BMC FUND, INC.
P. O. Box 500
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 (§§ 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 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(c) The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(i) Whether the registrant cast its vote for or against management.
| Investment Company Report |
| | AMERICA MOVIL, S.A.B. DE C.V. |
| | Security | | 02364W105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AMX | | | | Meeting Date | 22-Apr-2013 | |
| | ISIN | | US02364W1053 | | | | Agenda | 933778574 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | I | APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES "L" SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON. | | Management | Against | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | II | APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON. | | Management | For | | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | AMERICAN CAPITAL AGENCY CORP. |
| | Security | | 02503X105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AGNC | | | | Meeting Date | 28-Jun-2013 | |
| | ISIN | | US02503X1054 | | | | Agenda | 933749206 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1.1 | ELECTION OF DIRECTOR: ROBERT M. COUCH | | Management | For | For | | |
| | 1.2 | ELECTION OF DIRECTOR: MORRIS A. DAVIS | | Management | For | For | | |
| | 1.3 | ELECTION OF DIRECTOR: RANDY E. DOBBS | | Management | For | For | | |
| | 1.4 | ELECTION OF DIRECTOR: LARRY K. HARVEY | | Management | For | For | | |
| | 1.5 | ELECTION OF DIRECTOR: PRUE B. LAROCCA | | Management | For | For | | |
| | 1.6 | ELECTION OF DIRECTOR: ALVIN N. PURYEAR | | Management | For | For | | |
| | 1.7 | ELECTION OF DIRECTOR: MALON WILKUS | | Management | For | For | | |
| | 1.8 | ELECTION OF DIRECTOR: JOHN R. ERICKSON | | Management | For | For | | |
| | 1.9 | ELECTION OF DIRECTOR: SAMUEL A. FLAX | | Management | For | For | | |
| | 2. | TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE TOTAL AUTHORIZED SHARES OF OUR PREFERRED STOCK FROM 10,000,000 TO 20,000,000. | | Management | For | For | | |
| | 3. | RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 6,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | AMERICAN ELECTRIC POWER COMPANY, INC. |
| | Security | | 025537101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AEP | | | | Meeting Date | 23-Apr-2013 | |
| | ISIN | | US0255371017 | | | | Agenda | 933745107 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: NICHOLAS K. AKINS | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: DAVID J. ANDERSON | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: LINDA A. GOODSPEED | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: THOMAS E. HOAGLIN | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: SANDRA BEACH LIN | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: MICHAEL G. MORRIS | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: LIONEL L. NOWELL III | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: STEPHEN S. RASMUSSEN | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: OLIVER G. RICHARD, III | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: RICHARD L. SANDOR | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER | | Management | For | For | | |
| | 1N. | ELECTION OF DIRECTOR: JOHN F. TURNER | | Management | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL FOR LOBBYING DISCLOSURE REPORT. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | AMERICAN EXPRESS COMPANY |
| | Security | | 025816109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AXP | | | | Meeting Date | 29-Apr-2013 | |
| | ISIN | | US0258161092 | | | | Agenda | 933746402 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | C. BARSHEFSKY | | | For | For | | |
| | | | 2 | U.M. BURNS | | | For | For | | |
| | | | 3 | K.I. CHENAULT | | | For | For | | |
| | | | 4 | P. CHERNIN | | | For | For | | |
| | | | 5 | A. LAUVERGEON | | | For | For | | |
| | | | 6 | T.J. LEONSIS | | | For | For | | |
| | | | 7 | R.C. LEVIN | | | For | For | | |
| | | | 8 | R.A. MCGINN | | | For | For | | |
| | | | 9 | S.J. PALMISANO | | | For | For | | |
| | | | 10 | S.S REINEMUND | | | For | For | | |
| | | | 11 | D.L. VASELLA | | | For | For | | |
| | | | 12 | R.D. WALTER | | | For | For | | |
| | | | 13 | R.A. WILLIAMS | | | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF CHAIRMAN AND CEO ROLES. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 800 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | AMERISOURCEBERGEN CORPORATION |
| | Security | | 03073E105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ABC | | | | Meeting Date | 28-Feb-2013 | |
| | ISIN | | US03073E1055 | | | | Agenda | 933725890 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1.1 | ELECTION OF DIRECTOR: STEVEN H. COLLIS | | Management | For | For | | |
| | 1.2 | ELECTION OF DIRECTOR: DOUGLAS R. CONANT | | Management | For | For | | |
| | 1.3 | ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER | | Management | For | For | | |
| | 1.4 | ELECTION OF DIRECTOR: RICHARD C. GOZON | | Management | For | For | | |
| | 1.5 | ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER | | Management | For | For | | |
| | 1.6 | ELECTION OF DIRECTOR: KATHLEEN W. HYLE | | Management | For | For | | |
| | 1.7 | ELECTION OF DIRECTOR: MICHAEL J. LONG | | Management | For | For | | |
| | 1.8 | ELECTION OF DIRECTOR: HENRY W. MCGEE | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | ANNALY CAPITAL MANAGEMENT, INC. |
| | Security | | 035710409 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NLY | | | | Meeting Date | 23-May-2013 | |
| | ISIN | | US0357104092 | | | | Agenda | 933788258 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: KEVIN P. BRADY | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1B. | ELECTION OF DIRECTOR: E. WAYNE NORDBERG | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1C. | ELECTION OF DIRECTOR: KEVIN G. KEYES | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1D. | ELECTION OF DIRECTOR: JOHN H. SCHAEFER | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | THE MANAGEMENT EXTERNALIZATION PROPOSAL TO APPROVE OUR ENTERING INTO A MANAGEMENT AGREEMENT WITH THE MANAGER. | | Management | For | For | | |
| | 3. | THE PROPOSAL TO APPROVE A NON- BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2013 FISCAL YEAR. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 5,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | APPLE INC. |
| | Security | | 037833100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AAPL | | | | Meeting Date | 27-Feb-2013 | |
| | ISIN | | US0378331005 | | | | Agenda | 933725042 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | WILLIAM CAMPBELL | | | For | For | | |
| | | | 2 | TIMOTHY COOK | | | For | For | | |
| | | | 3 | MILLARD DREXLER | | | For | For | | |
| | | | 4 | AL GORE | | | For | For | | |
| | | | 5 | ROBERT IGER | | | For | For | | |
| | | | 6 | ANDREA JUNG | | | For | For | | |
| | | | 7 | ARTHUR LEVINSON | | | For | For | | |
| | | | 8 | RONALD SUGAR | | | For | For | | |
| | 2. | AMENDMENT OF APPLE'S RESTATED ARTICLES OF INCORPORATION TO (I) ELIMINATE CERTAIN LANGUAGE RELATING TO TERM OF OFFICE OF DIRECTORS IN ORDER TO FACILITATE THE ADOPTION OF MAJORITY VOTING FOR ELECTION OF DIRECTORS, (II) ELIMINATE "BLANK CHECK" PREFERRED STOCK, (III) ESTABLISH A PAR VALUE FOR COMPANY'S COMMON STOCK OF $0.00001 PER SHARE AND (IV) MAKE OTHER CHANGES. | | Management | Against | Against | | |
| | 3. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 4. | A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 5. | A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK." | | Shareholder | Against | For | | |
| | 6. | A SHAREHOLDER PROPOSAL ENTITLED "BOARD COMMITTEE ON HUMAN RIGHTS." | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 250 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 250 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | ASTRAZENECA PLC |
| | Security | | 046353108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AZN | | | | Meeting Date | 25-Apr-2013 | |
| | ISIN | | US0463531089 | | | | Agenda | 933755918 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO RECEIVE THE COMPANY'S ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2012 | | Management | For | For | | |
| | 2. | TO CONFIRM DIVIDENDS | | Management | For | For | | |
| | 3. | TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR | | Management | For | For | | |
| | 4. | TO AUTHORISE THE DIRECTORS TO AGREE TO THE REMUNERATION OF THE AUDITOR | | Management | For | For | | |
| | 5A. | RE-ELECTION OF DIRECTOR: LEIF JOHANSSON | | Management | For | For | | |
| | 5B. | RE-ELECTION OF DIRECTOR: PASCAL SORIOT | | Management | For | For | | |
| | 5C. | RE-ELECTION OF DIRECTOR: SIMON LOWTH | | Management | For | For | | |
| | 5D. | RE-ELECTION OF DIRECTOR: GENEVIEVE BERGER | | Management | For | For | | |
| | 5E. | RE-ELECTION OF DIRECTOR: BRUCE BURLINGTON | | Management | For | For | | |
| | 5F. | RE-ELECTION OF DIRECTOR: GRAHAM CHIPCHASE | | Management | For | For | | |
| | 5G. | RE-ELECTION OF DIRECTOR: JEAN-PHILIPPE COURTOIS | | Management | For | For | | |
| | 5H. | RE-ELECTION OF DIRECTOR: RUDY MARKHAM | | Management | For | For | | |
| | 5I. | RE-ELECTION OF DIRECTOR: NANCY ROTHWELL | | Management | For | For | | |
| | 5J. | RE-ELECTION OF DIRECTOR: SHRITI VADERA | | Management | For | For | | |
| | 5K. | RE-ELECTION OF DIRECTOR: JOHN VARLEY | | Management | For | For | | |
| | 5L. | RE-ELECTION OF DIRECTOR: MARCUS WALLENBERG | | Management | For | For | | |
| | 6. | TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012 | | Management | For | For | | |
| | 7. | TO AUTHORISE LIMITED EU POLITICAL DONATIONS | | Management | For | For | | |
| | 8. | TO AUTHORISE THE DIRECTORS TO ALLOT SHARES | | Management | For | For | | |
| | 9. | TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS | | Management | For | For | | |
| | 10. | TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES | | Management | For | For | | |
| | 11. | TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | AT&T INC. |
| | Security | | 00206R102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | T | | | | Meeting Date | 26-Apr-2013 | |
| | ISIN | | US00206R1023 | | | | Agenda | 933744016 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: RANDALL L. STEPHENSON | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: GILBERT F. AMELIO | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: REUBEN V. ANDERSON | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: JAMES H. BLANCHARD | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JAIME CHICO PARDO | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: SCOTT T. FORD | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JAMES P. KELLY | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: JON C. MADONNA | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: JOHN B. MCCOY | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: JOYCE M. ROCHE | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: MATTHEW K. ROSE | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. | | Management | For | For | | |
| | 3. | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | APPROVE STOCK PURCHASE AND DEFERRAL PLAN. | | Management | For | For | | |
| | 5. | POLITICAL CONTRIBUTIONS REPORT. | | Shareholder | Against | For | | |
| | 6. | LEAD BATTERIES REPORT. | | Shareholder | Against | For | | |
| | 7. | COMPENSATION PACKAGES. | | Shareholder | Against | For | | |
| | 8. | INDEPENDENT BOARD CHAIRMAN. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,000 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | AVON PRODUCTS, INC. |
| | Security | | 054303102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | AVP | | | | Meeting Date | 02-May-2013 | |
| | ISIN | | US0543031027 | | | | Agenda | 933779146 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | DOUGLAS R. CONANT | | | For | For | | |
| | | | 2 | W. DON CORNWELL | | | For | For | | |
| | | | 3 | V. ANN HAILEY | | | For | For | | |
| | | | 4 | FRED HASSAN | | | For | For | | |
| | | | 5 | MARIA ELENA LAGOMASINO | | | For | For | | |
| | | | 6 | SHERI S. MCCOY | | | For | For | | |
| | | | 7 | ANN S. MOORE | | | For | For | | |
| | | | 8 | CHARLES H. NOSKI | | | For | For | | |
| | | | 9 | GARY M. RODKIN | | | For | For | | |
| | | | 10 | PAULA STERN | | | For | For | | |
| | 2. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | APPROVAL OF 2013 STOCK INCENTIVE PLAN. | | Management | For | For | | |
| | 4. | APPROVAL OF 2013 - 2017 EXECUTIVE INCENTIVE PLAN. | | Management | For | For | | |
| | 5. | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 6. | RESOLUTION REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 15,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | BCE INC. |
| | Security | | 05534B760 | | | | Meeting Type | Annual |
| | Ticker Symbol | | BCE | | | | Meeting Date | 09-May-2013 | |
| | ISIN | | CA05534B7604 | | | | Agenda | 933759598 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 01 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | B.K. ALLEN | | | For | For | | |
| | | | 2 | A. BÉRARD | | | For | For | | |
| | | | 3 | R.A. BRENNEMAN | | | For | For | | |
| | | | 4 | S. BROCHU | | | For | For | | |
| | | | 5 | R.E. BROWN | | | For | For | | |
| | | | 6 | G.A. COPE | | | For | For | | |
| | | | 7 | D.F. DENISON | | | For | For | | |
| | | | 8 | A.S. FELL | | | For | For | | |
| | | | 9 | E.C. LUMLEY | | | For | For | | |
| | | | 10 | T.C. O'NEILL | | | For | For | | |
| | | | 11 | J. PRENTICE | | | For | For | | |
| | | | 12 | R.C. SIMMONDS | | | For | For | | |
| | | | 13 | C. TAYLOR | | | For | For | | |
| | | | 14 | P.R. WEISS | | | For | For | | |
| | 02 | APPOINTMENT OF DELOITTE LLP AS AUDITORS. | | Management | For | For | | |
| | 03 | RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE 2013 MANAGEMENT PROXY CIRCULAR DATED MARCH 7, 2013 DELIVERED IN ADVANCE OF THE 2013 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF BCE INC. | | Management | For | For | | |
| | 4A | PROPOSAL NO. 1 EQUITY RATIO | | Shareholder | Against | For | | |
| | 4B | PROPOSAL NO. 2 CRITICAL MASS OF QUALIFIED WOMEN ON BOARD OF DIRECTORS | | Shareholder | Against | For | | |
| | 4C | PROPOSAL NO. 3 POST-EXECUTIVE COMPENSATION ADVISORY VOTE DISCLOSURE | | Shareholder | Against | For | | |
| | 4D | PROPOSAL NO. 4 RISK MANAGEMENT COMMITTEE | | Shareholder | Against | For | | |
| | 4E | PROPOSAL NO. 5 DIVERSITY POLICIES AND INITIATIVES | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | BERKSHIRE HATHAWAY INC. |
| | Security | | 084670702 | | | | Meeting Type | Annual |
| | Ticker Symbol | | BRKB | | | | Meeting Date | 04-May-2013 | |
| | ISIN | | US0846707026 | | | | Agenda | 933747529 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | WARREN E. BUFFETT | | | For | For | | |
| | | | 2 | CHARLES T. MUNGER | | | For | For | | |
| | | | 3 | HOWARD G. BUFFETT | | | For | For | | |
| | | | 4 | STEPHEN B. BURKE | | | For | For | | |
| | | | 5 | SUSAN L. DECKER | | | For | For | | |
| | | | 6 | WILLIAM H. GATES III | | | For | For | | |
| | | | 7 | DAVID S. GOTTESMAN | | | For | For | | |
| | | | 8 | CHARLOTTE GUYMAN | | | For | For | | |
| | | | 9 | DONALD R. KEOUGH | | | For | For | | |
| | | | 10 | THOMAS S. MURPHY | | | For | For | | |
| | | | 11 | RONALD L. OLSON | | | For | For | | |
| | | | 12 | WALTER SCOTT, JR. | | | For | For | | |
| | | | 13 | MERYL B. WITMER | | | For | For | | |
| | 2. | SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | BUCKEYE PARTNERS, L.P. |
| | Security | | 118230101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | BPL | | | | Meeting Date | 04-Jun-2013 | |
| | ISIN | | US1182301010 | | | | Agenda | 933802072 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | OLIVER G. RICHARD, III | | | Withheld | Against | | |
| | | | 2 | CLARK C. SMITH | | | Withheld | Against | | |
| | | | 3 | FRANK S. SOWINSKI | | | Withheld | Against | | |
| | 2. | THE APPROVAL OF THE BUCKEYE PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN. | | Management | For | For | | |
| | 3. | THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS BUCKEYE PARTNERS, L.P.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 07-May-2013 | 07-May-2013 |
| | CALAMOS CONV OPPS & INCOME FUND |
| | Security | | 128117108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CHI | | | | Meeting Date | 21-Jun-2013 | |
| | ISIN | | US1281171082 | | | | Agenda | 933834714 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | WESTON W. MARSH | | | Withheld | Against | | |
| | | | 2 | STEPHEN B. TIMBERS | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 30,000 | 0 | 31-May-2013 | 31-May-2013 |
| | CEDAR FAIR, L.P. |
| | Security | | 150185106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | FUN | | | | Meeting Date | 06-Jun-2013 | |
| | ISIN | | US1501851067 | | | | Agenda | 933827822 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | ERIC L. AFFELDT | | | Withheld | Against | | |
| | | | 2 | JOHN M. SCOTT III | | | Withheld | Against | | |
| | | | 3 | D. SCOTT OLIVET | | | Withheld | Against | | |
| | 2. | TO CONFIRM THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 3. | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 15,000 | 0 | 21-May-2013 | 21-May-2013 |
| | CHEVRON CORPORATION |
| | Security | | 166764100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CVX | | | | Meeting Date | 29-May-2013 | |
