FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                    REGISTERED MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-09439

                     Prudential Investment Portfolios 5

               (Exact name of registrant as specified in charter)


     100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102

               (Address of principal executive offices) (Zip Code)


                             Jonathan D. Shain, Esq.
     100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102

                     (Name and address of agent for service)


        Registrant's telephone number, including area code: 973-802-6469

                        Date of fiscal year-end: July 31

                     Date of reporting period: June 30, 2012




Item 1. Proxy Voting Record

In determining votes against management, any ballot that management did not
make a recommendation is considered to be "FOR" regardless of the vote cast.
Any "Abstain" vote cast is considered as voted, and to be against the
management recommendation.




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

ICA File Number: 811-09439
Reporting Period: 07/01/2011 - 06/30/2012
Prudential Investment Portfolios 5









========= Prudential Jennison Conservative Growth Fund - Sub-Adviser:  =========
=========                           Jennison                           =========


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Alpern                     For       For          Management
1.2   Elect Roxanne Austin                    For       For          Management
1.3   Elect Sally Blount                      For       For          Management
1.4   Elect W. James Farrell                  For       For          Management
1.5   Elect Edward Liddy                      For       For          Management
1.6   Elect Nancy McKinstry                   For       For          Management
1.7   Elect Phebe Novakovic                   For       For          Management
1.8   Elect William Osborn                    For       For          Management
1.9   Elect Samuel Scott III                  For       For          Management
1.10  Elect Glenn Tilton                      For       For          Management
1.11  Elect Miles White                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair
7     Shareholder Proposal Regarding Tax      Against   Against      Shareholder
      Gross-Up Payments
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares Until Retirement
9     Shareholder Proposal Regarding          Against   For          Shareholder
      Excluding Excluding Compliance Costs
      for the Purposes of Executive
      Compensation
10    Shareholder Proposal Regarding          Against   Against      Shareholder
      Compensation in the Event of a Change
      of Control


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect David Pyott                       For       For          Management
2     Elect Herbert Boyer                     For       For          Management
3     Elect Deborah Dunsire                   For       For          Management
4     Elect Michael Gallagher                 For       For          Management
5     Elect Dawn Hudson                       For       For          Management
6     Elect Robert Ingram                     For       For          Management
7     Elect Trevor Jones                      For       For          Management
8     Elect Louis Lavigne, Jr.                For       For          Management
9     Elect Russell Ray                       For       For          Management
10    Elect Stephen Ryan                      For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Regarding Right to Call a Special
      Meeting


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Jeffrey Bezos                     For       For          Management
2     Elect Tom Alberg                        For       For          Management
3     Elect John Seely Brown                  For       For          Management
4     Elect William Gordon                    For       For          Management
5     Elect Jamie Gorelick                    For       For          Management
6     Elect Blake Krikorian                   For       For          Management
7     Elect Alain Monie                       For       For          Management
8     Elect Jonathan Rubinstein               For       For          Management
9     Elect Thomas Ryder                      For       For          Management
10    Elect Patricia Stonesifer               For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Amendment to the 1997 Stock Incentive   For       Against      Management
      Plan
13    Shareholder Proposal Regarding Report   Against   Against      Shareholder
      on Climate Change
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report


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AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Charlene Barshefsky               For       For          Management
1.2   Elect Ursula Burns                      For       For          Management
1.3   Elect Kenneth Chenault                  For       For          Management
1.4   Elect Peter Chernin                     For       For          Management
1.5   Elect Theodore Leonsis                  For       For          Management
1.6   Elect Jan Leschly                       For       For          Management
1.7   Elect Richard Levin                     For       For          Management
1.8   Elect Richard McGinn                    For       For          Management
1.9   Elect Edward Miller                     For       For          Management
1.10  Elect Steven Reinemund                  For       For          Management
1.11  Elect Robert Walter                     For       For          Management
1.12  Elect Ronald Williams                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Amendment to the 2007 Incentive         For       For          Management
      Compensation Plan
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair


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AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: NOV 29, 2011   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reorganization                          For       For          Management
2     Right to Adjourn Meeting                For       For          Management


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Raymond Dolan                     For       For          Management
2     Elect Ronald Dykes                      For       For          Management
3     Elect Carolyn Katz                      For       For          Management
4     Elect Gustavo Lara Cantu                For       For          Management
5     Elect JoAnn Reed                        For       For          Management
6     Elect Pamela Reeve                      For       For          Management
7     Elect David Sharbutt                    For       For          Management
8     Elect James Taiclet, Jr.                For       For          Management
9     Elect Samme Thompson                    For       For          Management
10    Ratification of Auditor                 For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Scott Josey                       For       For          Management
2     Elect George Lawrence                   For       For          Management
3     Elect Rodman Patton                     For       For          Management
4     Elect Charles Pitman                    For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     Shareholder Proposal Regarding          Against   For          Shareholder
      Declassification of the Board


