Ticker: UNA Security ID: 904784709 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 22, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Receive Report of Management Board None None Management
 (Non-Voting)
2 Approve Financial Statements and For For Management
 Allocation of Income
3 Approve Discharge of Executive For For Management
 Directors
4 Approve Discharge of Non-Executive For For Management
 Directors
5 Reelect P.G.J.M. Polman to Executive For For Management
 Board
6 Elect R.J-M.S. Huet to Executive Board For For Management
7 Reelect L.O. Fresco as Non-Executive For For Management
 Director
8 Reelect A.M. Fudge as Non-Executive For For Management
 Director
9 Reelect C.E. Golden as Non-Executive For For Management
 Director
10 Reelect B.E. Grote as Non-Executive For For Management
 Director
11 Reelect H. Nyasulu as Non-Executive For For Management
 Director
12 Reelect K.J. Storm as Non-Executive For For Management
 Director
13 Reelect M. Treschow as Non-Executive For For Management
 Director
14 Reelect J. van der Veer as For For Management
 Non-Executive Director
15 Elect P. Walsh as Non-Executive For For Management
 Director
16 Elect M. Rifkind as Non-Executive For For Management
 Director
17 Approve Management Co-Investment Plan For For Management
18 Amend Performance Criteria of the For For Management
 Annual Bonus
19 Amend Performance Criteria of the For For Management
 Long-Term Incentive Plan
20 Approve Cancellation of 4 Percent For For Management
 Cumulative Preference Shares
21 Authorize Repurchase of 6% Cumulative For For Management
 Preference Shares and 7% Cumulative
 Preference Shares
22 Authorize Repurchase of Up to Ten For For Management
 Percent of Issued Share Capital
23 Approve Authorization to Cancel For For Management
 Ordinary Shares
24 Grant Board Authority to Issue Shares For For Management
 Up To10 Percent of Issued Capital Plus
 Additional 10 Percent in Case of
 Takeover/Merger and
 Restricting/Excluding Preemptive Rights
25 Ratify PricewaterhouseCoopers as For For Management
 Auditors
26 Allow Questions and Close Meeting None None Management


UNITEDHEALTH GROUP INCORPORATED

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

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William C. Ballard, Jr. For For Management
2 Elect Director Richard T. Burke For For Management
3 Elect Director Robert J. Darretta For For Management
4 Elect Director Stephen J. Hemsley For For Management
5 Elect Director Michele J. Hooper For For Management
6 Elect Director Douglas W. Leatherdale For For Management
7 Elect Director Glenn M. Renwick For For Management
8 Elect Director Kenneth I. Shine For For Management
9 Elect Director Gail R. Wilensky For For Management
10 Ratify Auditors For For Management

11 Report on Lobbying Expenses Against Against Shareholder
12 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation


VERIZON COMMUNICATIONS INC.

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

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


WELLPOINT, INC.

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

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


WELLS FARGO & COMPANY

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

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


WESTERN UNION COMPANY, THE

Ticker: WU Security ID: 959802109 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: MAR 17, 2010

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dinyar S. Devitre For For Management
2 Elect Director Christina A. Gold For For Management
3 Elect Director Betsy D. Holden For For Management
4 Elect Director Wulf Von Schimmelmann For For Management
5 Ratify Auditors For For Management


WYETH

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

Record Date: JUN 5, 2009

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
3.1 Elect Director Robert M. Amen For For Management
3.2 Elect Director Michael J. Critelli For For Management
3.3 Elect Director Frances D. Fergusson For For Management
3.4 Elect Director Victor F. Ganzi For For Management
3.5 Elect Director Robert Langer For For Management
3.6 Elect Director John P. Mascotte For For Management
3.7 Elect Director Raymond J. McGuire For For Management
3.8 Elect Director Mary Lake Polan For For Management
3.9 Elect Director Bernard Poussot For For Management
3.10 Elect Director Gary L. Rogers For For Management
3.11 Elect Director John R. Torell III For For Management

4 Ratify Auditors For For Management
5 Report on Political Contributions Against Against Shareholder
6 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings

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


SIGNATURES

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

(Registrant): Morgan Stanley Value Fund

By (Signature and Title)* /s/ Randy Takian
 -----------------------------------------
 Randy Takian
 President and Principal Executive Officer

Date August 25, 2010

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