| | ISIN | | US1667641005 | | | | Agenda | 933786874 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: L.F. DEILY | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: R.E. DENHAM | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: A.P. GAST | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: E. HERNANDEZ | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: G.L. KIRKLAND | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: C.W. MOORMAN | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: K.W. SHARER | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: J.G. STUMPF | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: R.D. SUGAR | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: C. WARE | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: J.S. WATSON | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | Management | For | For | | |
| | 4. | APPROVAL OF AMENDMENTS TO LONG- TERM INCENTIVE PLAN | | Management | For | For | | |
| | 5. | SHALE ENERGY OPERATIONS | | Shareholder | Against | For | | |
| | 6. | OFFSHORE OIL WELLS | | Shareholder | Against | For | | |
| | 7. | CLIMATE RISK | | Shareholder | Against | For | | |
| | 8. | LOBBYING DISCLOSURE | | Shareholder | Against | For | | |
| | 9. | CESSATION OF USE OF CORPORATE FUNDS FOR POLITICAL PURPOSES | | Shareholder | Against | For | | |
| | 10. | CUMULATIVE VOTING | | Shareholder | Against | For | | |
| | 11. | SPECIAL MEETINGS | | Shareholder | Against | For | | |
| | 12. | INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE | | Shareholder | Against | For | | |
| | 13. | COUNTRY SELECTION GUIDELINES | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | CISCO SYSTEMS, INC. |
| | Security | | 17275R102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CSCO | | | | Meeting Date | 15-Nov-2012 | |
| | ISIN | | US17275R1023 | | | | Agenda | 933691708 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: CAROL A. BARTZ | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: MARC BENIOFF | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: M. MICHELE BURNS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: LARRY R. CARTER | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: JOHN T. CHAMBERS | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: BRIAN L. HALLA | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY | | Management | For | For | | |
| | 1I | ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: RODERICK C. MCGEARY | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: ARUN SARIN | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: STEVEN M. WEST | | Management | For | For | | |
| | 2. | APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EXECUTIVE INCENTIVE PLAN. | | Management | For | For | | |
| | 3. | APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2013. | | Management | For | For | | |
| | 5. | APPROVAL TO HAVE CISCO'S BOARD ADOPT A POLICY TO HAVE AN INDEPENDENT BOARD CHAIRMAN WHENEVER POSSIBLE. | | Shareholder | Against | For | | |
| | 6. | APPROVAL TO REQUEST CISCO MANAGEMENT TO PREPARE A REPORT ON "CONFLICT MINERALS" IN CISCO'S SUPPLY CHAIN. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 10,000 | 0 | 02-Oct-2012 | 02-Oct-2012 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 5,700 | 0 | 02-Oct-2012 | 02-Oct-2012 |
| | CME GROUP INC. |
| | Security | | 12572Q105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CME | | | | Meeting Date | 22-May-2013 | |
| | ISIN | | US12572Q1058 | | | | Agenda | 933784781 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | TERRENCE A. DUFFY | | | For | For | | |
| | | | 2 | CHARLES P. CAREY | | | For | For | | |
| | | | 3 | MARK E. CERMAK | | | For | For | | |
| | | | 4 | MARTIN J. GEPSMAN | | | For | For | | |
| | | | 5 | LEO MELAMED | | | For | For | | |
| | | | 6 | JOSEPH NICIFORO | | | For | For | | |
| | | | 7 | C.C. ODOM II | | | For | For | | |
| | | | 8 | JOHN F. SANDNER | | | For | For | | |
| | | | 9 | DENNIS A. SUSKIND | | | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,300 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV |
| | Security | | 20441W203 | | | | Meeting Type | Special |
| | Ticker Symbol | | ABV | | | | Meeting Date | 29-Apr-2013 | |
| | ISIN | | US20441W2035 | | | | Agenda | 933796875 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | O3 | ELECTION OF MEMBERS OF THE COMPANY'S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 5,000 | 0 | 24-Apr-2013 | 24-Apr-2013 |
| | CONSOLIDATED COMMUNICATIONS HLDGS, INC. |
| | Security | | 209034107 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CNSL | | | | Meeting Date | 07-May-2013 | |
| | ISIN | | US2090341072 | | | | Agenda | 933773194 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | ROGER H. MOORE | | | Withheld | Against | | |
| | | | 2 | THOMAS A. GERKE | | | Withheld | Against | | |
| | 2. | APPROVAL OF ERNST & YOUNG, LLP, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 5,500 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | CONSTELLATION BRANDS, INC. |
| | Security | | 21036P108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | STZ | | | | Meeting Date | 24-Jul-2013 | |
| | ISIN | | US21036P1084 | | | | Agenda | 933848458 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | JERRY FOWDEN | | | For | For | | |
| | | | 2 | BARRY A. FROMBERG | | | For | For | | |
| | | | 3 | ROBERT L. HANSON | | | For | For | | |
| | | | 4 | JEANANNE K. HAUSWALD | | | For | For | | |
| | | | 5 | JAMES A. LOCKE III | | | For | For | | |
| | | | 6 | RICHARD SANDS | | | For | For | | |
| | | | 7 | ROBERT SANDS | | | For | For | | |
| | | | 8 | JUDY A. SCHMELING | | | For | For | | |
| | | | 9 | PAUL L. SMITH | | | For | For | | |
| | | | 10 | KEITH E. WANDELL | | | For | For | | |
| | | | 11 | MARK ZUPAN | | | For | For | | |
| | 2. | PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2014 | | Management | For | For | | |
| | 3. | PROPOSAL TO APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT | | Management | For | For | | |
| | 4. | PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 1989 EMPLOYEE STOCK PURCHASE PLAN | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 25-Jun-2013 | 25-Jun-2013 |
| | CORRECTIONS CORPORATION OF AMERICA |
| | Security | | 22025Y407 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CXW | | | | Meeting Date | 16-May-2013 | |
| | ISIN | | US22025Y4070 | | | | Agenda | 933770794 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: JOHN D. FERGUSON | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: DAMON T. HININGER | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: DONNA M. ALVARADO | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: WILLIAM F. ANDREWS | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JOHN D. CORRENTI | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: DENNIS W. DECONCINI | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: ROBERT J. DENNIS | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: JOHN R. HORNE | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: C. MICHAEL JACOBI | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: ANNE L. MARIUCCI | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: THURGOOD MARSHALL, JR. | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: CHARLES L. OVERBY | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: JOHN R. PRANN, JR. | | Management | For | For | | |
| | 1N. | ELECTION OF DIRECTOR: JOSEPH V. RUSSELL | | Management | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 4. | CHARTER AMENDMENTS AND A RESTATEMENT OF THE COMPANY'S CHARTER. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 15,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | CPFL ENERGIA S.A. |
| | Security | | 126153105 | | | | Meeting Type | Special |
| | Ticker Symbol | | CPL | | | | Meeting Date | 20-Feb-2013 | |
| | ISIN | | US1261531057 | | | | Agenda | 933729747 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | I | TO ACKNOWLEDGE THE RESIGNATION OF A SITTING MEMBER OF THE COMPANY'S BOARD OF DIRECTORS AND TO ELECT ITS SUBSTITUTE, PURSUANT TO ITEM 4.3 OF THE "NOVO MERCADO'S" LISTING RULES AND OF THE ARTICLE 15, PARAGRAPH 1, OF THE COMPANY'S BYLAWS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,500 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | CPFL ENERGIA S.A. |
| | Security | | 126153105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CPL | | | | Meeting Date | 19-Apr-2013 | |
| | ISIN | | US1261531057 | | | | Agenda | 933756148 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | A) | RECEIVE THE MANAGEMENT ACCOUNTS AND EXAMINE, DISCUSS AND VOTE ON THE FINANCIAL STATEMENTS OF THE COMPANY, THE INDEPENDENT AUDITORS' REPORT AND THE FISCAL COUNCIL'S REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 | | Management | For | | | |
| | B) | APPROVE THE PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR FISCAL YEAR 2012 AND THE DISTRIBUTION OF DIVIDENDS | | Management | For | | | |
| | C) | ELECT THE MEMBERS AND ALTERNATE MEMBERS OF THE BOARD OF DIRECTORS | | Management | For | | | |
| | D) | ELECT THE MEMBERS AND ALTERNATE MEMBERS OF THE FISCAL COUNCIL | | Management | For | | | |
| | E) | DETERMINE THE COMPENSATION OF THE MANAGERS OF THE COMPANY | | Management | For | | | |
| | F) | DETERMINE THE FEES TO BE PAID TO MEMBERS OF THE FISCAL COUNCIL | | Management | For | | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,500 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | CPFL ENERGIA S.A. |
| | Security | | 126153105 | | | | Meeting Type | Special |
| | Ticker Symbol | | CPL | | | | Meeting Date | 28-Jun-2013 | |
| | ISIN | | US1261531057 | | | | Agenda | 933845539 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | A) | APPROVE THE PROPOSED AMENDMENT TO THE BYLAWS OF THE COMPANY, TO INCLUDE THE CREATION OF A "RESERVE FOR ADJUSTMENT OF THE CONCESSION FINANCIAL ASSETS", WITH SUBSEQUENT AMENDMENT TO ITEMS "A" AND "C" AND ADDITION OF ITEMS "D" AND "E" OF PARAGRAPH 2, ARTICLE 27 OF THE BYLAWS. | | Management | For | | | |
| | B) | APPROVE THE TRANSFER OF THE BALANCE OF THE "INVESTMENT RESERVE" TO THE "RESERVE FOR ADJUSTMENT OF THE CONCESSION FINANCIAL ASSETS". | | Management | For | | | |
| | C) | APPROVE THE RESTATED BYLAWS. | | Management | For | | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,500 | 0 | 11-Jun-2013 | 11-Jun-2013 |
| | CUBIST PHARMACEUTICALS, INC. |
| | Security | | 229678107 | | | | Meeting Type | Annual |
| | Ticker Symbol | | CBST | | | | Meeting Date | 12-Jun-2013 | |
| | ISIN | | US2296781071 | | | | Agenda | 933802298 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | 1 | MR. MICHAEL BONNEY | | | Withheld | Against | | |
| | | | 2 | MARK CORRIGAN, M.D. | | | Withheld | Against | | |
| | | | 3 | MS. ALISON LAWTON | | | Withheld | Against | | |
| | 2. | ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 3. | APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO IMPLEMENT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS BEGINNING WITH OUR 2014 ANNUAL MEETING OF STOCKHOLDERS. | | Management | For | For | | |
| | 4. | APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO MAKE CERTAIN CHANGES RELATED TO CUBIST'S RECENT SEPARATION OF THE ROLES OF CHIEF EXECUTIVE OFFICER AND PRESIDENT. | | Management | For | For | | |
| | 5. | APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED BY-LAWS TO MAKE CERTAIN CHANGES REGARDING THE CONDUCT OF, AND PROCEDURES FOR, OUR STOCKHOLDER MEETINGS. | | Management | For | For | | |
| | 6. | APPROVAL OF THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION. | | Management | For | For | | |
| | 7. | RATIFICATION OF OUR SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 07-May-2013 | 07-May-2013 |
| | DAVITA HEALTHCARE PARTNERS, INC. |
| | Security | | 23918K108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | DVA | | | | Meeting Date | 17-Jun-2013 | |
| | ISIN | | US23918K1088 | | | | Agenda | 933811730 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: PAMELA M. ARWAY | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: CHARLES G. BERG | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: CAROL ANTHONY DAVIDSON | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: PAUL J. DIAZ | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: PETER T. GRAUER | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: ROBERT J. MARGOLIS | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JOHN M. NEHRA | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: WILLIAM L. ROPER | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: KENT J. THIRY | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: ROGER J. VALINE | | Management | For | For | | |
| | 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | | Management | For | For | | |
| | 3. | TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | TO ADOPT AND APPROVE AN AMENDMENT TO OUR 2011 INCENTIVE AWARD PLAN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | 5. | TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING EXECUTIVE PAY. | | Shareholder | Against | For | | |
| | 6. | TO CONSIDER AND VOTE UPON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, REGARDING LOBBYING. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 07-May-2013 | 07-May-2013 |
| | DEVON ENERGY CORPORATION |
| | Security | | 25179M103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | DVN | | | | Meeting Date | 05-Jun-2013 | |
| | ISIN | | US25179M1036 | | | | Agenda | 933803086 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | ROBERT H. HENRY | | | For | For | | |
| | | | 2 | JOHN A. HILL | | | For | For | | |
| | | | 3 | MICHAEL M. KANOVSKY | | | For | For | | |
| | | | 4 | ROBERT A. MOSBACHER, JR | | | For | For | | |
| | | | 5 | J. LARRY NICHOLS | | | For | For | | |
| | | | 6 | DUANE C. RADTKE | | | For | For | | |
| | | | 7 | MARY P. RICCIARDELLO | | | For | For | | |
| | | | 8 | JOHN RICHELS | | | For | For | | |
| | 2. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS FOR 2013. | | Management | For | For | | |
| | 4. | REPORT DISCLOSING LOBBYING POLICIES AND PRACTICES. | | Shareholder | Against | For | | |
| | 5. | MAJORITY VOTE STANDARD FOR DIRECTOR ELECTIONS. | | Shareholder | Against | For | | |
| | 6. | RIGHT TO ACT BY WRITTEN CONSENT. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 750 | 0 | 07-May-2013 | 07-May-2013 |
| | DOMINION RESOURCES, INC. |
| | Security | | 25746U109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | D | | | | Meeting Date | 03-May-2013 | |
| | ISIN | | US25746U1097 | | | | Agenda | 933752289 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: WILLIAM P. BARR | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: PETER W. BROWN, M.D. | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: HELEN E. DRAGAS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: JAMES O. ELLIS, JR. | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: THOMAS F. FARRELL II | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: JOHN W. HARRIS | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR. | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: MARK J. KINGTON | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: PAMELA J. ROYAL, M.D. | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: ROBERT H. SPILMAN, JR. | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: DAVID A. WOLLARD | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR 2013 | | Management | For | For | | |
| | 3. | ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION (SAY ON PAY) | | Management | For | For | | |
| | 4. | APPROVAL OF AMENDMENT TO BYLAWS TO ALLOW SHAREHOLDERS TO CALL SPECIAL MEETINGS | | Management | For | For | | |
| | 5. | REPORT ON FUTURE POLICY TO END USE OF MOUNTAINTOP REMOVAL COAL | | Shareholder | Against | For | | |
| | 6. | SUSTAINABILITY AS A PERFORMANCE MEASURE FOR EXECUTIVE COMPENSATION | | Shareholder | Against | For | | |
| | 7. | POLICY RELATED TO MINIMIZING STORAGE OF NUCLEAR WASTE IN SPENT FUEL POOLS | | Shareholder | Against | For | | |
| | 8. | REPORT ON THE FINANCIAL RISKS TO DOMINION POSED BY CLIMATE CHANGE | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 4,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | DUKE ENERGY CORPORATION |
| | Security | | 26441C204 | | | | Meeting Type | Annual |
| | Ticker Symbol | | DUK | | | | Meeting Date | 02-May-2013 | |
| | ISIN | | US26441C2044 | | | | Agenda | 933746705 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | WILLIAM BARNET, III | | | For | For | | |
| | | | 2 | G. ALEX BERNHARDT, SR. | | | For | For | | |
| | | | 3 | MICHAEL G. BROWNING | | | For | For | | |
| | | | 4 | HARRIS E. DELOACH, JR. | | | For | For | | |
| | | | 5 | DANIEL R. DIMICCO | | | For | For | | |
| | | | 6 | JOHN H. FORSGREN | | | For | For | | |
| | | | 7 | ANN M. GRAY | | | For | For | | |
| | | | 8 | JAMES H. HANCE, JR. | | | For | For | | |
| | | | 9 | JOHN T. HERRON | | | For | For | | |
| | | | 10 | JAMES B. HYLER, JR. | | | For | For | | |
| | | | 11 | E. MARIE MCKEE | | | For | For | | |
| | | | 12 | E. JAMES REINSCH | | | For | For | | |
| | | | 13 | JAMES T. RHODES | | | For | For | | |
| | | | 14 | JAMES E. ROGERS | | | For | For | | |
| | | | 15 | CARLOS A. SALADRIGAS | | | For | For | | |
| | | | 16 | PHILIP R. SHARP | | | For | For | | |
| | 2. | RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2013 | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | Management | For | For | | |
| | 4. | APPROVAL OF THE AMENDED DUKE ENERGY CORPORATION EXECUTIVE SHORT-TERM INCENTIVE PLAN | | Management | For | For | | |
| | 5. | SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN CONSENT | | Shareholder | Against | For | | |
| | 6. | SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE MAJORITY VOTING FOR THE ELECTION OF DIRECTORS | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 9,187 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | ELI LILLY AND COMPANY |
| | Security | | 532457108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | LLY | | | | Meeting Date | 06-May-2013 | |