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APPLE INC

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William Campbell                  For       For          Management
1.2   Elect Timothy Cook                      For       For          Management
1.3   Elect Millard Drexler                   For       For          Management
1.4   Elect Albert Gore, Jr.                  For       For          Management
1.5   Elect Robert Iger                       For       For          Management
1.6   Elect Andrea Jung                       For       For          Management
1.7   Elect Arthur Levinson                   For       For          Management
1.8   Elect Ronald Sugar                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding          Against   Against      Shareholder
      Conflict of Interest Report
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Director Compensation
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
7     Shareholder Proposal Regarding          Against   Against      Shareholder
      Majority Vote for Election of Directors


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APPLIED MATERIALS INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Aart de Geus                      For       For          Management
2     Elect Stephen Forrest                   For       For          Management
3     Elect Thomas Iannotti                   For       For          Management
4     Elect Susan James                       For       For          Management
5     Elect Alexander Karsner                 For       For          Management
6     Elect Gerhard Parker                    For       For          Management
7     Elect Dennis Powell                     For       For          Management
8     Elect Willem Roelandts                  For       For          Management
9     Elect James Rogers                      For       For          Management
10    Elect Michael Splinter                  For       For          Management
11    Elect Robert Swan                       For       For          Management
12    Amendment to the Employee Stock         For       Against      Management
      Incentive Plan
13    Amendment to the Senior Executive       For       For          Management
      Bonus Plan
14    Advisory Vote on Executive Compensation For       For          Management
15    Ratification of Auditor                 For       For          Management


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ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  042068106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accounts and Reports                    For       For          Management
2     Allocation of Profits/Dividends         For       For          Management
3     Directors' Remuneration Report          For       For          Management
4     Elect Sir John Buchanan                 For       For          Management
5     Elect Warren East                       For       For          Management
6     Elect Andy Green                        For       For          Management
7     Elect Larry Hirst                       For       For          Management
8     Elect Mike Inglis                       For       For          Management
9     Elect Mike Muller                       For       For          Management
10    Elect Kathleen O'Donovan                For       For          Management
11    Elect Janice Roberts                    For       For          Management
12    Elect Philip Rowley                     For       For          Management
13    Elect Tim Score                         For       For          Management
14    Elect Simon Segars                      For       For          Management
15    Elect Young Sohn                        For       For          Management
16    Appointment of Auditor                  For       For          Management
17    Authority to Set Auditor's Fees         For       For          Management
18    Authority to Issue Shares w/            For       For          Management
      Preemptive Rights
19    Authority to Issue Shares w/o           For       For          Management
      Preemptive Rights
20    Authority to Repurchase Shares          For       For          Management
21    Authority to Set General Meeting        For       Against      Management
      Notice Period at 14 Days


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AVAGO TECHNOLOGIES LIMITED

Ticker:       AVGO           Security ID:  Y0486S104
Meeting Date: APR 04, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Hock Tan                          For       For          Management
2     Elect Adam Clammer                      For       For          Management
3     Elect John Dickson                      For       For          Management
4     Elect James Diller                      For       For          Management
5     Elect Kenneth Hao                       For       For          Management
6     Elect John Hsuan                        For       For          Management
7     Elect Justine Lien                      For       For          Management
8     Elect Donald Macleod                    For       For          Management
9     Appointment of Auditor and Authority    For       For          Management
      to Set Fees
10    Directors' Fees                         For       For          Management
11    Authority to Issue Shares Without       For       For          Management
      Preemptive Rights
12    Authority to Repurchase Shares          For       For          Management


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BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Larry Brady                       For       For          Management
1.2   Elect Clarence Cazalot, Jr.             For       For          Management
1.3   Elect Martin Craighead                  For       For          Management
1.4   Elect Chad Deaton                       For       For          Management
1.5   Elect Anthony Fernandes                 For       For          Management
1.6   Elect Claire Gargalli                   For       For          Management
1.7   Elect Pierre Jungels                    For       For          Management
1.8   Elect James Lash                        For       For          Management
1.9   Elect J. Larry Nichols                  For       For          Management
1.10  Elect H. John Riley, Jr.                For       For          Management
1.11  Elect James Stewart                     For       For          Management
1.12  Elect Charles Watson                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding          Against   For          Shareholder
      Majority Vote for Election of Directors


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect William Demchak                   For       For          Management
2     Elect Laurence Fink                     For       For          Management
3     Elect Robert Kapito                     For       For          Management
4     Elect Thomas O'Brien                    For       For          Management
5     Elect Ivan Seidenberg                   For       For          Management
6     Amendment to Certificate of             For       For          Management
      Incorporation to Declassify Board
7     Advisory Vote on Executive Compensation For       For          Management
8     Ratification of Auditor                 For       For          Management


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BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Lamberto  Andreotti               For       For          Management
2     Elect Lewis Campbell                    For       For          Management
3     Elect James Cornelius                   For       For          Management
4     Elect Louis Freeh                       For       For          Management
5     Elect Laurie Glimcher                   For       For          Management
6     Elect Michael Grobstein                 For       For          Management
7     Elect Alan Lacy                         For       For          Management
8     Elect Vicki Sato                        For       For          Management
9     Elect Elliott Sigal                     For       For          Management
10    Elect Gerald Storch                     For       For          Management
11    Elect Togo West, Jr.                    For       For          Management
12    Elect R. Sanders Williams               For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    2012 Stock Award and Incentive Plan     For       For          Management
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
17    Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare
18    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent


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BUNGE LIMITED

Ticker:       BG             Security ID:  G16962105
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Francis Coppinger                 For       For          Management
2     Elect Alberto Weisser                   For       For          Management
3     Ratification of Auditor                 For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Hugin                      For       For          Management
1.2   Elect Richard Barker D. Phil            For       For          Management
1.3   Elect Michael Casey                     For       For          Management
1.4   Elect Carrie Cox                        For       For          Management
1.5   Elect Rodman Drake                      For       For          Management
1.6   Elect Michael Friedman                  For       For          Management
1.7   Elect Gilla Kaplan                      For       For          Management
1.8   Elect James Loughlin                    For       For          Management
1.9   Elect Ernest Mario                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2008 Stock Incentive   For       Against      Management
      Plan
4     Advisory Vote on Executive Compensation For       For          Management
5     Shareholder Proposal Regarding Right    Against   Against      Shareholder
      to Call a Special Meeting


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Linnet Deily                      For       For          Management
2     Elect Robert Denham                     For       For          Management
3     Elect Chuck Hagel                       For       For          Management
4     Elect Enrique Hernandez, Jr.            For       For          Management
5     Elect George Kirkland                   For       For          Management
6     Elect Charles Moorman, IV               For       For          Management
7     Elect Kevin Sharer                      For       For          Management
8     Elect John Stumpf                       For       For          Management
9     Elect Ronald Sugar                      For       For          Management
10    Elect Carl Ware                         For       For          Management
11    Elect John Watson                       For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Shareholder Proposal Regarding          Against   For          Shareholder
      Exclusive Forum Provisions
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
17    Shareholder Proposal Regarding Country  Against   Against      Shareholder
      Selection Guidelines
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Hydraulic Fracturing
19    Shareholder Proposal Regarding Safety   Against   Against      Shareholder
      Report
20    Shareholder Proposal Regarding Right    Against   Against      Shareholder
      to Call a Special Meeting
21    Shareholder Proposal Regarding          Against   Against      Shareholder
      Environmental Expertise on Board


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kenneth Bacon                     For       For          Management
1.2   Elect Sheldon Bonovitz                  For       For          Management
1.3   Elect Joseph Collins                    For       For          Management
1.4   Elect J. Michael Cook                   For       For          Management
1.5   Elect Gerald Hassell                    For       For          Management
1.6   Elect Jeffrey Honickman                 For       For          Management
1.7   Elect Eduardo  Mestre                   For       For          Management
1.8   Elect Brian Roberts                     For       For          Management
1.9   Elect Ralph Roberts                     For       For          Management
1.10  Elect Johnathan Rodgers                 For       For          Management
1.11  Elect Judith Rodin                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2002 Employee Stock    For       For          Management
      Purchase Plan
4     Amendment to the 2011 Employee Stock    For       For          Management
      Purchase Plan
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman
7     Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares Until Retirement
8     Shareholder Proposal Regarding Poison   Against   For          Shareholder
      Pills


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CONAGRA FOODS, INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 23, 2011   Meeting Type: Annual
Record Date:  JUL 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Mogens Bay                        For       For          Management
1.2   Elect Stephen Butler                    For       For          Management
1.3   Elect Steven Goldstone                  For       For          Management
1.4   Elect Joie Gregor                       For       For          Management
1.5   Elect Rajive Johri                      For       For          Management
1.6   Elect William Jurgensen                 For       For          Management
1.7   Elect Richard Lenny                     For       For          Management
1.8   Elect Ruth Ann Marshall                 For       For          Management
1.9   Elect Gary Rodkin                       For       For          Management
1.10  Elect Andrew Schindler                  For       For          Management
1.11  Elect Kenneth Stinson                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation


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COSTCO WHOLESALE CORP

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Sinegal                     For       For          Management
1.2   Elect Jeffrey Brotman                   For       For          Management
1.3   Elect Richard Galanti                   For       For          Management
1.4   Elect Daniel Evans                      For       For          Management
1.5   Elect Jeffrey Raikes                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2002 Stock Incentive   For       For          Management
      Plan
4     Advisory Vote on Executive Compensation For       For          Management


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Cindy  Christy                    For       For          Management
1.2   Elect Ari Fitzgerald                    For       For          Management
1.3   Elect Robert Garrison II                For       For          Management
1.4   Elect John Kelly                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mortimer Caplin                   For       For          Management
2     Elect Donald Ehrlich                    For       For          Management
3     Elect Linda Hefner                      For       For          Management
4     Elect Teri  List-Stoll                  For       For          Management
5     Elect Walter Lohr, Jr.                  For       For          Management
6     Ratification of Auditor                 For       For          Management
7     Increase of Authorized Common Stock     For       For          Management
8     Re-approve the Material Terms of the    For       For          Management
      Performance Goals Under the 2007
      Executive Incentive Compensation Plan
9     Advisory Vote on Executive Compensation For       For          Management