| | ISIN | | US5324571083 | | | | Agenda | 933750057 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: R. ALVAREZ | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1B. | ELECTION OF DIRECTOR: W. BISCHOFF | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1C. | ELECTION OF DIRECTOR: R.D. HOOVER | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1D. | ELECTION OF DIRECTOR: F.G. PRENDERGAST | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1E. | ELECTION OF DIRECTOR: K.P. SEIFERT | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR 2013. | | Management | For | For | | |
| | 3. | APPROVE, BY NON-BINDING VOTE, COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 4. | REAPPROVE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR THE 2002 LILLY STOCK PLAN. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 3,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | ENCANA CORPORATION |
| | Security | | 292505104 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ECA | | | | Meeting Date | 23-Apr-2013 | |
| | ISIN | | CA2925051047 | | | | Agenda | 933761442 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 01 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | PETER A. DEA | | | For | For | | |
| | | | 2 | CLAIRE S. FARLEY | | | For | For | | |
| | | | 3 | FRED J. FOWLER | | | For | For | | |
| | | | 4 | SUZANNE P. NIMOCKS | | | For | For | | |
| | | | 5 | DAVID P. O'BRIEN | | | For | For | | |
| | | | 6 | JANE L. PEVERETT | | | For | For | | |
| | | | 7 | BRIAN G. SHAW | | | For | For | | |
| | | | 8 | BRUCE G. WATERMAN | | | For | For | | |
| | | | 9 | CLAYTON H. WOITAS | | | For | For | | |
| | 02 | APPOINTMENT OF AUDITOR - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS | | Management | For | For | | |
| | 03 | ADVISORY VOTE APPROVING THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION | | Management | For | For | | |
| | 04 | RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 250 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | ENERSIS S.A. |
| | Security | | 29274F104 | | | | Meeting Type | Special |
| | Ticker Symbol | | ENI | | | | Meeting Date | 20-Dec-2012 | |
| | ISIN | | US29274F1049 | | | | Agenda | 933711372 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | APPROVE A RELATED PARTY TRANSACTION THAT CONSISTS OF THE CAPITAL INCREASE, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | 2. | INCREASE THE ISSUED CAPITAL BY AN AMOUNT DETERMINED IN CHILEAN PESOS ("CH$"). | | Management | For | For | | |
| | 3. | APPROVE ALL OF THE NON-MONETARY CONTRIBUTIONS THAT MAY BE CAPITALIZED AND THEIR RESPECTIVE CONTRIBUTION VALUES. | | Management | For | For | | |
| | 4. | AGREE ON A SUBSCRIPTION PRICE OF SHARES TO BE ISSUED BY COMPANY, OR ESTABLISH A FORMULA TO DETERMINE THE SUBSCRIPTION PRICE. | | Management | For | For | | |
| | 5. | ESTABLISH I) SHARE SUBSCRIPTION OFFER, II) OFFER FOR REMAINING SHARES NOT SUBSCRIBED WITHIN INITIAL PERIOD, III) DEADLINES. | | Management | For | For | | |
| | 6. | APPROVE THAT ALL THE SHARE SUBSCRIPTION CONTRACTS SHOULD BE SUBJECT TO THE FULFILLMENT, ALL AS MORE FULLY DESCRIBED. | | Management | For | For | | |
| | 7. | TO APPROVE THE USE OF PROCEEDS FROM THE CAPITAL INCREASE. | | Management | For | For | | |
| | 8. | AMEND ARTICLES FIFTH AND SECOND OF THE COMPANY'S BYLAWS. | | Management | For | For | | |
| | 9. | AGREE ON THOSE OTHER ASPECTS OF THE DESCRIBED CAPITAL INCREASE TRANSACTION THAT THE MEETING DEEMS APPROPRIATE TO APPROVE. | | Management | For | For | | |
| | 10. | ADOPT ALL AGREEMENTS NECESSARY AND CONVENIENT FOR DEVELOPMENT AND IMPLEMENTATION OF RESPECTIVE DECISIONS ADOPTED BY MEETING. | | Management | For | For | | |
| | 11. | RATIFY THE SELECTION OF A THIRD CREDIT RATING AGENCY DESIGNATED BY THE BOARD OF DIRECTORS OF THE COMPANY. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 28-Nov-2012 | 28-Nov-2012 |
| | ENERSIS S.A. |
| | Security | | 29274F104 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ENI | | | | Meeting Date | 16-Apr-2013 | |
| | ISIN | | US29274F1049 | | | | Agenda | 933762280 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | APPROVAL OF ANNUAL REPORT, FINANCIAL STATEMENTS, REPORT OF THE EXTERNAL AUDITORS AND ACCOUNT INSPECTORS FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2012. | | Management | For | For | | |
| | 2. | APPROVAL OF PROFITS AND DIVIDENDS DISTRIBUTION. | | Management | For | For | | |
| | 3. | ELECTION OF THE BOARD OF DIRECTORS. | | Management | For | For | | |
| | 4. | COMPENSATION FOR THE BOARD OF DIRECTORS. | | Management | For | For | | |
| | 5. | COMPENSATION FOR THE DIRECTORS' COMMITTEE AND APPROVAL OF THEIR 2013 BUDGET. | | Management | For | For | | |
| | 7. | APPOINTMENT OF AN EXTERNAL AUDITING FIRM GOVERNED BY CHAPTER XXVIII OF SECURITIES MARKET LAW 18,045. | | Management | For | For | | |
| | 8. | ELECTION OF TWO ACCOUNT INSPECTORS AND THEIR SUBSTITUTES, AS WELL AS THEIR COMPENSATION. | | Management | For | For | | |
| | 9. | APPOINTMENT OF RISK RATING AGENCIES. | | Management | For | For | | |
| | 10. | APPROVAL OF THE INVESTMENT AND FINANCING POLICY. | | Management | For | For | | |
| | 14. | OTHER MATTERS OF INTEREST AND COMPETENCE OF THE ORDINARY SHAREHOLDERS' MEETING. | | Management | For | For | | |
| | 15. | OTHER NECESSARY RESOLUTIONS FOR THE PROPER IMPLEMENTATION OF THE ABOVE MENTIONED AGREEMENTS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | ENSCO PLC |
| | Security | | G3157S106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ESV | | | | Meeting Date | 20-May-2013 | |
| | ISIN | | GB00B4VLR192 | | | | Agenda | 933777320 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO RE-ELECT FRANCIS S. KALMAN AS A DIRECTOR OF ENSCO PLC. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | TO ELECT ROXANNE J. DECYK AS A DIRECTOR OF ENSCO PLC. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 3. | TO ELECT MARY FRANCIS CBE AS A DIRECTOR OF ENSCO PLC. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4. | TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED 31 DECEMBER 2013. | | Management | For | For | | |
| | 5. | TO RE-APPOINT KPMG AUDIT PLC AS OUR U.K. STATUTORY AUDITORS UNDER THE U.K. COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY). | | Management | For | For | | |
| | 6. | TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION. | | Management | For | For | | |
| | 7. | A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 8. | A NON-BINDING VOTE TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2012. | | Management | For | For | | |
| | 9. | A NON-BINDING ADVISORY VOTE TO APPROVE THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2012. | | Management | For | For | | |
| | 10. | TO ADOPT THE ARTICLES OF ASSOCIATION (PRODUCED AT THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION) AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION, WITH EFFECT FROM THE CONCLUSION OF THIS MEETING, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | 11. | TO (I) APPROVE THE TERMS OF THE PROPOSED PURCHASE AGREEMENT OR AGREEMENTS AND (II) AUTHORISE THE COMPANY TO MAKE OFF-MARKET PURCHASES OF CLASS A ORDINARY SHARES PURSUANT TO SUCH AGREEMENT OR AGREEMENTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | ENTERGY CORPORATION |
| | Security | | 29364G103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ETR | | | | Meeting Date | 03-May-2013 | |
| | ISIN | | US29364G1031 | | | | Agenda | 933766860 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: M.S. BATEMAN | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: L.P. DENAULT | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: G.W. EDWARDS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: A.M. HERMAN | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: D.C. HINTZ | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: S.L. LEVENICK | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: B.L. LINCOLN | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: S.C. MYERS | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: W.J. TAUZIN | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: S.V. WILKINSON | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSURE. | | Shareholder | Against | For | | |
| | 5. | SHAREHOLDER PROPOSAL REGARDING NUCLEAR FUEL. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | EXXON MOBIL CORPORATION |
| | Security | | 30231G102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | XOM | | | | Meeting Date | 29-May-2013 | |
| | ISIN | | US30231G1022 | | | | Agenda | 933791243 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | M.J. BOSKIN | | | For | For | | |
| | | | 2 | P. BRABECK-LETMATHE | | | For | For | | |
| | | | 3 | U.M. BURNS | | | For | For | | |
| | | | 4 | L.R. FAULKNER | | | For | For | | |
| | | | 5 | J.S. FISHMAN | | | For | For | | |
| | | | 6 | H.H. FORE | | | For | For | | |
| | | | 7 | K.C. FRAZIER | | | For | For | | |
| | | | 8 | W.W. GEORGE | | | For | For | | |
| | | | 9 | S.J. PALMISANO | | | For | For | | |
| | | | 10 | S.S REINEMUND | | | For | For | | |
| | | | 11 | R.W. TILLERSON | | | For | For | | |
| | | | 12 | W.C. WELDON | | | For | For | | |
| | | | 13 | E.E. WHITACRE, JR. | | | For | For | | |
| | 2. | RATIFICATION OF INDEPENDENT AUDITORS (PAGE 60) | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 61) | | Management | For | For | | |
| | 4. | INDEPENDENT CHAIRMAN (PAGE 63) | | Shareholder | Against | For | | |
| | 5. | MAJORITY VOTE FOR DIRECTORS (PAGE 64) | | Shareholder | Against | For | | |
| | 6. | LIMIT DIRECTORSHIPS (PAGE 65) | | Shareholder | Against | For | | |
| | 7. | REPORT ON LOBBYING (PAGE 66) | | Shareholder | Against | For | | |
| | 8. | POLITICAL CONTRIBUTIONS POLICY (PAGE 67) | | Shareholder | Against | For | | |
| | 9. | AMENDMENT OF EEO POLICY (PAGE 69) | | Shareholder | Against | For | | |
| | 10. | REPORT ON NATURAL GAS PRODUCTION (PAGE 70) | | Shareholder | Against | For | | |
| | 11. | GREENHOUSE GAS EMISSIONS GOALS (PAGE 72) | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,004 | 0 | 24-Apr-2013 | 24-Apr-2013 |
| | FLAHERTY & CRUMRINE PREFERRED INCOME FD |
| | Security | | 338480106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PFD | | | | Meeting Date | 18-Apr-2013 | |
| | ISIN | | US3384801060 | | | | Agenda | 933747353 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | MORGAN GUST | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 11,833 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | GENERAL MILLS, INC. |
| | Security | | 370334104 | | | | Meeting Type | Annual |
| | Ticker Symbol | | GIS | | | | Meeting Date | 24-Sep-2012 | |
| | ISIN | | US3703341046 | | | | Agenda | 933676201 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: BRADBURY H. ANDERSON | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: R. KERRY CLARK | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: PAUL DANOS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: WILLIAM T. ESREY | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: HEIDI G. MILLER | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: HILDA OCHOA- BRILLEMBOURG | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: STEVE ODLAND | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: KENDALL J. POWELL | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: MICHAEL D. ROSE | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: ROBERT L. RYAN | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: DOROTHY A. TERRELL | | Management | For | For | | |
| | 2. | CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,500 | 0 | 15-Aug-2012 | 15-Aug-2012 |
| | GOLUB CAPITAL BDC, INC. |
| | Security | | 38173M102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | GBDC | | | | Meeting Date | 05-Feb-2013 | |
| | ISIN | | US38173M1027 | | | | Agenda | 933721068 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | LAWRENCE E. GOLUB | | | Withheld | Against | | |
| | | | 2 | WILLIAM M. WEBSTER IV | | | Withheld | Against | | |
| | 2. | TO RATIFY THE SELECTION OF MCGLADREY LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 15,000 | 0 | 28-Dec-2012 | 28-Dec-2012 |
| | HARBOR FUND |
| | Security | | 411511108 | | | | Meeting Type | Special |
| | Ticker Symbol | | HABDX | | | | Meeting Date | 23-Jul-2013 | |
| | ISIN | | US4115111084 | | | | Agenda | 933814990 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO APPROVE A NEW ADVISORY AGREEMENT WITH HARBOR CAPITAL ADVISORS, INC., THE FUNDS' CURRENT INVESTMENT ADVISER, AS A RESULT OF A PROPOSED TRANSACTION INVOLVING THE SALE OF HARBOR CAPITAL ADVISORS' PARENT COMPANY. | | Management | For | For | | |
| | 2. | TO APPROVE AN AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST FOR HARBOR FUNDS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 77,505 | 0 | 07-May-2013 | 07-May-2013 |
| | HOSPIRA, INC. |
| | Security | | 441060100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | HSP | | | | Meeting Date | 08-May-2013 | |
| | ISIN | | US4410601003 | | | | Agenda | 933760820 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: CONNIE R. CURRAN | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: WILLIAM G. DEMPSEY | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: DENNIS M. FENTON | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: HEINO VON PRONDZYNSKI | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: MARK F. WHEELER | | Management | For | For | | |
| | 2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2013. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "AGAINST" THE FOLLOWING PROPOSAL 4. | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL - WRITTEN CONSENT. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 10,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | IMMUNOGEN, INC. |
| | Security | | 45253H101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | IMGN | | | | Meeting Date | 13-Nov-2012 | |
| | ISIN | | US45253H1014 | | | | Agenda | 933692762 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO FIX THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS AT TEN (10). | | Management | For | For | | |
| | 2. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | MARK SKALETSKY | | | For | For | | |
| | | | 2 | J. J. VILLAFRANCA PH.D. | | | For | For | | |
| | | | 3 | NICOLE ONETTO, MD | | | For | For | | |
| | | | 4 | STEPHEN C. MCCLUSKI | | | For | For | | |
| | | | 5 | RICHARD J. WALLACE | | | For | For | | |
| | | | 6 | DANIEL M. JUNIUS | | | For | For | | |
| | | | 7 | HOWARD H. PIEN | | | For | For | | |
| | | | 8 | MARK GOLDBERG, MD | | | For | For | | |
| | | | 9 | DEAN J. MITCHELL | | | For | For | | |
| | | | 10 | KRISTINE PETERSON | | | For | For | | |
| | 3. | TO APPROVE AN AMENDMENT TO THE 2006 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 3,500,000. | | Management | For | For | | |
| | 4. | TO APPROVE AN AMENDMENT TO THE RESTATED ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 150,000,000. | | Management | For | For | | |
| | 5. | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN OUR PROXY STATEMENT. | | Management | For | For | | |
| | 6. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS IMMUNOGEN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 500 | 0 | 02-Oct-2012 | 02-Oct-2012 |
| | INTEGRYS ENERGY GROUP INC |
| | Security | | 45822P105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TEG | | | | Meeting Date | 16-May-2013 | |
| | ISIN | | US45822P1057 | | | | Agenda | 933764602 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | WILLIAM J. BRODSKY | | | For | For | | |
| | | | 2 | ALBERT J. BUDNEY, JR. | | | For | For | | |
| | | | 3 | ELLEN CARNAHAN | | | For | For | | |
| | | | 4 | MICHELLE L. COLLINS | | | For | For | | |
| | | | 5 | K.M. HASSELBLAD-PASCALE | | | For | For | | |
| | | | 6 | JOHN W. HIGGINS | | | For | For | | |
| | | | 7 | PAUL W. JONES | | | For | For | | |
| | | | 8 | HOLLY KELLER KOEPPEL | | | For | For | | |
| | | | 9 | MICHAEL E. LAVIN | | | For | For | | |
| | | | 10 | WILLIAM F. PROTZ, JR. | | | For | For | | |
| | | | 11 | CHARLES A. SCHROCK | | | For | For | | |
| | 2. | THE APPROVAL OF A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 3. | THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTEGRYS ENERGY GROUP AND ITS SUBSIDIARIES FOR 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | INTEL CORPORATION |
| | Security | | 458140100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | INTC | | | | Meeting Date | 16-May-2013 | |
| | ISIN | | US4581401001 | | | | Agenda | 933758611 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: ANDY D. BRYANT | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: SUSAN L. DECKER | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: REED E. HUNDT | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: JAMES D. PLUMMER | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: DAVID S. POTTRUCK | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: FRANK D. YEARY | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: DAVID B. YOFFIE | | Management | For | For | | |
| | 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | Management | For | For | | |
| | 4. | APPROVAL OF AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN | | Management | For | For | | |
| | 5. | STOCKHOLDER PROPOSAL TITLED "EXECUTIVES TO RETAIN SIGNIFICANT STOCK" | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,500 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | J. C. PENNEY COMPANY, INC. |
| | Security | | 708160106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | JCP | | | | Meeting Date | 17-May-2013 | |
| | ISIN | | US7081601061 | | | | Agenda | 933792865 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: WILLIAM A. ACKMAN | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: COLLEEN C. BARRETT | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: THOMAS J. ENGIBOUS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: KENT B. FOSTER | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: GERALDINE B. LAYBOURNE | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: LEONARD H. ROBERTS | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: STEVEN ROTH | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: JAVIER G. TERUEL | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: R. GERALD TURNER | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: MYRON E. ULLMAN, III | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: MARY BETH WEST | | Management | For | For | | |
| | 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING FEBRUARY 1, 2014. | | Management | For | For | | |
| | 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 12,500 | 0 | 24-Apr-2013 | 24-Apr-2013 |
| | JOHN HANCOCK PFD INCOME FUND |
| | Security | | 41013W108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | HPI | | | | Meeting Date | 09-Nov-2012 | |
| | ISIN | | US41013W1080 | | | | Agenda | 933687850 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | CHARLES L. BARDELIS | | | For | For | | |
| | | | 2 | JAMES R. BOYLE | | | For | For | | |
| | | | 3 | CRAIG BROMLEY | | | For | For | | |
| | | | 4 | PETER S. BURGESS | | | For | For | | |
| | | | 5 | WILLIAM H. CUNNINGHAM | | | For | For | | |
| | | | 6 | GRACE K. FEY | | | For | For | | |
| | | | 7 | THERON S. HOFFMAN | | | For | For | | |
| | | | 8 | DEBORAH C. JACKSON | | | For | For | | |
| | | | 9 | HASSELL H. MCCLELLAN | | | For | For | | |
| | | | 10 | JAMES M. OATES | | | For | For | | |
| | | | 11 | STEVEN R. PRUCHANSKY | | | For | For | | |
| | | | 12 | GREGORY A. RUSSO | | | For | For | | |
| | | | 13 | WARREN A. THOMSON | | | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 5,000 | 0 | 16-Sep-2012 | 16-Sep-2012 |
| | KIMBERLY-CLARK CORPORATION |
| | Security | | 494368103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | KMB | | | | Meeting Date | 02-May-2013 | |
| | ISIN | | US4943681035 | | | | Agenda | 933742214 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: JOHN R. ALM | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JOHN F. BERGSTROM | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: ABELARDO E. BRU | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: ROBERT W. DECHERD | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: THOMAS J. FALK | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: FABIAN T. GARCIA | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: JAMES M. JENNESS | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: NANCY J. KARCH | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: IAN C. READ | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: LINDA JOHNSON RICE | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: MARC J. SHAPIRO | | Management | For | For | | |
| | 2. | RATIFICATION OF AUDITORS | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 500 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | KINDER MORGAN INC |
| | Security | | 49456B101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | KMI | | | | Meeting Date | 07-May-2013 | |
| | ISIN | | US49456B1017 | | | | Agenda | 933761771 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | RICHARD D. KINDER | | | For | For | | |
| | | | 2 | C. PARK SHAPER | | | For | For | | |
| | | | 3 | STEVEN J. KEAN | | | For | For | | |
| | | | 4 | ANTHONY W. HALL, JR. | | | For | For | | |
| | | | 5 | DEBORAH A. MACDONALD | | | For | For | | |
| | | | 6 | MICHAEL MILLER | | | For | For | | |
| | | | 7 | MICHAEL C. MORGAN | | | For | For | | |
| | | | 8 | FAYEZ SAROFIM | | | For | For | | |
| | | | 9 | JOEL V. STAFF | | | For | For | | |
| | | | 10 | JOHN STOKES | | | For | For | | |
| | | | 11 | ROBERT F. VAGT | | | For | For | | |
| | 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 5,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | LABORATORY CORP. OF AMERICA HOLDINGS |
| | Security | | 50540R409 | | | | Meeting Type | Annual |
| | Ticker Symbol | | LH | | | | Meeting Date | 08-May-2013 | |
| | ISIN | | US50540R4092 | | | | Agenda | 933756643 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: KERRII B. ANDERSON | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JEAN-LUC BELINGARD | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: DAVID P. KING | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: WENDY E. LANE | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, JR. | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: PETER M. NEUPERT | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: ADAM H. SCHECHTER | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D. | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D. | | Management | For | For | | |
| | 2. | TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 50 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | LOOMIS SAYLES INVESTMENT TRUST |
| | Security | | 543495782 | | | | Meeting Type | Special |
| | Ticker Symbol | | LSGBX | | | | Meeting Date | 18-Mar-2013 | |
| | ISIN | | US5434957826 | | | | Agenda | 933724393 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | CHARLES D. BAKER | | | Withheld | Against | | |
| | | | 2 | EDMOND J. ENGLISH | | | Withheld | Against | | |
| | | | 3 | DAVID L. GIUNTA | | | Withheld | Against | | |
| | | | 4 | MARTIN T. MEEHAN | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 59,153 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | LOOMIS SAYLES INVESTMENT TRUST |
| | Security | | 543495840 | | | | Meeting Type | Special |
| | Ticker Symbol | | LSBDX | | | | Meeting Date | 18-Mar-2013 | |
| | ISIN | | US5434958402 | | | | Agenda | 933724393 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | CHARLES D. BAKER | | | Withheld | Against | | |
| | | | 2 | EDMOND J. ENGLISH | | | Withheld | Against | | |
| | | | 3 | DAVID L. GIUNTA | | | Withheld | Against | | |
| | | | 4 | MARTIN T. MEEHAN | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 120,930 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | LORILLARD, INC. |
| | Security | | 544147101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | LO | | | | Meeting Date | 14-May-2013 | |
| | ISIN | | US5441471019 | | | | Agenda | 933777635 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO AMEND THE LORILLARD, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS (THE "DECLASSIFICATION AMENDMENT") AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS. | | Management | For | For | | |
| | 2.1 | ELECTION OF ANDREW H. CARD, JR. AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED). | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2.2 | ELECTION OF VIRGIS W. COLBERT AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED). | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2.3 | ELECTION OF RICHARD W. ROEDEL AS A DIRECTOR TO HOLD OFFICE UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2014 (OR AS CLASS II DIRECTORS UNTIL THE ANNUAL MEETING OF SHAREHOLDERS FOR 2016 IF THE DECLASSIFICATION AMENDMENT IN PROPOSAL NO. 1 IS NOT APPROVED). | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 3. | ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 5. | SHAREHOLDER PROPOSAL ON DISCLOSURE OF LOBBYING POLICIES AND PRACTICES. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 6,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | MANAGERS AMG FUNDS |
| | Security | | 561709478 | | | | Meeting Type | Special |
| | Ticker Symbol | | YACKX | | | | Meeting Date | 20-Aug-2013 | |
| | ISIN | | US5617094785 | | | | Agenda | 933828901 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | BRUCE B. BINGHAM | | | For | For | | |
| | | | 2 | WILLIAM E. CHAPMAN II | | | For | For | | |
| | | | 3 | EDWARD J. KAIER | | | For | For | | |
| | | | 4 | STEVEN J. PAGGIOLI | | | For | For | | |
| | | | 5 | ERIC RAKOWSKI | | | For | For | | |
| | | | 6 | THOMAS R. SCHNEEWEIS | | | For | For | | |
| | | | 7 | CHRISTINE C. CARSMAN | | | For | For | | |
| | | | 8 | KURT KEILHACKER | | | For | For | | |
| | | | 9 | RICHARD F. POWERS III | | | For | For | | |
| | | | 10 | VICTORIA SASSINE | | | For | For | | |
| | 3A. | TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO DECLARATION OF TRUST AMENDMENT PROCEDURE | | Management | For | For | | |
| | 3B. | TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO MERGER, CONSOLIDATION, SALE OF ASSETS AND TERMINATION OF TRUST, SERIES OR CLASSES | | Management | For | For | | |
| | 3C. | TO AMEND AND RESTATE THE MASTER TRUST AGREEMENT OF THE TRUST RELATING TO OTHER CHANGES | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698973 | | STOCK MUTUAL FUNDS | 2698973 | NORTHERN TRUST COMPANY | 14,258 | 0 | 21-May-2013 | 21-May-2013 |
| | MARKWEST ENERGY PARTNERS LP |
| | Security | | 570759100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MWE | | | | Meeting Date | 29-May-2013 | |
| | ISIN | | US5707591005 | | | | Agenda | 933808505 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | FRANK M. SEMPLE | | | For | For | | |
| | | | 2 | DONALD D. WOLF | | | For | For | | |
| | | | 3 | KEITH E. BAILEY | | | For | For | | |
| | | | 4 | MICHAEL L. BEATTY | | | For | For | | |
| | | | 5 | CHARLES K. DEMPSTER | | | For | For | | |
| | | | 6 | DONALD C. HEPPERMANN | | | For | For | | |
| | | | 7 | RANDALL J. LARSON | | | For | For | | |
| | | | 8 | ANNE E. FOX MOUNSEY | | | For | For | | |
| | | | 9 | WILLIAM P. NICOLETTI | | | For | For | | |
| | 2. | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 7,500 | 0 | 07-May-2013 | 07-May-2013 |
| | MCDONALD'S CORPORATION |
| | Security | | 580135101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MCD | | | | Meeting Date | 23-May-2013 | |
| | ISIN | | US5801351017 | | | | Agenda | 933781999 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: WALTER E. MASSEY | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1B. | ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1C. | ELECTION OF DIRECTOR: ROGER W. STONE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1D. | ELECTION OF DIRECTOR: MILES D. WHITE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2013. | | Management | For | For | | |
| | 4. | ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING AN ANNUAL REPORT ON EXECUTIVE COMPENSATION, IF PRESENTED. | | Shareholder | Against | For | | |
| | 5. | ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING AN EXECUTIVE STOCK RETENTION POLICY, IF PRESENTED. | | Shareholder | Against | For | | |
| | 6. | ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A HUMAN RIGHTS REPORT, IF PRESENTED. | | Shareholder | Against | For | | |
| | 7. | ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A NUTRITION REPORT, IF PRESENTED. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | MEDICAL PROPERTIES TRUST, INC. |
| | Security | | 58463J304 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MPW | | | | Meeting Date | 23-May-2013 | |
| | ISIN | | US58463J3041 | | | | Agenda | 933811502 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | EDWARD K. ALDAG, JR. | | | For | For | | |
| | | | 2 | G. STEVEN DAWSON | | | For | For | | |
| | | | 3 | R. STEVEN HAMNER | | | For | For | | |
| | | | 4 | ROBERT E. HOLMES, PH.D. | | | For | For | | |
| | | | 5 | SHERRY A. KELLETT | | | For | For | | |
| | | | 6 | WILLIAM G. MCKENZIE | | | For | For | | |
| | | | 7 | L. GLENN ORR, JR. | | | For | For | | |
| | 2. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | APPROVAL OF THE COMPANY'S 2013 EQUITY INCENTIVE PLAN. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 35,000 | 0 | 07-May-2013 | 07-May-2013 |
| | METLIFE, INC. |
| | Security | | 59156R108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MET | | | | Meeting Date | 23-Apr-2013 | |
| | ISIN | | US59156R1086 | | | | Agenda | 933758368 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1.1 | ELECTION OF DIRECTOR: R. GLENN HUBBARD | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.2 | ELECTION OF DIRECTOR: STEVEN A. KANDARIAN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.3 | ELECTION OF DIRECTOR: JOHN M. KEANE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.4 | ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.5 | ELECTION OF DIRECTOR: JAMES M. KILTS | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.6 | ELECTION OF DIRECTOR: CATHERINE R. KINNEY | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.7 | ELECTION OF DIRECTOR: HUGH B. PRICE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.8 | ELECTION OF DIRECTOR: KENTON J. SICCHITANO | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2013 | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | METROPOLITAN WEST SECURITIES |
| | Security | | 592905103 | | | | Meeting Type | Special |
| | Ticker Symbol | | MWTRX | | | | Meeting Date | 20-Dec-2012 | |
| | ISIN | | US5929051036 | | | | Agenda | 933698182 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE TRUST AND METROPOLITAN WEST ASSET MANAGEMENT, LLC, THE FUND'S CURRENT INVESTMENT ADVISER. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 57,364 | 0 | 24-Oct-2012 | 24-Oct-2012 |
| | MICROSOFT CORPORATION |
| | Security | | 594918104 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MSFT | | | | Meeting Date | 28-Nov-2012 | |
| | ISIN | | US5949181045 | | | | Agenda | 933691784 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | ELECTION OF DIRECTOR: STEVEN A. BALLMER | | Management | For | For | | |
| | 2. | ELECTION OF DIRECTOR: DINA DUBLON | | Management | For | For | | |
| | 3. | ELECTION OF DIRECTOR: WILLIAM H. GATES III | | Management | For | For | | |
| | 4. | ELECTION OF DIRECTOR: MARIA M. KLAWE | | Management | For | For | | |
| | 5. | ELECTION OF DIRECTOR: STEPHEN J. LUCZO | | Management | For | For | | |
| | 6. | ELECTION OF DIRECTOR: DAVID F. MARQUARDT | | Management | For | For | | |
| | 7. | ELECTION OF DIRECTOR: CHARLES H. NOSKI | | Management | For | For | | |
| | 8. | ELECTION OF DIRECTOR: HELMUT PANKE | | Management | For | For | | |
| | 9. | ELECTION OF DIRECTOR: JOHN W. THOMPSON | | Management | For | For | | |
| | 10. | ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) | | Management | For | For | | |
| | 11. | APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) | | Management | For | For | | |
| | 12. | RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2013 (THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL) | | Management | For | For | | |
| | 13. | SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE VOTING (THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL) | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 5,000 | 0 | 24-Oct-2012 | 24-Oct-2012 |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 20,000 | 0 | 24-Oct-2012 | 24-Oct-2012 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,500 | 0 | 24-Oct-2012 | 24-Oct-2012 |
| | NATIONAL GRID PLC |
| | Security | | 636274300 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NGG | | | | Meeting Date | 29-Jul-2013 | |
| | ISIN | | US6362743006 | | | | Agenda | 933849981 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS | | Management | For | For | | |
| | 2 | TO DECLARE A FINAL DIVIDEND | | Management | For | For | | |
| | 3 | TO RE-ELECT SIR PETER GERSHON | | Management | For | For | | |
| | 4 | TO RE-ELECT STEVE HOLLIDAY | | Management | For | For | | |
| | 5 | TO RE-ELECT ANDREW BONFIELD | | Management | For | For | | |
| | 6 | TO RE-ELECT TOM KING | | Management | For | For | | |
| | 7 | TO RE-ELECT NICK WINSER | | Management | For | For | | |
| | 8 | TO RE-ELECT PHILIP AIKEN | | Management | For | For | | |
| | 9 | TO RE-ELECT NORA MEAD BROWNELL | | Management | For | For | | |
| | 10 | TO ELECT JONATHAN DAWSON | | Management | For | For | | |
| | 11 | TO RE-ELECT PAUL GOLBY | | Management | For | For | | |
| | 12 | TO RE-ELECT RUTH KELLY | | Management | For | For | | |
| | 13 | TO RE-ELECT MARIA RICHTER | | Management | For | For | | |
| | 14 | TO ELECT MARK WILLIAMSON | | Management | For | For | | |
| | 15 | TO REAPPOINT THE AUDITORS PRICEWATERHOUSECOOPERS LLP | | Management | For | For | | |
| | 16 | TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS' REMUNERATION | | Management | For | For | | |
| | 17 | TO APPROVE THE DIRECTORS' REMUNERATION REPORT | | Management | For | For | | |
| | 18 | TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY SHARES | | Management | For | For | | |
| | S19 | TO DISAPPLY PRE-EMPTION RIGHTS | | Management | For | For | | |
| | S20 | TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES | | Management | For | For | | |
| | S21 | TO AUTHORISE THE DIRECTORS TO HOLD GENERAL MEETINGS ON 14 CLEAR DAYS' NOTICE | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 1,000 | 0 | 25-Jun-2013 | 25-Jun-2013 |
| | NCR CORPORATION |
| | Security | | 62886E108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NCR | | | | Meeting Date | 24-Apr-2013 | |
| | ISIN | | US62886E1082 | | | | Agenda | 933743836 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | EDWARD P. BOYKIN* | | | Withheld | Against | | |
| | | | 2 | LINDA FAYNE LEVINSON* | | | Withheld | Against | | |
| | | | 3 | DEANNA W. OPPENHEIMER* | | | Withheld | Against | | |
| | | | 4 | KURT P. KUEHN$ | | | Withheld | Against | | |
| | 2. | RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION AS DISCLOSED IN THESE PROXY MATERIALS. | | Management | For | For | | |
| | 4. | TO APPROVE THE NCR CORPORATION 2013 STOCK INCENTIVE PLAN. | | Management | For | For | | |
| | 5. | STOCKHOLDER PROPOSAL TO REPEAL THE CLASSIFIED BOARD OF DIRECTORS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 3,000 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | NESTLE S.A. |
| | Security | | 641069406 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NSRGY | | | | Meeting Date | 11-Apr-2013 | |
| | ISIN | | US6410694060 | | | | Agenda | 933753154 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A | APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2012 | | Management | For | For | | |
| | 1B | ACCEPTANCE OF THE COMPENSATION REPORT 2012 (ADVISORY VOTE) | | Management | For | For | | |