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DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 29, 2012   Meeting Type: Annual
Record Date:  DEC 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Crandall Bowles                   For       For          Management
2     Elect Vance Coffman                     For       For          Management
3     Elect Charles Holliday, Jr.             For       For          Management
4     Elect Dipak Jain                        For       For          Management
5     Elect Clayton Jones                     For       For          Management
6     Elect Joachim Milberg                   For       Against      Management
7     Elect Richard Myers                     For       For          Management
8     Elect Thomas Patrick                    For       For          Management
9     Elect Sherry Smith                      For       For          Management
10    Advisory Vote on Executive Compensation For       For          Management
11    Non-Employee Director Stock Ownership   For       For          Management
      Plan
12    Ratification of Auditor                 For       For          Management


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DISCOVER FINANCIAL SERVICES

Ticker:       DFS            Security ID:  254709108
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Jeffrey Aronin                    For       For          Management
2     Elect Mary Bush                         For       For          Management
3     Elect Gregory Case                      For       For          Management
4     Elect Robert Devlin                     For       For          Management
5     Elect Cynthia Glassman                  For       For          Management
6     Elect Richard Lenny                     For       For          Management
7     Elect Thomas Maheras                    For       For          Management
8     Elect Michael Moskow                    For       For          Management
9     Elect David Nelms                       For       For          Management
10    Elect E. Follin Smith                   For       For          Management
11    Elect Lawrence Weinbach                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Ratification of Auditor                 For       For          Management


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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Beck                       For       For          Management
1.2   Elect J. David Wargo                    For       For          Management
2     Ratification of Auditor                 For       For          Management


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EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Alexander Cutler                  For       For          Management
2     Elect Arthur Johnson                    For       For          Management
3     Elect Deborah McCoy                     For       For          Management
4     2012 Stock Plan                         For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management


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ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Katherine Baicker                 For       For          Management
2     Elect J. Erik Fyrwald                   For       For          Management
3     Elect Ellen Marram                      For       For          Management
4     Elect Douglas Oberhelman                For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     Repeal of Classified Board              For       For          Management
8     Elimination of Supermajority            For       For          Management
      Requirements
9     Shareholder Proposal Regarding          Against   Against      Shareholder
      Proponent Engagement Process
10    Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Michael Brown                     For       For          Management
2     Elect Randolph Cowen                    For       For          Management
3     Elect Gail Deegan                       For       For          Management
4     Elect James DiStasio                    For       For          Management
5     Elect John Egan                         For       For          Management
6     Elect Edmund Kelly                      For       For          Management
7     Elect Windle Priem                      For       For          Management
8     Elect Paul Sagan                        For       For          Management
9     Elect David Strohm                      For       For          Management
10    Elect Joseph Tucci                      For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management


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

ESTEE LAUDER COS., INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 11, 2011   Meeting Type: Annual
Record Date:  SEP 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Charlene Barshefsky               For       For          Management
1.2   Elect Wei Sun Christianson              For       For          Management
1.3   Elect Fabrizio Freda                    For       For          Management
1.4   Elect Jane Lauder                       For       For          Management
1.5   Elect Leonard Lauder                    For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael Boskin                    For       For          Management
1.2   Elect Peter Brabeck-Letmathe            For       For          Management
1.3   Elect Larry Faulkner                    For       For          Management
1.4   Elect Jay Fishman                       For       For          Management
1.5   Elect Henrietta Fore                    For       For          Management
1.6   Elect Kenneth Frazier                   For       For          Management
1.7   Elect William George                    For       For          Management
1.8   Elect Samuel Palmisano                  For       For          Management
1.9   Elect Steven Reinemund                  For       For          Management
1.10  Elect Rex Tillerson                     For       For          Management
1.11  Elect Edward Whitacre, Jr.              For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman
5     Shareholder Proposal Regarding          Against   For          Shareholder
      Majority Vote for Election of Directors
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
7     Shareholder Proposal Regarding          Against   For          Shareholder
      Adopting Sexual Orientation Anti-Bias
      Policy
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Hydraulic Fracturing
9     Shareholder Proposal Regarding          Against   Against      Shareholder
      Reporting and Reducing Greenhouse Gas
      Emissions


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

FEDEX CORP

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 26, 2011   Meeting Type: Annual
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Barksdale                   For       For          Management
2     Elect John Edwardson                    For       For          Management
3     Elect Shirley Jackson                   For       For          Management
4     Elect Steven Loranger                   For       For          Management
5     Elect Gary Loveman                      For       For          Management
6     Elect R. Brad Martin                    For       For          Management
7     Elect Joshua Ramo                       For       For          Management
8     Elect Susan Schwab                      For       For          Management
9     Elect Frederick Smith                   For       For          Management
10    Elect Joshua Smith                      For       For          Management
11    Elect David Steiner                     For       For          Management
12    Elect Paul Walsh                        For       For          Management
13    Amendment to the Certificate of         For       For          Management
      Incorporation Regarding the Right to
      Call a Special Meeting
14    Ratification of Auditor                 For       For          Management
15    Advisory Vote on Executive Compensation For       For          Management
16    Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditure Report