| | 2 | RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT | | Management | For | For | | |
| | 3 | APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2012 | | Management | For | For | | |
| | 4A1 | RE-ELECTION TO THE BOARD OF DIRECTOR: MR PETER BRABECK-LETMATHE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4A2 | RE-ELECTION TO THE BOARD OF DIRECTOR: MR STEVEN G. HOCH | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4A3 | RE-ELECTION TO THE BOARD OF DIRECTOR: MS TITIA DE LANGE | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4A4 | RE-ELECTION TO THE BOARD OF DIRECTOR: MR JEAN-PIERRE ROTH | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4B | ELECTION TO THE BOARD OF DIRECTORS: MS EVA CHENG | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4C | RE-ELECTION OF THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 5 | IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE FOLLOWING INSTRUCTION: "FOR" = VOTE IN ACCORDANCE WITH THE PROPOSAL OF THE BOARD OF DIRECTORS "AGAINST" = VOTE AGAINST THE PROPOSAL OF THE BOARD OF DIRECTORS "ABSTAIN" = ABSTAIN | | Management | For | For | | |
| | 6 | MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE COMPANY'S INVITATION) | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 10,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | NEWMONT MINING CORPORATION |
| | Security | | 651639106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NEM | | | | Meeting Date | 24-Apr-2013 | |
| | ISIN | | US6516391066 | | | | Agenda | 933744559 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: B.R. BROOK | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: J.K. BUCKNOR | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: V.A. CALARCO | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: J.A. CARRABBA | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: N. DOYLE | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: G.J. GOLDBERG | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: V.M. HAGEN | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: J. NELSON | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: D.C. ROTH | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: S.R. THOMPSON | | Management | For | For | | |
| | 2. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2013. | | Management | For | For | | |
| | 3. | ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | 4. | APPROVE THE 2013 STOCK INCENTIVE PLAN. | | Management | For | For | | |
| | 5. | APPROVE THE PERFORMANCE PAY PLAN. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 7,500 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | NORFOLK SOUTHERN CORPORATION |
| | Security | | 655844108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NSC | | | | Meeting Date | 09-May-2013 | |
| | ISIN | | US6558441084 | | | | Agenda | 933758851 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: THOMAS D. BELL, JR | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: ERSKINE B. BOWLES | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: ROBERT A. BRADWAY | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: WESLEY G. BUSH | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: DANIEL A. CARP | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: KAREN N. HORN | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: BURTON M. JOYCE | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: STEVEN F. LEER | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: MICHAEL D. LOCKHART | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: CHARLES W. MOORMAN | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: MARTIN H. NESBITT | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: JOHN R. THOMPSON | | Management | For | For | | |
| | 2. | THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 3. | APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2013 ANNUAL MEETING OF STOCKHOLDERS. | | Management | For | For | | |
| | 4. | APPROVAL OF AN AMENDMENT TO THE NORFOLK SOUTHERN BYLAWS GIVING STOCKHOLDERS THE RIGHT TO CALL A SPECIAL MEETING. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | NUVEEN INVESTMENTS |
| | Security | | 67074U103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | JMF | | | | Meeting Date | 03-Apr-2013 | |
| | ISIN | | US67074U1034 | | | | Agenda | 933740323 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1B. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | WILLIAM C. HUNTER | | | Withheld | Against | | |
| | | | 2 | JUDITH M. STOCKDALE | | | Withheld | Against | | |
| | | | 3 | CAROLE E. STONE | | | Withheld | Against | | |
| | | | 4 | VIRGINIA L. STRINGER | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 10,295 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | NYSE EURONEXT |
| | Security | | 629491101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | NYX | | | | Meeting Date | 25-Apr-2013 | |
| | ISIN | | US6294911010 | | | | Agenda | 933756718 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: ANDRE BERGEN | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: ELLYN L. BROWN | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: MARSHALL N. CARTER | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: DOMINIQUE CERUTTI | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: SIR GEORGE COX | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: SYLVAIN HEFES | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: LAWRENCE E. LEIBOWITZ | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: JAMES J. MCNULTY | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: LUIS MARIA VIANA PALHA DA SILVA | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: ROBERT G. SCOTT | | Management | For | For | | |
| | 1N. | ELECTION OF DIRECTOR: JACKSON P. TAI | | Management | For | For | | |
| | 1O. | ELECTION OF DIRECTOR: RIJNHARD VAN TETS | | Management | For | For | | |
| | 1P. | ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON | | Management | For | For | | |
| | 2. | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION (THE "SAY-ON-PAY" PROPOSAL). | | Management | For | For | | |
| | 4. | TO APPROVE THE AMENDED AND RESTATED NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | | Management | For | For | | |
| | 5. | TO REAPPROVE THE PERFORMANCE GOALS UNDER THE NYSE EURONEXT OMNIBUS INCENTIVE PLAN. | | Management | For | For | | |
| | 6. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS. | | Management | For | For | | |
| | 7. | TO AMEND CERTAIN PROVISIONS IN OUR CHARTER TO ALLOW STOCKHOLDERS TO ACT BY WRITTEN CONSENT. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 500 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | NYSE EURONEXT |
| | Security | | 629491101 | | | | Meeting Type | Special |
| | Ticker Symbol | | NYX | | | | Meeting Date | 03-Jun-2013 | |
| | ISIN | | US6294911010 | | | | Agenda | 933816362 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 19, 2013, BY AND AMONG INTERCONTINENTAL EXCHANGE, INC., INTERCONTINENTAL EXCHANGE GROUP, INC., NYSE EURONEXT, BRAVES MERGER SUB, INC. AND BASEBALL MERGER SUB, LLC. APPROVAL OF THIS PROPOSAL IS REQUIRED TO COMPLETE THE MERGER. | | Management | For | For | | |
| | 2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION TO BE PAID TO NYSE EURONEXT'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. | | Management | For | For | | |
| | 3. | TO APPROVE ONE OR MORE ADJOURNMENTS OF THE NYSE EURONEXT SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING ADJOURNMENTS TO PERMIT FURTHER SOLICITATION OF PROXIES IN FAVOR OF PROPOSAL NO. 1. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 500 | 0 | 07-May-2013 | 07-May-2013 |
| | OCCIDENTAL PETROLEUM CORPORATION |
| | Security | | 674599105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | OXY | | | | Meeting Date | 03-May-2013 | |
| | ISIN | | US6745991058 | | | | Agenda | 933771063 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: SPENCER ABRAHAM | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: HOWARD I. ATKINS | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: STEPHEN I. CHAZEN | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JOHN E. FEICK | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: MARGARET M. FORAN | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: RAY R. IRANI | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: AVEDICK B. POLADIAN | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: AZIZ D. SYRIANI | | Management | For | For | | |
| | 2. | ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION | | Management | For | For | | |
| | 3. | RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS | | Management | For | For | | |
| | 4. | STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | ONEOK, INC. |
| | Security | | 682680103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | OKE | | | | Meeting Date | 22-May-2013 | |
| | ISIN | | US6826801036 | | | | Agenda | 933777902 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: JAMES C. DAY | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JULIE H. EDWARDS | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: WILLIAM L. FORD | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: JOHN W. GIBSON | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: BERT H. MACKIE | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: STEVEN J. MALCOLM | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JIM W. MOGG | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: PATTYE L. MOORE | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: GARY D. PARKER | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ | | Management | For | For | | |
| | 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC. | | Management | For | For | | |
| | 3. | A PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR OUR EQUITY COMPENSATION PLAN. | | Management | For | For | | |
| | 4. | AN ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 5. | A SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 5,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | ORACLE CORPORATION |
| | Security | | 68389X105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ORCL | | | | Meeting Date | 07-Nov-2012 | |
| | ISIN | | US68389X1054 | | | | Agenda | 933690302 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | JEFFREY S. BERG | | | For | For | | |
| | | | 2 | H. RAYMOND BINGHAM | | | For | For | | |
| | | | 3 | MICHAEL J. BOSKIN | | | For | For | | |
| | | | 4 | SAFRA A. CATZ | | | For | For | | |
| | | | 5 | BRUCE R. CHIZEN | | | For | For | | |
| | | | 6 | GEORGE H. CONRADES | | | For | For | | |
| | | | 7 | LAWRENCE J. ELLISON | | | For | For | | |
| | | | 8 | HECTOR GARCIA-MOLINA | | | For | For | | |
| | | | 9 | JEFFREY O. HENLEY | | | For | For | | |
| | | | 10 | MARK V. HURD | | | For | For | | |
| | | | 11 | DONALD L. LUCAS | | | For | For | | |
| | | | 12 | NAOMI O. SELIGMAN | | | For | For | | |
| | 2 | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3 | APPROVAL OF INCREASE IN SHARES UNDER THE DIRECTORS' STOCK PLAN. | | Management | For | For | | |
| | 4 | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | | Management | For | For | | |
| | 5 | STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS. | | Shareholder | Against | For | | |
| | 6 | STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN. | | Shareholder | Against | For | | |
| | 7 | STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION POLICY. | | Shareholder | Against | For | | |
| | 8 | STOCKHOLDER PROPOSAL REGARDING EQUITY ACCELERATION UPON A CHANGE IN CONTROL OF ORACLE. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 6,000 | 0 | 02-Oct-2012 | 02-Oct-2012 |
| | PANERA BREAD COMPANY |
| | Security | | 69840W108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PNRA | | | | Meeting Date | 22-May-2013 | |
| | ISIN | | US69840W1080 | | | | Agenda | 933795962 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | LARRY J. FRANKLIN | | | Withheld | Against | | |
| | | | 2 | DIANE HESSAN | | | Withheld | Against | | |
| | | | 3 | WILLIAM W. MORETON | | | Withheld | Against | | |
| | 2. | TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF PANERA BREAD COMPANY. | | Management | For | For | | |
| | 3. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS PANERA BREAD COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 24-Apr-2013 | 24-Apr-2013 |
| | PEABODY ENERGY CORPORATION |
| | Security | | 704549104 | | | | Meeting Type | Annual |
| | Ticker Symbol | | BTU | | | | Meeting Date | 29-Apr-2013 | |
| | ISIN | | US7045491047 | | | | Agenda | 933748800 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | GREGORY H. BOYCE | | | For | For | | |
| | | | 2 | WILLIAM A. COLEY | | | For | For | | |
| | | | 3 | WILLIAM E. JAMES | | | For | For | | |
| | | | 4 | ROBERT B. KARN III | | | For | For | | |
| | | | 5 | HENRY E. LENTZ | | | For | For | | |
| | | | 6 | ROBERT A. MALONE | | | For | For | | |
| | | | 7 | WILLIAM C. RUSNACK | | | For | For | | |
| | | | 8 | JOHN F. TURNER | | | For | For | | |
| | | | 9 | SANDRA A. VAN TREASE | | | For | For | | |
| | | | 10 | ALAN H. WASHKOWITZ | | | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 3. | ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | 4. | APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER OUR 2008 MANAGEMENT ANNUAL INCENTIVE COMPENSATION PLAN. | | Management | For | For | | |
| | 5. | SHAREHOLDER PROPOSAL REGARDING LOBBYING ACTIVITIES. | | Shareholder | Against | For | | |
| | 6. | SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 750 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | PENN WEST PETROLEUM LTD. |
| | Security | | 707887105 | | | | Meeting Type | Annual and Special Meeting |
| | Ticker Symbol | | PWE | | | | Meeting Date | 05-Jun-2013 | |
| | ISIN | | CA7078871059 | | | | Agenda | 933824927 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 01 | THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITOR OF PENN WEST FOR THE ENSUING YEAR. | | Management | For | For | | |
| | 02 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | JAMES E. ALLARD | | | For | For | | |
| | | | 2 | GEORGE H. BROOKMAN | | | For | For | | |
| | | | 3 | GILLIAN H. DENHAM | | | For | For | | |
| | | | 4 | RICHARD L. GEORGE | | | For | For | | |
| | | | 5 | DARYL H. GILBERT | | | For | For | | |
| | | | 6 | ALLAN P. MARKIN | | | For | For | | |
| | | | 7 | MURRAY R. NUNNS | | | For | For | | |
| | | | 8 | FRANK POTTER | | | For | For | | |
| | | | 9 | JACK SCHANCK | | | For | For | | |
| | | | 10 | JAMES C. SMITH | | | For | For | | |
| | | | 11 | JAY W. THORNTON | | | For | For | | |
| | 03 | ADVISORY VOTE APPROVING PENN WEST'S APPROACH TO EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 04 | THE APPROVAL OF ALL UNALLOCATED OPTIONS TO ACQUIRE COMMON SHARES UNDER THE STOCK OPTION PLAN OF PENN WEST UNTIL JUNE 5, 2016. | | Management | For | For | | |
| | 05 | THE APPROVAL OF AN AMENDMENT TO THE AMENDING PROVISIONS OF THE STOCK OPTION PLAN OF PENN WEST. | | Management | For | For | | |
| | 06 | THE APPROVAL OF BY-LAW NO. 2 OF PENN WEST RELATING TO THE ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 21-May-2013 | 21-May-2013 |
| | PETROLEO BRASILEIRO S.A. - PETROBRAS |
| | Security | | 71654V408 | | | | Meeting Type | Special |
| | Ticker Symbol | | PBR | | | | Meeting Date | 29-Apr-2013 | |
| | ISIN | | US71654V4086 | | | | Agenda | 933790316 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | O1 | MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD. | | Management | For | For | | |
| | O2 | CAPITAL BUDGET, REGARDING THE YEAR OF 2013. | | Management | For | For | | |
| | O3 | DESTINATION OF INCOME FOR THE YEAR OF 2012. | | Management | For | For | | |
| | O4A | ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER. | | Management | For | For | | |
| | O4B | ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | O5 | ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER. | | Management | For | For | | |
| | O6A | ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER. | | Management | For | For | | |
| | O6B | ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | O7 | ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD. | | Management | For | For | | |
| | E1 | INCREASE OF THE CAPITAL STOCK. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698972 | | RISK MANAGEMENT | 2698972 | NORTHERN TRUST COMPANY | 2,400 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | PFIZER INC. |
| | Security | | 717081103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PFE | | | | Meeting Date | 25-Apr-2013 | |
| | ISIN | | US7170811035 | | | | Agenda | 933743090 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A | ELECTION OF DIRECTOR: DENNIS A. AUSIELLO | | Management | For | For | | |
| | 1B | ELECTION OF DIRECTOR: M. ANTHONY BURNS | | Management | For | For | | |
| | 1C | ELECTION OF DIRECTOR: W. DON CORNWELL | | Management | For | For | | |
| | 1D | ELECTION OF DIRECTOR: FRANCES D. FERGUSSON | | Management | For | For | | |
| | 1E | ELECTION OF DIRECTOR: WILLIAM H. GRAY, III | | Management | For | For | | |
| | 1F | ELECTION OF DIRECTOR: HELEN H. HOBBS | | Management | For | For | | |
| | 1G | ELECTION OF DIRECTOR: CONSTANCE J. HORNER | | Management | For | For | | |
| | 1H | ELECTION OF DIRECTOR: JAMES M. KILTS | | Management | For | For | | |
| | 1I | ELECTION OF DIRECTOR: GEORGE A. LORCH | | Management | For | For | | |
| | 1J | ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON | | Management | For | For | | |
| | 1K | ELECTION OF DIRECTOR: IAN C. READ | | Management | For | For | | |
| | 1L | ELECTION OF DIRECTOR: STEPHEN W. SANGER | | Management | For | For | | |
| | 1M | ELECTION OF DIRECTOR: MARC TESSIER- LAVIGNE | | Management | For | For | | |
| | 2 | RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 | | Management | For | For | | |
| | 3 | ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | | Management | For | For | | |
| | 4 | SHAREHOLDER PROPOSAL REGARDING EXECUTIVE EQUITY RETENTION | | Shareholder | Against | For | | |
| | 5 | SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 25,000 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,500 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | PHH CORPORATION |
| | Security | | 693320202 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PHH | | | | Meeting Date | 12-Jun-2013 | |
| | ISIN | | US6933202029 | | | | Agenda | 933808543 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | JANE D. CARLIN | | | For | For | | |
| | | | 2 | THOMAS P. GIBBONS | | | For | For | | |
| | | | 3 | DEBORAH M. REIF | | | For | For | | |
| | | | 4 | CARROLL R. WETZEL, JR. | | | For | For | | |
| | | | 5 | JON A. BOSCIA | | | For | For | | |
| | | | 6 | GLEN A. MESSINA | | | For | For | | |
| | | | 7 | CHARLES P. PIZZI | | | For | For | | |
| | | | 8 | JAMES O. EGAN | | | For | For | | |
| | | | 9 | ALLAN Z. LOREN | | | For | For | | |
| | | | 10 | GREGORY J. PARSEGHIAN | | | For | For | | |
| | | | 11 | JANE D. CARLIN | | | For | For | | |
| | | | 12 | THOMAS P. GIBBONS | | | For | For | | |
| | | | 13 | DEBORAH M. REIF | | | For | For | | |
| | | | 14 | CARROLL R. WETZEL, JR. | | | For | For | | |
| | 2. | TO APPROVE THE AMENDMENT TO THE CHARTER OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS AS CONTEMPLATED BY THE ARTICLES OF AMENDMENT. | | Management | For | For | | |
| | 3. | TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 4. | TO APPROVE AN ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 07-May-2013 | 07-May-2013 |
| | PIMCO CORPORATE INCOME FUND |
| | Security | | 72200U100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PCN | | | | Meeting Date | 30-Apr-2013 | |
| | ISIN | | US72200U1007 | | | | Agenda | 933746806 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1) | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | DEBORAH A. DECOTIS | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 12,500 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | POTASH CORPORATION OF SASKATCHEWAN INC. |
| | Security | | 73755L107 | | | | Meeting Type | Annual and Special Meeting |
| | Ticker Symbol | | POT | | | | Meeting Date | 16-May-2013 | |
| | ISIN | | CA73755L1076 | | | | Agenda | 933756198 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 01 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | C.M. BURLEY | | | For | For | | |
| | | | 2 | D.G. CHYNOWETH | | | For | For | | |
| | | | 3 | D. CLAUW | | | For | For | | |
| | | | 4 | W.J. DOYLE | | | For | For | | |
| | | | 5 | J.W. ESTEY | | | For | For | | |
| | | | 6 | G.W. GRANDEY | | | For | For | | |
| | | | 7 | C.S. HOFFMAN | | | For | For | | |
| | | | 8 | D.J. HOWE | | | For | For | | |
| | | | 9 | A.D. LABERGE | | | For | For | | |
| | | | 10 | K.G. MARTELL | | | For | For | | |
| | | | 11 | J.J. MCCAIG | | | For | For | | |
| | | | 12 | M. MOGFORD | | | For | For | | |
| | | | 13 | E. VIYELLA DE PALIZA | | | For | For | | |
| | 02 | THE APPOINTMENT OF DELOITTE LLP AS AUDITORS OF THE CORPORATION. | | Management | For | For | | |
| | 03 | THE RESOLUTION (ATTACHED AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR) APPROVING THE ADOPTION OF A NEW PERFORMANCE OPTION PLAN, THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX C TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. | | Management | For | For | | |
| | 04 | THE ADVISORY RESOLUTION ACCEPTING THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | POWERSHARES GLOBAL EXCHANGE |
| | Security | | 73936T565 | | | | Meeting Type | Special |
| | Ticker Symbol | | PGX | | | | Meeting Date | 20-Jun-2013 | |
| | ISIN | | US73936T5653 | | | | Agenda | 933829991 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | RONN R. BAGGE | | | For | For | | |
| | | | 2 | TODD J. BARRE | | | For | For | | |
| | | | 3 | KEVIN M. CAROME | | | For | For | | |
| | | | 4 | MARC M. KOLE | | | For | For | | |
| | | | 5 | YUNG BONG LIM | | | For | For | | |
| | | | 6 | PHILIP M. NUSSBAUM | | | For | For | | |
| | | | 7 | GARY R. WICKER | | | For | For | | |
| | | | 8 | DONALD H. WILSON | | | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 5,000 | 0 | 21-May-2013 | 21-May-2013 |
| | PROSPECT CAPITAL CORPORATION |
| | Security | | 74348T102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PSEC | | | | Meeting Date | 07-Dec-2012 | |
| | ISIN | | US74348T1025 | | | | Agenda | 933688852 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | ANDREW C. COOPER | | | Withheld | Against | | |
| | | | 2 | M. GRIER ELIASEK | | | Withheld | Against | | |
| | 2. | TO RATIFY THE SELECTION OF BDO USA, LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2013. | | Management | For | For | | |
| | 3. | TO AUTHORIZE THE COMPANY, WITH APPROVAL OF ITS BOARD OF DIRECTORS, TO SELL SHARES OF ITS COMMON STOCK (DURING THE NEXT 12 MONTHS) AT A PRICE OR PRICES BELOW THE COMPANY'S THEN CURRENT NET ASSET VALUE PER SHARE IN ONE OR MORE OFFERINGS SUBJECT TO CERTAIN CONDITIONS AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 4,500 | 0 | 02-Oct-2012 | 02-Oct-2012 |
| | QUALCOMM INCORPORATED |
| | Security | | 747525103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | QCOM | | | | Meeting Date | 05-Mar-2013 | |
| | ISIN | | US7475251036 | | | | Agenda | 933726397 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A | ELECTION OF DIRECTOR: BARBARA T. ALEXANDER | | Management | For | For | | |
| | 1B | ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK | | Management | For | For | | |
| | 1C | ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE | | Management | For | For | | |
| | 1D | ELECTION OF DIRECTOR: SUSAN HOCKFIELD | | Management | For | For | | |
| | 1E | ELECTION OF DIRECTOR: THOMAS W. HORTON | | Management | For | For | | |
| | 1F | ELECTION OF DIRECTOR: PAUL E. JACOBS | | Management | For | For | | |
| | 1G | ELECTION OF DIRECTOR: SHERRY LANSING | | Management | For | For | | |
| | 1H | ELECTION OF DIRECTOR: DUANE A. NELLES | | Management | For | For | | |
| | 1I | ELECTION OF DIRECTOR: FRANCISCO ROS | | Management | For | For | | |
| | 1J | ELECTION OF DIRECTOR: BRENT SCOWCROFT | | Management | For | For | | |
| | 1K | ELECTION OF DIRECTOR: MARC I. STERN | | Management | For | For | | |
| | 02 | TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE RESERVE BY 90,000,000 SHARES. | | Management | For | For | | |
| | 03 | TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 29, 2013. | | Management | For | For | | |
| | 04 | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 07-Feb-2013 | 07-Feb-2013 |
| | RENT-A-CENTER, INC. |
| | Security | | 76009N100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | RCII | | | | Meeting Date | 09-May-2013 | |
| | ISIN | | US76009N1000 | | | | Agenda | 933756655 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1.1 | ELECTION OF CLASS III DIRECTOR: MITCHELL E. FADEL | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1.2 | ELECTION OF CLASS III DIRECTOR: PAULA STERN, PH.D. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP, REGISTERED INDEPENDENT ACCOUNTANTS, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 AS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. | | Management | For | For | | |
| | 3. | PROPOSAL TO ADOPT THE ADVISORY (NON- BINDING) RESOLUTION APPROVING EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | REYNOLDS AMERICAN INC. |
| | Security | | 761713106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | RAI | | | | Meeting Date | 09-May-2013 | |
| | ISIN | | US7617131062 | | | | Agenda | 933750932 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: DANIEL M. DELEN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1B. | ELECTION OF DIRECTOR: MARTIN D. FEINSTEIN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1C. | ELECTION OF DIRECTOR: LIONEL L. NOWELL, III | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1D. | ELECTION OF DIRECTOR: NEIL R. WITHINGTON | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | | Management | For | For | | |
| | 3. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL ON ELIMINATION OF CLASSIFIED BOARD | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | RPM INTERNATIONAL INC. |
| | Security | | 749685103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | RPM | | | | Meeting Date | 04-Oct-2012 | |
| | ISIN | | US7496851038 | | | | Agenda | 933682331 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | JOHN P. ABIZAID | | | Withheld | Against | | |
| | | | 2 | BRUCE A. CARBONARI | | | Withheld | Against | | |
| | | | 3 | THOMAS S. GROSS | | | Withheld | Against | | |
| | | | 4 | JOSEPH P. VIVIANO | | | Withheld | Against | | |
| | 2. | APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 4. | CONSIDER A STOCKHOLDER PROPOSAL TO ELIMINATE CLASSIFICATION OF THE BOARD OF DIRECTORS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,000 | 0 | 16-Sep-2012 | 16-Sep-2012 |
| | SANOFI |
| | Security | | 80105N105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SNY | | | | Meeting Date | 03-May-2013 | |
| | ISIN | | US80105N1054 | | | | Agenda | 933783753 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | O1 | APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012 | | Management | For | For | | |
| | O2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012 | | Management | For | For | | |
| | O3 | APPROPRIATION OF PROFITS, DECLARATION OF DIVIDEND | | Management | For | For | | |
| | O4 | APPOINTMENT OF A DIRECTOR (FABIENNE LECORVAISIER) | | Management | For | For | | |
| | O5 | AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY | | Management | For | For | | |
| | E6 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHTS MAINTAINED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS | | Management | For | For | | |
| | E7 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE, WITH PREEMPTIVE RIGHT BEING CANCELLED, OF SHARES AND/OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AND/OR SECURITIES GIVING ENTITLEMENT TO THE ALLOTMENT OF DEBT INSTRUMENTS BY PUBLIC OFFERING | | Management | For | For | | |
| | E8 | POSSIBILITY OF ISSUING, WITHOUT PREEMPTIVE RIGHT, SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL AS CONSIDERATION FOR ASSETS TRANSFERRED TO THE COMPANY AS A CAPITAL CONTRIBUTION IN KIND IN THE FORM OF SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL OF ANOTHER COMPANY | | Management | For | For | | |
| | E9 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREEMPTIVE RIGHTS | | Management | For | For | | |
| | E10 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE TO CARRY OUT INCREASES IN THE SHARE CAPITAL BY INCORPORATION OF SHARE PREMIUM, RESERVES, PROFITS OR OTHER ITEMS | | Management | For | For | | |
| | E11 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO DECIDE THE ISSUANCE OF SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY'S CAPITAL RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH WAIVER OF PREEMPTIVE RIGHT IN THEIR FAVOR | | Management | For | For | | |
| | E12 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ALLOT, WITHOUT PREEMPTIVE RIGHT, EXISTING OR NEW RESTRICTED SHARES IN FULL OR PARTIAL SUBSTITUTION FOR THE DISCOUNT TO A CAPITAL INCREASE RESERVED FOR SALARIED EMPLOYEES | | Management | For | For | | |
| | E13 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO GRANT, WITHOUT PREEMPTIVE RIGHT, OPTIONS TO SUBSCRIBE FOR OR PURCHASE SHARES | | Management | For | For | | |
| | E14 | AUTHORIZATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES | | Management | For | For | | |
| | E15 | POWERS FOR FORMALITIES | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 10,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | SEADRILL LIMITED |
| | Security | | G7945E105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SDRL | | | | Meeting Date | 21-Sep-2012 | |
| | ISIN | | BMG7945E1057 | | | | Agenda | 933674980 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | TO RE-ELECT JOHN FREDRIKSEN AS A DIRECTOR OF THE COMPANY. | | Management | For | For | | |
| | 2 | TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR OF THE COMPANY. | | Management | For | For | | |
| | 3 | TO RE-ELECT KATE BLANKENSHIP AS A DIRECTOR OF THE COMPANY. | | Management | For | For | | |
| | 4 | TO RE-ELECT KATHRINE FREDRIKSEN AS A DIRECTOR OF THE COMPANY. | | Management | For | For | | |
| | 5 | TO RE-ELECT CARL ERIK STEEN AS A DIRECTOR OF THE COMPANY. | | Management | For | For | | |
| | 6 | PROPOSAL TO RE-APPOINT PRICEWATERHOUSECOOPERS, AS OF OSLO, NORWAY AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION. | | Management | For | For | | |
| | 7 | PROPOSAL TO APPROVE THE REMUNERATION OF THE COMPANY'S BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$800,000 FOR THE YEAR ENDED DECEMBER 31, 2012. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 3,000 | 0 | 06-Aug-2012 | 06-Aug-2012 |
| | SEATTLE GENETICS, INC. |
| | Security | | 812578102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SGEN | | | | Meeting Date | 17-May-2013 | |
| | ISIN | | US8125781026 | | | | Agenda | 933782268 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | MARC E. LIPPMAN, M.D. | | | Withheld | Against | | |
| | | | 2 | FRANKLIN M. BERGER | | | Withheld | Against | | |
| | | | 3 | DANIEL G. WELCH | | | Withheld | Against | | |
| | 2. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | SK TELECOM CO., LTD. |
| | Security | | 78440P108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SKM | | | | Meeting Date | 22-Mar-2013 | |
| | ISIN | | US78440P1084 | | | | Agenda | 933740171 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | APPROVAL OF FINANCIAL STATEMENTS FOR THE 29TH FISCAL YEAR (FROM JANUARY 1, 2012 TO DECEMBER 31, 2012) AS SET FORTH IN ITEM 1 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH. | | Management | For | For | | |
| | 2. | APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION AS SET FORTH IN ITEM 2 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH. | | Management | For | For | | |
| | 3-1 | ELECTION OF AN EXECUTIVE DIRECTOR: CHO, DAESIK | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 3-2 | ELECTION OF AN INDEPENDENT NON- EXECUTIVE DIRECTOR: OH, DAESHICK | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 4. | APPROVAL OF THE ELECTION OF A MEMBER OF THE AUDIT COMMITTEE AS SET FORTH IN ITEM 4 OF THE COMPANY'S AGENDA ENCLOSED HEREWITH: OH, DAESHICK. | | Management | For | For | | |
| | 5. | APPROVAL OF THE CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS * PROPOSED CEILING AMOUNT OF THE REMUNERATION FOR DIRECTORS IS KRW 12 BILLION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | STERICYCLE, INC. |
| | Security | | 858912108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SRCL | | | | Meeting Date | 21-May-2013 | |
| | ISIN | | US8589121081 | | | | Agenda | 933774920 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: MARK C. MILLER | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JACK W. SCHULER | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: CHARLES A. ALUTTO | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: THOMAS D. BROWN | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: ROD F. DAMMEYER | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: WILLIAM K. HALL | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JONATHAN T. LORD, M.D. | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: JOHN PATIENCE | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: RONALD G. SPAETH | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI | | Management | For | For | | |
| | 2. | APPROVAL OF AN AMENDMENT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 600,000 SHARES TO 900,000 SHARES | | Management | For | For | | |
| | 3. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 | | Management | For | For | | |
| | 4. | ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO THE COMPANY'S EXECUTIVE OFFICERS | | Management | For | For | | |
| | 5. | STOCKHOLDER PROPOSAL REQUIRING EXECUTIVES TO HOLD EQUITY AWARDS UNTIL RETIREMENT OR TERMINATING EMPLOYMENT | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | TCW FUNDS, INC. |
| | Security | | 87234N880 | | | | Meeting Type | Special |
| | Ticker Symbol | | TGLMX | | | | Meeting Date | 20-Dec-2012 | |
| | ISIN | | US87234N8801 | | | | Agenda | 933698562 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO APPROVE A NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE CORPORATION AND TCW INVESTMENT MANAGEMENT COMPANY, THE FUND'S CURRENT INVESTMENT ADVISER. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 85,422 | 0 | 24-Oct-2012 | 24-Oct-2012 |
| | TELEFONICA, S.A. |
| | Security | | 879382208 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TEF | | | | Meeting Date | 30-May-2013 | |
| | ISIN | | US8793822086 | | | | Agenda | 933827682 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED FINANCIAL STATEMENTS (CONSOLIDATED ANNUAL ACCOUNTS) AND THE MANAGEMENT REPORT OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL AS OF THE PROPOSED ALLOCATION OF THE PROFITS/LOSSES OF TELEFONICA, S.A. AND THE MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL WITH RESPECT TO FISCAL YEAR 2012. | | Management | For | | | |
| | 2A. | RE-ELECTION OF MR. JOSE MARIA ABRIL PEREZ AS DIRECTOR. | | Management | For | | | |
| | 2B. | RE-ELECTION OF MR. JOSE FERNANDO DE ALMANSA MORENO-BARREDA AS DIRECTOR. | | Management | For | | | |
| | 2C. | RE-ELECTION OF MS. EVA CASTILLO SANZ AS DIRECTOR. | | Management | For | | | |
| | 2D. | RE-ELECTION OF MR. LUIZ FERNANDO FURLAN AS DIRECTOR. | | Management | For | | | |
| | 2E. | RE-ELECTION OF MR. FRANCISCO JAVIER DE PAZ MANCHO AS DIRECTOR. | | Management | For | | | |
| | 2F. | RATIFICATION OF MR. SANTIAGO FERNANDEZ VALBUENA AS DIRECTOR. | | Management | For | | | |
| | 3. | RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2013. | | Management | For | | | |