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Larry Page                        For       For          Management
1.2   Elect Sergey Brin                       For       For          Management
1.3   Elect Eric Schmidt                      For       For          Management
1.4   Elect L. John Doerr                     For       For          Management
1.5   Elect Diane Greene                      For       For          Management
1.6   Elect John Hennessy                     For       For          Management
1.7   Elect Ann Mather                        For       For          Management
1.8   Elect Paul Otellini                     For       For          Management
1.9   Elect K. Ram Shriram                    For       For          Management
1.10  Elect Shirley Tilghman                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Establish Class C Capital Stock         For       Against      Management
4     Increase in Authorized Shares of Class  For       Against      Management
      A Common Stock
5     Adopt Article Amendments to Ensure the  For       Against      Management
      Fair Treatment of Class A Common Stock
6     2012 Stock Plan                         For       Against      Management
7     2012 Incentive Compensation Plan        For       Against      Management
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Electioneering
      Expenditures
9     Shareholder Proposal Regarding          Against   Against      Shareholder
      Arbitration
10    Shareholder Proposal Regarding          Against   For          Shareholder
      Recapitalization


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect F. Duane Ackerman                 For       For          Management
2     Elect Francis Blake                     For       For          Management
3     Elect Ari Bousbib                       For       For          Management
4     Elect Gregory Brenneman                 For       For          Management
5     Elect J. Frank Brown                    For       For          Management
6     Elect Albert Carey                      For       For          Management
7     Elect Armando Codina                    For       For          Management
8     Elect Bonnie Hill                       For       For          Management
9     Elect Karen Katen                       For       For          Management
10    Elect Ronald Sargent                    For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Amendment to the Employee Stock         For       For          Management
      Purchase Plan
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Electioneering
      Expenditures
15    SHAREHOLDER PROPOSAL REGARDING          Against   Against      Shareholder
      EMPLOYMENT DIVERSITY REPORT
16    Shareholder Proposal Regarding Right    Against   Against      Shareholder
      to Act by Written Consent
17    Shareholder Proposal Regarding Right    Against   Against      Shareholder
      to Call a Special Meeting
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Charitable Contributions
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Stormwater Management Policy


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

INGERSOLL-RAND PLC

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ann Berzin                        For       For          Management
2     Elect John Bruton                       For       For          Management
3     Elect Jared Cohon                       For       For          Management
4     Elect Gary Forsee                       For       For          Management
5     Elect Peter Godsoe                      For       For          Management
6     Elect Edward Hagenlocker                For       For          Management
7     Elect Constance Horner                  For       For          Management
8     Elect Michael Lamach                    For       For          Management
9     Elect Theodore Martin                   For       For          Management
10    Elect Richard Swift                     For       For          Management
11    Elect Tony White                        For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Appointment of Auditor                  For       For          Management


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Alain Belda                       For       For          Management
2     Elect William  Brody                    For       For          Management
3     Elect Kenneth Chenault                  For       For          Management
4     Elect Michael  Eskew                    For       For          Management
5     Elect David Farr                        For       For          Management
6     Elect Shirley Jackson                   For       For          Management
7     Elect Andrew Liveris                    For       For          Management
8     Elect W. James McNerney, Jr.            For       For          Management
9     Elect James Owens                       For       For          Management
10    Elect Samuel Palmisano                  For       For          Management
11    Elect Virginia Rometty                  For       For          Management
12    Elect Joan Spero                        For       For          Management
13    Elect Sidney Taurel                     For       For          Management
14    Elect Lorenzo Hector Zambrano Trevino   For       For          Management
15    Ratification of Auditor                 For       For          Management
16    Advisory Vote on Executive Compensation For       For          Management
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


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

INTERNATIONAL PAPER COMPANY

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect David Bronczek                    For       For          Management
2     Elect Ahmet Dorduncu                    For       For          Management
3     Elect John Faraci                       For       For          Management
4     Elect Stacey Mobley                     For       For          Management
5     Elect Joan Spero                        For       For          Management
6     Elect John Townsend III                 For       For          Management
7     Elect John Turner                       For       For          Management
8     Elect William Walter                    For       For          Management
9     Elect J. Steven Whisler                 For       For          Management
10    Ratification of Auditor                 For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent


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

ITC HOLDINGS CORP.