| | 4A. | AMENDMENT OF ARTICLES 17 (IN CONNECTION WITH A PART OF ITS CONTENT WHICH WILL BECOME A NEW ARTICLE 20), AND 20 BIS OF THE BY-LAWS (WHICH BECOMES THE NEW ARTICLE 25), AND ADDITION OF TWO NEW ARTICLES, NUMBERED 32 AND 40, TO IMPROVE THE REGULATIONS OF THE GOVERNING BODIES OF TELEFONICA, S.A. | | Management | For | | | |
| | 4B. | AMENDMENT OF ARTICLES 16, 18, 18 BIS AND 21 OF THE BY-LAWS (WHICH BECOME ARTICLES 17, 22, 4 AND 26, RESPECTIVELY) AND ADDITION OF TWO NEW ARTICLES, NUMBERED 43 AND 44, WITH A VIEW TO BRINGING THE PROVISIONS OF THE BY- LAWS INTO LINE WITH THE LATEST LEGISLATIVE CHANGES. | | Management | For | | | |
| | 4C. | APPROVAL OF A CONSOLIDATED TEXT OF THE BY-LAWS WITH A VIEW TO SYSTEMATIZING AND STANDARDIZING ITS CONTENT, INCORPORATING THE AMENDMENTS APPROVED, AND RENUMBERING SEQUENTIALLY THE TITLES, SECTIONS, AND ARTICLES INTO WHICH IT IS DIVIDED. | | Management | For | | | |
| | 5. | AMENDMENT AND APPROVAL OF THE CONSOLIDATED REGULATIONS FOR THE GENERAL SHAREHOLDERS' MEETING. | | Management | For | | | |
| | 6. | SHAREHOLDER COMPENSATION. DISTRIBUTION OF DIVIDENDS WITH A CHARGE TO UNRESTRICTED RESERVES. | | Management | For | | | |
| | 7. | DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ISSUE DEBENTURES, BONDS, NOTES AND OTHER FIXED-INCOME SECURITIES, BE THEY SIMPLE, EXCHANGEABLE AND/OR CONVERTIBLE, GRANTING THE BOARD, IN THE LAST CASE, THE POWER TO EXCLUDE THE PRE-EMPTIVE RIGHTS OF SHAREHOLDERS, AS WELL AS THE POWER TO ISSUE PREFERRED SHARES AND THE POWER TO GUARANTEE ISSUANCES BY COMPANIES OF THE GROUP. | | Management | For | | | |
| | 8. | DELEGATION OF POWERS TO FORMALIZE, INTERPRET, CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS' MEETING. | | Management | For | | | |
| | 9. | CONSULTATIVE VOTE ON THE REPORT ON DIRECTOR COMPENSATION POLICY OF TELEFONICA, S.A. | | Management | For | | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 6,500 | 0 | 21-May-2013 | 21-May-2013 |
| | TEMPLETON EMERGING MKTS INCOME FUND |
| | Security | | 880192109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TEI | | | | Meeting Date | 01-Mar-2013 | |
| | ISIN | | US8801921094 | | | | Agenda | 933722705 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | FRANK J. CROTHERS | | | Withheld | Against | | |
| | | | 2 | FRANK A. OLSON | | | Withheld | Against | | |
| | | | 3 | CHARLES B. JOHNSON | | | Withheld | Against | | |
| | | | 4 | GREGORY E. JOHNSON | | | Withheld | Against | | |
| | 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUND FOR THE FISCAL YEAR ENDING AUGUST 31, 2013. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 25,000 | 0 | 14-Jan-2013 | 14-Jan-2013 |
| | TEMPLETON GLOBAL INCOME FUND |
| | Security | | 880198106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | GIM | | | | Meeting Date | 01-Mar-2013 | |
| | ISIN | | US8801981064 | | | | Agenda | 933722933 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | FRANK J. CROTHERS | | | Withheld | Against | | |
| | | | 2 | LARRY D. THOMPSON | | | Withheld | Against | | |
| | | | 3 | CHARLES B. JOHNSON | | | Withheld | Against | | |
| | | | 4 | GREGORY E. JOHNSON | | | Withheld | Against | | |
| | 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FUND FOR THE FISCAL YEAR ENDING AUGUST 31, 2013. | | Management | For | For | | |
| | 3. | IF PROPERLY PRESENTED, A SHAREHOLDER PROPOSAL REQUESTING THE BOARD INSTITUTE TRANSPARENT PROCEDURES TO AVOID HOLDING INVESTMENTS IN COMPANIES THAT, IN MANAGEMENT'S JUDGMENT, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE OR CRIMES AGAINST HUMANITY. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 64,800 | 0 | 14-Jan-2013 | 14-Jan-2013 |
| | TEVA PHARMACEUTICAL INDUSTRIES LIMITED |
| | Security | | 881624209 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TEVA | | | | Meeting Date | 12-Sep-2012 | |
| | ISIN | | US8816242098 | | | | Agenda | 933679447 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO APPROVE THE RESOLUTION OF THE BOARD OF DIRECTORS TO DECLARE AND DISTRIBUTE THE CASH DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2011, PAID IN FOUR INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS 3.40 (APPROXIMATELY US$0.95, ACCORDING TO THE APPLICABLE EXCHANGE RATES PER ORDINARY SHARE (OR ADS). | | Management | For | For | | |
| | 2A. | ELECTION OF DIRECTOR: DR. PHILLIP FROST | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2B. | ELECTION OF DIRECTOR: MR. ROGER ABRAVANEL | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2C. | ELECTION OF DIRECTOR: PROF. RICHARD A. LERNER | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2D. | ELECTION OF DIRECTOR: MS. GALIA MAOR | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2E. | ELECTION OF DIRECTOR: MR. EREZ VIGODMAN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-The Fund believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 3A. | TO APPROVE THE PAYMENT TO EACH OF THE COMPANY'S DIRECTORS, OTHER THAN THE CHAIRMAN AND THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$190,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE) PLUS A PER MEETING FEE OF US$2,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE). SUCH PAYMENTS WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS. | | Management | For | For | | |
| | 3B. | TO APPROVE THE REIMBURSEMENT AND REMUNERATION FOR DR. PHILLIP FROST, CHAIRMAN OF THE BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | For | For | | |
| | 3C. | TO APPROVE PAYMENT TO PROF. MOSHE MANY, FOR HIS SERVICE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS, OF AN ANNUAL FEE IN THE NIS EQUIVALENT OF US$400,000 (ACCORDING TO THE EXCHANGE RATE ON THE DATE OF APPROVAL BY SHAREHOLDERS) PLUS VAT (AS APPLICABLE), FOR SUCH TIME AS PROF. MANY CONTINUES TO SERVE AS VICE CHAIRMAN OF THE BOARD OF DIRECTORS. SUCH PAYMENT WILL BE ADJUSTED BASED ON THE ISRAELI CONSUMER PRICE INDEX SUBSEQUENT TO THE DATE OF APPROVAL BY SHAREHOLDERS. | | Management | For | For | | |
| | 4. | TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION IN THE MANNER DESCRIBED IN THE COMPANY'S PROXY STATEMENT AND AS REFLECTED IN THE AMENDED ARTICLES OF ASSOCIATION ATTACHED THERETO. | | Management | For | For | | |
| | 5. | TO APPROVE INDEMNIFICATION AND RELEASE AGREEMENTS FOR THE DIRECTORS OF THE COMPANY. | | Management | For | For | | |
| | 6. | TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2013 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE ITS COMPENSATION, PROVIDED SUCH COMPENSATION IS ALSO APPROVED BY THE AUDIT COMMITTEE. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Aug-2012 | 28-Aug-2012 |
| | THE BANK OF NOVA SCOTIA |
| | Security | | 064149107 | | | | Meeting Type | Annual |
| | Ticker Symbol | | BNS | | | | Meeting Date | 09-Apr-2013 | |
| | ISIN | | CA0641491075 | | | | Agenda | 933738075 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 01 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | RONALD A. BRENNEMAN | | | For | For | | |
| | | | 2 | C.J. CHEN | | | For | For | | |
| | | | 3 | DAVID A. DODGE | | | For | For | | |
| | | | 4 | N. ASHLEIGH EVERETT | | | For | For | | |
| | | | 5 | JOHN C. KERR | | | For | For | | |
| | | | 6 | JOHN T. MAYBERRY | | | For | For | | |
| | | | 7 | THOMAS C. O'NEILL | | | For | For | | |
| | | | 8 | BRIAN J. PORTER | | | For | For | | |
| | | | 9 | AARON W. REGENT | | | For | For | | |
| | | | 10 | INDIRA V. SAMARASEKERA | | | For | For | | |
| | | | 11 | SUSAN L. SEGAL | | | For | For | | |
| | | | 12 | PAUL D. SOBEY | | | For | For | | |
| | | | 13 | BARBARA S. THOMAS | | | For | For | | |
| | | | 14 | RICHARD E. WAUGH | | | For | For | | |
| | 02 | APPOINTMENT OF KPMG LLP AS AUDITORS. | | Management | For | For | | |
| | 03 | ADVISORY VOTE ON NON-BINDING RESOLUTION ON EXECUTIVE COMPENSATION APPROACH. | | Management | For | For | | |
| | 04 | SHAREHOLDER PROPOSAL 1. | | Shareholder | Against | For | | |
| | 05 | SHAREHOLDER PROPOSAL 2. | | Shareholder | Against | For | | |
| | 06 | SHAREHOLDER PROPOSAL 3. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 1,300 | 0 | 18-Mar-2013 | 18-Mar-2013 |
| | THE HERSHEY COMPANY |
| | Security | | 427866108 | | | | Meeting Type | Annual |
| | Ticker Symbol | | HSY | | | | Meeting Date | 30-Apr-2013 | |
| | ISIN | | US4278661081 | | | | Agenda | 933746236 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | P.M. ARWAY | | | For | For | | |
| | | | 2 | J.P. BILBREY | | | For | For | | |
| | | | 3 | R.F. CAVANAUGH | | | For | For | | |
| | | | 4 | C.A. DAVIS | | | For | For | | |
| | | | 5 | R.M. MALCOLM | | | For | For | | |
| | | | 6 | J.M. MEAD | | | For | For | | |
| | | | 7 | J.E. NEVELS | | | For | For | | |
| | | | 8 | A.J. PALMER | | | For | For | | |
| | | | 9 | T.J. RIDGE | | | For | For | | |
| | | | 10 | D.L. SHEDLARZ | | | For | For | | |
| | 2. | RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2013. | | Management | For | For | | |
| | 3. | APPROVE, ON A NON-BINDING ADVISORY BASIS, A RESOLUTION APPROVING EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,000 | 0 | 28-Mar-2013 | 28-Mar-2013 |
| | THE J. M. SMUCKER COMPANY |
| | Security | | 832696405 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SJM | | | | Meeting Date | 15-Aug-2012 | |
| | ISIN | | US8326964058 | | | | Agenda | 933665436 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: PAUL J. DOLAN | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: NANCY LOPEZ KNIGHT | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: GARY A. OATEY | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: ALEX SHUMATE | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: TIMOTHY P. SMUCKER | | Management | For | For | | |
| | 2. | RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR. | | Management | For | For | | |
| | 3. | ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. BOARD RECOMMENDS YOU VOTE "AGAINST" PROPOSALS 4 & 5 | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL URGING DIRECTORS TO ACT TO REPEAL THE CLASSIFIED BOARD OF DIRECTORS. | | Shareholder | Against | For | | |
| | 5. | SHAREHOLDER PROPOSAL REQUESTING AN EXPANDED GREEN COFFEE SUSTAINABILITY PLAN. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 12-Jul-2012 | 12-Jul-2012 |
| | THE MOSAIC COMPANY |
| | Security | | 61945C103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | MOS | | | | Meeting Date | 04-Oct-2012 | |
| | ISIN | | US61945C1036 | | | | Agenda | 933680173 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: PHYLLIS E. COCHRAN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1B. | ELECTION OF DIRECTOR: GREGORY L. EBEL | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1C. | ELECTION OF DIRECTOR: ROBERT L. LUMPKINS | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 1D. | ELECTION OF DIRECTOR: WILLIAM T. MONAHAN | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 2. | RATIFICATION OF ELECTION OF ONE DIRECTOR, HAROLD H. MACKAY. | | Management | Against | Against | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | 3. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT OUR FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDING MAY 31, 2013 AND THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING AS OF MAY 31, 2013. | | Management | For | For | | |
| | 4. | A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY-ON- PAY"). | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 4,000 | 0 | 16-Sep-2012 | 16-Sep-2012 |
| | THE PEP BOYS - MANNY, MOE & JACK |
| | Security | | 713278109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PBY | | | | Meeting Date | 12-Sep-2012 | |
| | ISIN | | US7132781094 | | | | Agenda | 933671376 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: JANE SCACCETTI | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JOHN T. SWEETWOOD | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: M. SHAN ATKINS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: ROBERT H. HOTZ | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JAMES A. MITAROTONDA | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: NICK WHITE | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: MICHAEL R. ODELL | | Management | For | For | | |
| | 2. | AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | 4. | A SHAREHOLDER PROPOSAL REGARDING REQUIRING OUR EXECUTIVE OFFICERS TO RETAIN PEP BOYS STOCK FOLLOWING THE TERMINATION OF THEIR EMPLOYMENT, IF PRESENTED BY ITS PROPONENT. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 30,000 | 0 | 06-Aug-2012 | 06-Aug-2012 |
| | THE PEP BOYS - MANNY, MOE & JACK |
| | Security | | 713278109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PBY | | | | Meeting Date | 12-Jun-2013 | |
| | ISIN | | US7132781094 | | | | Agenda | 933805674 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: JANE SCACCETTI | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JOHN T. SWEETWOOD | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: M. SHAN ATKINS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: ROBERT H. HOTZ | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JAMES A. MITAROTONDA | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: NICK WHITE | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: MICHAEL R. ODELL | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: ROBERT ROSENBLATT | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: ANDREA M. WEISS | | Management | For | For | | |
| | 2. | AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 3. | THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 15,000 | 0 | 07-May-2013 | 07-May-2013 |
| | THE PROCTER & GAMBLE COMPANY |
| | Security | | 742718109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | PG | | | | Meeting Date | 09-Oct-2012 | |
| | ISIN | | US7427181091 | | | | Agenda | 933681062 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: ANGELA F. BRALY | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: KENNETH I. CHENAULT | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: SCOTT D. COOK | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: SUSAN DESMOND- HELLMANN | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: ROBERT A. MCDONALD | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: MARGARET C. WHITMAN | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: PATRICIA A. WOERTZ | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: ERNESTO ZEDILLO | | Management | For | For | | |
| | 2. | RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | Management | For | For | | |
| | 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE SAY ON PAY VOTE) | | Management | For | For | | |
| | 4. | SHAREHOLDER PROPOSAL #1 - SAY ON POLITICAL CONTRIBUTION (PAGE 67 OF PROXY STATEMENT) | | Shareholder | Against | For | | |
| | 5. | SHAREHOLDER PROPOSAL #2 - PRODUCER RESPONSIBILITY FOR PACKAGING (PAGE 70 OF PROXY STATEMENT) | | Shareholder | Against | For | | |
| | 6. | SHAREHOLDER PROPOSAL #3 - ADOPT SIMPLE MAJORITY VOTE (PAGE 72 OF PROXY STATEMENT) | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 5,000 | 0 | 16-Sep-2012 | 16-Sep-2012 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 16-Sep-2012 | 16-Sep-2012 |
| | THE SOUTHERN COMPANY |
| | Security | | 842587107 | | | | Meeting Type | Annual |
| | Ticker Symbol | | SO | | | | Meeting Date | 22-May-2013 | |
| | ISIN | | US8425871071 | | | | Agenda | 933789490 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: J.P. BARANCO | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: J.A. BOSCIA | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: H.A. CLARK III | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: T.A. FANNING | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: D.J. GRAIN | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: H.W. HABERMEYER, JR. | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: V.M. HAGEN | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: W.A. HOOD, JR. | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: D.M. JAMES | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: D.E. KLEIN | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: W.G. SMITH, JR. | | Management | For | For | | |
| | 1L. | ELECTION OF DIRECTOR: S.R. SPECKER | | Management | For | For | | |
| | 1M. | ELECTION OF DIRECTOR: E.J. WOOD III | | Management | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013 | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS' COMPENSATION | | Management | For | For | | |
| | 4. | RATIFICATION OF BY-LAW AMENDMENT | | Management | For | For | | |
| | 5. | AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE TWO- THIRDS SUPERMAJORITY REQUIREMENTS IN ARTICLE ELEVENTH TO A MAJORITY VOTE | | Management | For | For | | |
| | 6. | AMENDMENT TO COMPANY'S CERTIFICATE OF INCORPORATION TO REDUCE 75% SUPERMAJORITY REQUIREMENTS IN ARTICLE THIRTEENTH TO A TWO-THIRDS VOTE | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 14,500 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 3,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | THE TRAVELERS COMPANIES, INC. |
| | Security | | 89417E109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TRV | | | | Meeting Date | 22-May-2013 | |
| | ISIN | | US89417E1091 | | | | Agenda | 933777887 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: ALAN L. BELLER | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: JOHN H. DASBURG | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: JANET M. DOLAN | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JAY S. FISHMAN | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: PATRICIA L. HIGGINS | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: THOMAS R. HODGSON | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: WILLIAM J. KANE | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH JR. | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: DONALD J. SHEPARD | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: LAURIE J. THOMSEN | | Management | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS TRAVELERS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | AMENDMENT TO ARTICLES OF INCORPORATION TO PROVIDE ADDITIONAL AUTHORITY TO ISSUE PREFERRED STOCK. | | Management | For | For | | |