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Christopher Franklin              For       For          Management
1.2   Elect Edward Jepsen                     For       For          Management
1.3   Elect Richard McLellan                  For       For          Management
1.4   Elect William Museler                   For       For          Management
1.5   Elect Hazel O'Leary                     For       For          Management
1.6   Elect M. Michael Rounds                 For       For          Management
1.7   Elect Gordon Bennett Stewart, III       For       For          Management
1.8   Elect Lee Stewart                       For       For          Management
1.9   Elect J.C.  Watts                       For       For          Management
1.10  Elect Joseph Welch                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mary Coleman                      For       For          Management
2     Elect James Cullen                      For       For          Management
3     Elect Ian Davis                         For       For          Management
4     Elect Alex Gorsky                       For       For          Management
5     Elect Michael Johns                     For       For          Management
6     Elect Susan Lindquist                   For       For          Management
7     Elect Anne Mulcahy                      For       For          Management
8     Elect Leo Mullin                        For       For          Management
9     Elect William Perez                     For       For          Management
10    Elect Charles Prince                    For       For          Management
11    Elect David Satcher                     For       For          Management
12    Elect William Weldon                    For       For          Management
13    Elect Ronald Williams                   For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    2012 Long-Term Incentive Plan           For       Against      Management
16    Ratification of Auditor                 For       For          Management
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair
18    Shareholder Proposal Regarding Binding  Against   Against      Shareholder
      Vote on Electioneering Expenditures
19    Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Peter Boneparth                   For       For          Management
2     Elect Steven Burd                       For       For          Management
3     Elect John Herma                        For       For          Management
4     Elect Dale Jones                        For       For          Management
5     Elect William Kellogg                   For       For          Management
6     Elect Kevin Mansell                     For       For          Management
7     Elect John Schlifske                    For       For          Management
8     Elect Frank Sica                        For       For          Management
9     Elect Peter Sommerhauser                For       For          Management
10    Elect Stephanie Streeter                For       For          Management
11    Elect Nina Vaca                         For       For          Management
12    Elect Stephen Watson                    For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    Shareholder Proposal Regarding Fur      Against   Against      Shareholder
      Policy
16    Shareholder Proposal Regarding CEO      Against   Against      Shareholder
      Succession Planning
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Raul Alvarez                      For       For          Management
1.2   Elect David Bernauer                    For       For          Management
1.3   Elect Leonard Berry                     For       For          Management
1.4   Elect Peter Browning                    For       For          Management
1.5   Elect Richard Dreiling                  For       For          Management
1.6   Elect Dawn Hudson                       For       For          Management
1.7   Elect Robert  Johnson                   For       For          Management
1.8   Elect Marshall Larsen                   For       For          Management
1.9   Elect Richard Lochridge                 For       For          Management
1.10  Elect Robert Niblock                    For       For          Management
1.11  Elect Eric Wiseman                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Amendment to the Employee Stock         For       For          Management
      Purchase Plan
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Shareholder Approval of Severance
      Agreements
7     Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robin Buchanan                    For       For          Management
2     Elect Stephen Cooper                    For       For          Management
3     Elect Robert G. Gwin                    For       For          Management
4     Elect Marvin Schlanger                  For       For          Management
5     Approval of Annual Accounts             For       For          Management
6     Officer Liability/Indemnification       For       For          Management
7     Director Liability/Indemnification      For       For          Management
8     Appointment of Auditor                  For       For          Management
9     Appointment of Auditor for the Dutch    For       For          Management
      Annual Accounts
10    Remuneration of Supervisory Board       For       For          Management
11    Approval of Ordinary Cash Dividend      For       For          Management
12    Advisory Vote on Executive Compensation For       Against      Management
13    Amendment to the 2010 Long-Term         For       For          Management
      Incentive Plan
14    2012 Global Employee Stock Purchase     For       For          Management
      Plan


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ajaypal Banga                     For       For          Management
2     Elect David Carlucci                    For       For          Management
3     Elect Steven Freiberg                   For       For          Management
4     Elect Richard Haythornthwaite           For       For          Management
5     Elect Marc Olivie                       For       For          Management
6     Elect Rima Qureshi                      For       For          Management
7     Elect Mark Schwartz                     For       For          Management
8     Elect Jackson Tai                       For       Against      Management
9     Advisory Vote on Executive Compensation For       Against      Management
10    Amendment to the 2006 Non-Employee      For       For          Management
      Director Equity Compensation Plan
11    Amendment to the 2006 Long Term         For       For          Management
      Incentive Plan
12    Ratification of Auditor                 For       For          Management


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robert Eckert                     For       For          Management
2     Elect Enrique Hernandez, Jr.            For       For          Management
3     Elect Jeanne Jackson                    For       For          Management
4     Elect Andrew McKenna                    For       For          Management
5     Elect Donald Thompson                   For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     2012 Omnibus Stock Ownership Plan       For       For          Management
8     Declassification of the Board of        For       For          Management
      Directors
9     Right to Call Special Meetings          For       For          Management
10    Ratification of Auditor                 For       For          Management
11    Shareholder Proposal Regarding Report   Against   Against      Shareholder
      on Childhood Obesity


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Steven Ballmer                    For       For          Management
2     Elect Dina Dublon                       For       For          Management
3     Elect William Gates III                 For       For          Management
4     Elect Raymond Gilmartin                 For       For          Management
5     Elect Reed Hastings                     For       For          Management
6     Elect Maria Klawe                       For       For          Management
7     Elect David Marquardt                   For       For          Management
8     Elect Charles Noski                     For       For          Management
9     Elect Helmut Panke                      For       For          Management
10    Advisory Vote on Executive Compensation For       For          Management
11    Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
12    Ratification of Auditor                 For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Formation of Environmental
      Sustainability Committee


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Janine Fields                     For       For          Management
2     Elect Hugh Grant                        For       For          Management
3     Elect C. Steven McMillan                For       For          Management
4     Elect Robert Stevens                    For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     Amendment to the 2005 Long-Term         For       For          Management
      Incentive Plan
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Genetically Modified Organisms