| | 5. | SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS AND EXPENDITURES, IF PRESENTED AT THE ANNUAL MEETING OF SHAREHOLDERS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | THL CREDIT, INC. |
| | Security | | 872438106 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TCRD | | | | Meeting Date | 10-Jun-2013 | |
| | ISIN | | US8724381061 | | | | Agenda | 933815865 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | 1 | DAVID K. DOWNES | | | For | For | | |
| | | | 2 | NANCY HAWTHORNE | | | For | For | | |
| | | | 3 | KEITH W. HUGHES | | | For | For | | |
| | | | 4 | JAMES K. HUNT | | | For | For | | |
| | | | 5 | JOHN A. SOMMERS | | | For | For | | |
| | | | 6 | DAVID P. SOUTHWELL | | | For | For | | |
| | 2. | APPROVAL OF A PROPOSAL TO AUTHORIZE THE COMPANY TO SELL OR OTHERWISE ISSUE UP TO 25% OF THE COMPANY'S OUTSTANDING COMMON STOCK AT A PRICE BELOW THE COMPANY'S THEN CURRENT NAV. | | Management | For | For | | |
| | 3. | APPROVAL OF A PROPOSAL TO AUTHORIZE THE COMPANY TO OFFER AND ISSUE DEBT WITH WARRANTS OR DEBT CONVERTIBLE INTO SHARES OF ITS COMMON STOCK AT AN EXERCISE OR CONVERSION PRICE THAT, AT THE TIME SUCH WARRANTS OR CONVERTIBLE DEBT ARE ISSUED, WILL NOT BE LESS THAN THE MARKET VALUE PER SHARES BUT MAY BE BELOW THE COMPANY'S THEN CURRENT NAV. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 10,000 | 0 | 07-May-2013 | 07-May-2013 |
| | TRANSOCEAN, LTD. |
| | Security | | H8817H100 | | | | Meeting Type | Contested-Annual |
| | Ticker Symbol | | RIG | | | | Meeting Date | 17-May-2013 | |
| | ISIN | | CH0048265513 | | | | Agenda | 933786735 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | For | For | | |
| | 2 | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | For | For | | |
| | 3A | APPROVAL OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | For | For | | |
| | 3B1 | COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | For | For | | |
| | 3B2 | ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | Abstain | | | |
| | 4 | READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Management | For | For | | |
| | 5 | REPEAL OF STAGGERED BOARD. | | Management | For | | | |
| | 6A | ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6B | ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6C | ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6D | ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6E | ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6F | ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | Against | For | | |
| | 6G | ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | Against | For | | |
| | 6H | ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | Against | For | | |
| | 7 | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | For | For | | |
| | 8 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 07-May-2013 | 07-May-2013 |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 07-May-2013 | 07-May-2013 |
| | TRANSOCEAN, LTD. |
| | Security | | H8817H100 | | | | Meeting Type | Contested-Annual |
| | Ticker Symbol | | RIG | | | | Meeting Date | 17-May-2013 | |
| | ISIN | | CH0048265513 | | | | Agenda | 933816881 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | APPROVAL OF THE 2012 ANNUAL REPORT, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENT OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2012. | | Management | For | For | | |
| | 2 | APPROPRIATION OF THE AVAILABLE EARNINGS FOR FISCAL YEAR 2012. | | Management | For | For | | |
| | 3A | APPROVAL OF THE COMPANY'S PAYMENT OF A DIVIDEND IN PRINCIPLE. | | Management | For | For | | |
| | 3B1 | COMPANY DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 2.24 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | For | For | | |
| | 3B2 | ICAHN GROUP DISTRIBUTION PROPOSAL, IN AN AMOUNT OF USD 4.00 PER SHARE. MARK EITHER 3B1 OR 3B2 BUT NOT BOTH (IF YOU VOTE FOR BOTH 3B1 AND 3B2 YOUR VOTE WILL BE INVALID AND WILL NOT BE COUNTED). | | Management | Abstain | | | |
| | 4 | READOPTION OF AUTHORIZED SHARE CAPITAL, ALLOWING THE BOARD OF DIRECTORS TO ISSUE UP TO A MAXIMUM OF 74,728,750 SHARES OF THE COMPANY. | | Management | For | For | | |
| | 5 | REPEAL OF STAGGERED BOARD. | | Management | Abstain | | | |
| | 6A | ELECTION OF COMPANY NOMINEE: FREDERICO F. CURADO COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6B | ELECTION OF COMPANY NOMINEE: STEVEN L. NEWMAN COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6C | ELECTION OF COMPANY NOMINEE: THOMAS W. CASON COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6D | ELECTION OF COMPANY NOMINEE: ROBERT M. SPRAGUE COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6E | ELECTION OF COMPANY NOMINEE: J. MICHAEL TALBERT COMPANY MANAGEMENT RECOMMENDS A VOTE "FOR" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Management | For | For | | |
| | 6F | ELECTION OF ICAHN GROUP NOMINEE: JOHN J. LIPINSKI COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | Against | For | | |
| | 6G | ELECTION OF ICAHN GROUP NOMINEE: JOSE MARIA ALAPONT COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | Against | For | | |
| | 6H | ELECTION OF ICAHN GROUP NOMINEE: SAMUEL MERKSAMER COMPANY MANAGEMENT RECOMMENDS A VOTE "AGAINST" THIS NOMINEE; PLEASE NOTE: YOU CAN ONLY VOTE "FOR" ON 5 OF THE 8 NOMINEES LISTED IN PROPOSALS 6A - 6H. (IF YOU VOTE FOR MORE THAN FIVE NOMINEES, ALL OF YOUR VOTES ON PROPOSAL 6 WILL BE INVALID AND WILL NOT BE COUNTED; YOU MAY ALSO VOTE AGAINST OR ABSTAIN FROM VOTING FOR ANY OF THE REMAINING THREE CANDIDATES) | | Shareholder | Against | For | | |
| | 7 | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A FURTHER ONE- YEAR TERM. | | Management | For | For | | |
| | 8 | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 07-May-2013 | 07-May-2013 |
| | TWO HARBORS INVESTMENT CORP. |
| | Security | | 90187B101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | TWO | | | | Meeting Date | 21-May-2013 | |
| | ISIN | | US90187B1017 | | | | Agenda | 933772661 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1 | DIRECTOR | | Management | | | | | | | |
| | | | 1 | JAMES J. BENDER | | | For | For | | |
| | | | 2 | MARK D. EIN | | | For | For | | |
| | | | 3 | WILLIAM W. JOHNSON | | | For | For | | |
| | | | 4 | STEPHEN G. KASNET | | | For | For | | |
| | | | 5 | W. REID SANDERS | | | For | For | | |
| | | | 6 | THOMAS SIERING | | | For | For | | |
| | | | 7 | BRIAN C. TAYLOR | | | For | For | | |
| | | | 8 | HOPE B. WOODHOUSE | | | For | For | | |
| | 2 | APPROVAL OF THE TWO HARBORS RESTATED 2009 EQUITY INCENTIVE PLAN. | | Management | For | For | | |
| | 3 | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 4 | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 50,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | US ECOLOGY, INC. |
| | Security | | 91732J102 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ECOL | | | | Meeting Date | 30-May-2013 | |
| | ISIN | | US91732J1025 | | | | Agenda | 933786608 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1.1 | ELECTION OF DIRECTOR: VICTOR J. BARNHART | | Management | For | For | | |
| | 1.2 | ELECTION OF DIRECTOR: JOE F. COLVIN | | Management | For | For | | |
| | 1.3 | ELECTION OF DIRECTOR: DANIEL FOX | | Management | For | For | | |
| | 1.4 | ELECTION OF DIRECTOR: JEFFREY S. MERRIFIELD | | Management | For | For | | |
| | 1.5 | ELECTION OF DIRECTOR: STEPHEN A. ROMANO | | Management | For | For | | |
| | 2. | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR ENDING DECEMBER 31, 2013. | | Management | For | For | | |
| | 3. | TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 6,000 | 0 | 07-May-2013 | 07-May-2013 |
| | VARIAN MEDICAL SYSTEMS, INC. |
| | Security | | 92220P105 | | | | Meeting Type | Annual |
| | Ticker Symbol | | VAR | | | | Meeting Date | 14-Feb-2013 | |
| | ISIN | | US92220P1057 | | | | Agenda | 933721830 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | R. ANDREW ECKERT | | | Withheld | Against | | |
| | | | 2 | MARK R. LARET | | | Withheld | Against | | |
| | | | 3 | ERICH R. REINHARDT | | | Withheld | Against | | |
| | 2. | TO APPROVE THE COMPENSATION OF THE VARIAN MEDICAL SYSTEMS, INC. NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT | | Management | For | For | | |
| | 3. | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS VARIAN MEDICAL SYSTEMS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013 | | Management | For | For | | |
| | 4. | TO VOTE ON, IF PROPERLY PRESENTED AT THE ANNUAL MEETING, A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD OF DIRECTORS TAKE ACTION TO DECLASSIFY THE BOARD | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 1,500 | 0 | 14-Jan-2013 | 14-Jan-2013 |
| | VENTAS, INC. |
| | Security | | 92276F100 | | | | Meeting Type | Annual |
| | Ticker Symbol | | VTR | | | | Meeting Date | 16-May-2013 | |
| | ISIN | | US92276F1003 | | | | Agenda | 933768496 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: DEBRA A. CAFARO | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: DOUGLAS CROCKER II | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: RONALD G. GEARY | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: JAY M. GELLERT | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: RICHARD I. GILCHRIST | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: MATTHEW J. LUSTIG | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: DOUGLAS M. PASQUALE | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: ROBERT D. REED | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: SHELI Z. ROSENBERG | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: GLENN J. RUFRANO | | Management | For | For | | |
| | 1K. | ELECTION OF DIRECTOR: JAMES D. SHELTON | | Management | For | For | | |
| | 2. | RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013. | | Management | For | For | | |
| | 3. | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | STOCKHOLDER PROPOSAL REGARDING AN EQUITY RETENTION POLICY. | | Shareholder | Against | For | | |
| | 5. | STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN. | | Shareholder | Against | For | | |
| | 6. | STOCKHOLDER PROPOSAL REGARDING ACCELERATION OF EQUITY AWARD VESTING. | | Shareholder | Against | For | | |
| | 7. | STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UP PAYMENTS. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698968 | | DIVIDEND PORTFOLIO | 2698968 | NORTHERN TRUST COMPANY | 2,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | VODAFONE GROUP PLC |
| | Security | | 92857W209 | | | | Meeting Type | Annual |
| | Ticker Symbol | | VOD | | | | Meeting Date | 23-Jul-2013 | |
| | ISIN | | US92857W2098 | | | | Agenda | 933848179 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 MARCH 2013 | | Management | For | For | | |
| | 2. | TO RE-ELECT GERARD KLEISTERLEE AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE) | | Management | For | For | | |
| | 3. | TO RE-ELECT VITTORIO COLAO AS A DIRECTOR | | Management | For | For | | |
| | 4. | TO RE-ELECT ANDY HALFORD AS A DIRECTOR | | Management | For | For | | |
| | 5. | TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR | | Management | For | For | | |
| | 6. | TO RE-ELECT RENEE JAMES AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE) | | Management | For | For | | |
| | 7. | TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE) | | Management | For | For | | |
| | 8. | TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER OF THE REMUNERATION COMMITTEE) | | Management | For | For | | |
| | 9. | TO ELECT OMID KORDESTANI AS A DIRECTOR | | Management | For | For | | |
| | 10. | TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE) | | Management | For | For | | |
| | 11. | TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE) | | Management | For | For | | |
| | 12. | TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE AND MEMBER OF THE REMUNERATION COMMITTEE) | | Management | For | For | | |
| | 13. | TO RE-ELECT ANTHONY WATSON AS A DIRECTOR (MEMBER OF THE AUDIT AND RISK COMMITTEE AND MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE) | | Management | For | For | | |
| | 14. | TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE NOMINATIONS AND GOVERNANCE COMMITTEE AND MEMBER OF THE REMUNERATION COMMITTEE) | | Management | For | For | | |
| | 15. | TO APPROVE A FINAL DIVIDEND OF 6.92 PENCE PER ORDINARY SHARE | | Management | For | For | | |
| | 16. | TO APPROVE THE REMUNERATION REPORT OF THE BOARD FOR THE YEAR ENDED 31 MARCH 2013 | | Management | For | For | | |
| | 17. | TO RE-APPOINT DELOITTE LLP AS AUDITOR | | Management | For | For | | |
| | 18. | TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR | | Management | For | For | | |
| | 19. | TO AUTHORISE THE DIRECTORS TO ALLOT SHARES | | Management | For | For | | |
| | S20 | TO AUTHORISE THE DIRECTORS TO DIS- APPLY PRE-EMPTION RIGHTS | | Management | For | For | | |
| | S21 | TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES (SECTION 701, COMPANIES ACT 2006) | | Management | For | For | | |
| | 22. | TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE | | Management | For | For | | |
| | S23 | TO AUTHORISE THE CALLING OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS' NOTICE | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 20,000 | 0 | 17-Jun-2013 | 17-Jun-2013 |
| | WASTE MANAGEMENT, INC. |
| | Security | | 94106L109 | | | | Meeting Type | Annual |
| | Ticker Symbol | | WM | | | | Meeting Date | 10-May-2013 | |
| | ISIN | | US94106L1098 | | | | Agenda | 933750209 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: BRADBURY H. ANDERSON | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: FRANK M. CLARK, JR. | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: PATRICK W. GROSS | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: VICTORIA M. HOLT | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: JOHN C. POPE | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: W. ROBERT REUM | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: DAVID P. STEINER | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER | | Management | For | For | | |
| | 2. | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | APPROVAL OF OUR EXECUTIVE COMPENSATION. | | Management | For | For | | |
| | 4. | STOCKHOLDER PROPOSAL REGARDING A REQUIREMENT FOR SENIOR EXECUTIVES TO HOLD A SIGNIFICANT PERCENTAGE OF EQUITY AWARDS UNTIL RETIREMENT, IF PROPERLY PRESENTED AT THE MEETING. | | Shareholder | Against | For | | |
| | 5. | STOCKHOLDER PROPOSAL REGARDING DISCLOSURE OF POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING. | | Shareholder | Against | For | | |
| | 6. | STOCKHOLDER PROPOSAL REGARDING COMPENSATION BENCHMARKING CAP, IF PROPERLY PRESENTED AT THE MEETING. | | Shareholder | Against | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698976 | | BMC #4 | 2698976 | NORTHERN TRUST COMPANY | 500 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | WESTERN ASSET EMERGING MKTS DEBT FD INC. |
| | Security | | 95766A101 | | | | Meeting Type | Annual |
| | Ticker Symbol | | ESD | | | | Meeting Date | 26-Apr-2013 | |
| | ISIN | | US95766A1016 | | | | Agenda | 933769234 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1. | DIRECTOR | | Management | | | | | | | |
| | | | Vote Is Contrary To Policy |
| | | | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. |
| | | | 1 | LESLIE H. GELB* | | | Withheld | Against | | |
| | | | 2 | R. JAY GERKEN* | | | Withheld | Against | | |
| | | | 3 | WILLIAM R. HUTCHINSON* | | | Withheld | Against | | |
| | | | 4 | EILEEN A. KAMERICK# | | | Withheld | Against | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698969 | | BMC-FIX | 2698969 | NORTHERN TRUST COMPANY | 15,000 | 0 | 15-Apr-2013 | 15-Apr-2013 |
| | XEROX CORPORATION |
| | Security | | 984121103 | | | | Meeting Type | Annual |
| | Ticker Symbol | | XRX | | | | Meeting Date | 21-May-2013 | |
| | ISIN | | US9841211033 | | | | Agenda | 933779487 - Management |
| | | | | | | | | | | | | | | | | | | | |
| | Item | Proposal | | Type | Vote | For/Against Management | | |
| | 1A. | ELECTION OF DIRECTOR: GLENN A. BRITT | | Management | For | For | | |
| | 1B. | ELECTION OF DIRECTOR: URSULA M. BURNS | | Management | For | For | | |
| | 1C. | ELECTION OF DIRECTOR: RICHARD J. HARRINGTON | | Management | For | For | | |
| | 1D. | ELECTION OF DIRECTOR: WILLIAM CURT HUNTER | | Management | For | For | | |
| | 1E. | ELECTION OF DIRECTOR: ROBERT J. KEEGAN | | Management | For | For | | |
| | 1F. | ELECTION OF DIRECTOR: ROBERT A. MCDONALD | | Management | For | For | | |
| | 1G. | ELECTION OF DIRECTOR: CHARLES PRINCE | | Management | For | For | | |
| | 1H. | ELECTION OF DIRECTOR: ANN N. REESE | | Management | For | For | | |
| | 1I. | ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER | | Management | For | For | | |
| | 1J. | ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER | | Management | For | For | | |
| | 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. | | Management | For | For | | |
| | 3. | APPROVAL, ON AN ADVISORY BASIS, OF THE 2012 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | | Management | For | For | | |
| | 4. | APPROVAL OF THE 2013 AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2004 EQUITY COMPENSATION PLAN FOR NON- EMPLOYEE DIRECTORS. | | Management | For | For | | |
| | Account Number | | | Account Name | Internal Account | Custodian | Ballot Shares | Unavailable Shares | Vote Date | Date Confirmed |
| | 2698975 | | BMC #3 | 2698975 | NORTHERN TRUST COMPANY | 74,100 | 0 | 15-Apr-2013 | 15-Apr-2013 |
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.
BMC FUND, INC.
Paul H. Broyhill, Chief Executive Officer