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Roy Bostock                       For       For          Management
2     Elect Erskine Bowles                    For       For          Management
3     Elect Howard Davies                     For       For          Management
4     Elect James Gorman                      For       For          Management
5     Elect C. Robert Kidder                  For       For          Management
6     Elect Klaus Kleinfield                  For       For          Management
7     Elect Donald Nicolaisen                 For       For          Management
8     Elect Hutham Olayan                     For       For          Management
9     Elect James Owens                       For       For          Management
10    Elect O. Griffith Sexton                For       For          Management
11    Elect Ryosuke Tamakoshi                 For       For          Management
12    Elect Masaaki Tanaka                    For       For          Management
13    Elect Laura Tyson                       For       For          Management
14    Ratification of Auditor                 For       For          Management
15    Amendment to the 2007 Equity Incentive  For       For          Management
      Compensation Plan
16    Amendment to the Directors' Equity      For       For          Management
      Capital Accumulation Plan
17    Advisory Vote on Executive Compensation For       Against      Management


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

MURPHY OIL CORPORATION

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Frank Blue                        For       For          Management
2     Elect Steven Cosse                      For       For          Management
3     Elect Claiborne Deming                  For       For          Management
4     Elect Robert Hermes                     For       For          Management
5     Elect James Kelley                      For       For          Management
6     Elect Walentin Mirosh                   For       For          Management
7     Elect R. Madison Murphy                 For       For          Management
8     Elect Neal Schmale                      For       For          Management
9     Elect David Smith                       For       For          Management
10    Elect Caroline Theus                    For       For          Management
11    Elect David Wood                        For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    2012 Long-Term incentive Plan           For       For          Management
14    2012 Annual Incentive Plan              For       For          Management
15    Ratification of Auditor                 For       For          Management


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

NATIONAL FUEL GAS CO.

Ticker:       NFG            Security ID:  636180101
Meeting Date: MAR 08, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Philip Ackerman                   For       For          Management
1.2   Elect R. Don Cash                       For       For          Management
1.3   Elect Stephen Ewing                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     2012 Annual At Risk Compensation        For       For          Management
      Incentive Plan
5     Amendment to the Performance Incentive  For       For          Management
      Program


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  JUL 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Alan Graf, Jr.                    For       For          Management
1.2   Elect John Lechleiter                   For       For          Management
1.3   Elect Phyllis Wise                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Spencer Abraham                   For       For          Management
2     Elect Howard Atkins                     For       For          Management
3     Elect Stephen Chazen                    For       For          Management
4     Elect Edward Djerejian                  For       For          Management
5     Elect John Feick                        For       For          Management
6     Elect Margaret Foran                    For       For          Management
7     Elect Carlos Gutierrez                  For       For          Management
8     Elect Ray Irani                         For       For          Management
9     Elect Avedick Poladian                  For       For          Management
10    Elect Aziz Syriani                      For       For          Management
11    Elect Rosemary Tomich                   For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Environmental Expertise on Board


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Day                         For       For          Management
2     Elect Julie Edwards                     For       For          Management
3     Elect William Ford                      For       For          Management
4     Elect John Gibson                       For       For          Management
5     Elect Bert Mackie                       For       For          Management
6     Elect Steven Malcolm                    For       For          Management
7     Elect Jim Mogg                          For       For          Management
8     Elect Pattye Moore                      For       For          Management
9     Elect Gary Parker                       For       For          Management
10    Elect Eduardo Rodriguez                 For       For          Management
11    Elect Gerald Smith                      For       For          Management
12    Elect David Tippeconnic                 For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Amendment to the Employee Stock Award   For       For          Management
      Program
15    Amendment to the Employee Stock         For       For          Management
      Purchase Plan
16    Increase of Authorized Common Stock     For       For          Management
17    Advisory Vote on Executive Compensation For       For          Management


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jeffrey Berg                      For       For          Management
1.2   Elect H. Raymond Bingham                For       For          Management
1.3   Elect Michael Boskin                    For       For          Management
1.4   Elect Safra Catz                        For       For          Management
1.5   Elect Bruce Chizen                      For       For          Management
1.6   Elect George Conrades                   For       For          Management
1.7   Elect Lawrence Ellison                  For       For          Management
1.8   Elect Hector Garcia-Molina              For       For          Management
1.9   Elect Jeffrey Henley                    For       For          Management
1.10  Elect Mark Hurd                         For       For          Management
1.11  Elect Donald Lucas                      For       For          Management
1.12  Elect Naomi Seligman                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Shona Brown                       For       For          Management
2     Elect Ian Cook                          For       For          Management
3     Elect Dina Dublon                       For       For          Management
4     Elect Victor Dzau                       For       For          Management
5     Elect Ray Hunt                          For       For          Management
6     Elect Alberto Ibarguen                  For       For          Management
7     Elect Indra Nooyi                       For       For          Management
8     Elect Sharon Rockefeller                For       For          Management
9     Elect James Schiro                      For       For          Management
10    Elect Lloyd Trotter                     For       For          Management
11    Elect Daniel Vasella                    For       For          Management
12    Elect Alberto Weisser                   For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    Reapproval of the 2007 Long-Term        For       Against      Management
      Incentive Plan
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
17    Shareholder Proposal Regarding Risk     Against   Against      Shareholder
      Oversight Committee
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair


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

POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Frank Bennack, Jr.                For       For          Management
1.2   Elect Joel Fleishman                    For       For          Management
1.3   Elect Steven Murphy                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Company Name Change                     For       For          Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Don Graber                        For       For          Management
1.2   Elect Lester Lyles                      For       For          Management
1.3   Elect Timothy Wicks                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jeffrey Boyd                      For       For          Management
1.2   Elect Ralph Bahna                       For       For          Management
1.3   Elect Howard Barker, Jr.                For       For          Management
1.4   Elect Jan Docter                        For       For          Management
1.5   Elect Jeffrey Epstein                   For       For          Management
1.6   Elect James Guyette                     For       For          Management
1.7   Elect Nancy Peretsman                   For       For          Management
1.8   Elect Craig Rydin                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent


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

PROCTER & GAMBLE CO.

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  SEP 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
17    Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Electioneering
      Expenditure


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

PROCTER & GAMBLE CO.

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  SEP 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Angela Braly                      For       For          Management
2     Elect Kenneth Chenault                  For       For          Management
3     Elect Scott Cook                        For       For          Management
4     Elect Susan Desmond-Hellmann            For       For          Management
5     Elect Robert McDonald                   For       For          Management
6     Elect W. James McNerney, Jr.            For       For          Management
7     Elect Johnathan Rodgers                 For       For          Management
8     Elect Margaret Whitman                  For       For          Management
9     Elect Mary Wilderotter                  For       For          Management
10    Elect Patricia Woertz                   For       For          Management
11    Elect Ernesto Zedillo                   For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
15    Technical Amendments Regarding          For       For          Management
      Preferred Stock


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

PUBLIC STORAGE

Ticker:       PSA            Security ID:  74460D109
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ronald Havner, Jr.                For       For          Management
1.2   Elect Tamara Hughes Gustavson           For       For          Management
1.3   Elect Uri Harkham                       For       For          Management
1.4   Elect B. Wayne Hughes, Jr.              For       For          Management
1.5   Elect Avedick Poladian                  For       For          Management
1.6   Elect Gary Pruitt                       For       For          Management
1.7   Elect Ronald Spogli                     For       For          Management
1.8   Elect Daniel Staton                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Approval of Performance Goals Under     For       For          Management
      the 2007 Equity and Performance-Based
      Compensation Incentive Plan
4     Advisory Vote on Executive Compensation For       For          Management


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

QUALCOMM, INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Barbara Alexander                 For       For          Management
1.2   Elect Stephen Bennett                   For       For          Management
1.3   Elect Donald Cruickshank                For       For          Management
1.4   Elect Raymond Dittamore                 For       For          Management
1.5   Elect Thomas Horton                     For       For          Management
1.6   Elect Paul Jacobs                       For       For          Management
1.7   Elect Robert Kahn                       For       For          Management
1.8   Elect Sherry Lansing                    For       For          Management
1.9   Elect Duane Nelles                      For       For          Management
1.10  Elect Francisco Ros                     For       For          Management
1.11  Elect Brent Scowcroft                   For       For          Management
1.12  Elect Marc Stern                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Elimination of Plurality Voting         For       For          Management
      Standard for Election of Directors


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

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Morten Arntzen                    For       For          Management
2     Elect Bernard Aronson                   For       For          Management
3     Elect Richard Fain                      For       For          Management
4     Elect Ann Moore                         For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management
6     Ratification of Auditor                 For       For          Management
7     Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Craig Ramsey                      For       For          Management
2     Elect Sanford Robertson                 For       For          Management
3     Elect Maynard Webb                      For       For          Management
4     Ratification of Auditor                 For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management
6     Shareholder Proposal Regarding          Against   For          Shareholder
      Declassification of the Board


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

SCHLUMBERGER N.V. (SCHLUMBERGER LIMITED)

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Peter Currie                      For       For          Management
2     Elect Anthony Isaac                     For       For          Management
3     Elect K.V. Kamath                       For       For          Management
4     Elect Paal Kibsgaard                    For       For          Management
5     Elect Nikolay Kudryavtsev               For       For          Management
6     Elect Adrian Lajous                     For       For          Management
7     Elect Michael Marks                     For       For          Management
8     Elect Elizabeth Moler                   For       For          Management
9     Elect Lubna Olayan                      For       For          Management
10    Elect Leo  Reif                         For       For          Management
11    Elect Tore Sandvold                     For       For          Management
12    Elect Henri Seydoux                     For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Approval of Financial Statements and    For       For          Management
      Dividends
15    Ratification of Auditor                 For       For          Management
16    Amendment to the 2004 Stock and         For       For          Management
      Deferral Plan for Non-Employee
      Directors


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

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accounts and Reports                    For       For          Management
2     Directors' Remuneration Report          For       For          Management
3     Elect William Burns                     For       For          Management
4     Elect Matthew Emmens                    For       For          Management
5     Elect David Ginsburg                    For       For          Management
6     Elect Graham Hetherington               For       For          Management
7     Elect David Kappler                     For       For          Management
8     Elect Anne Minto                        For       For          Management
9     Elect Angus Russell                     For       For          Management
10    Elect David Stout                       For       For          Management
11    Elect Susan Kilsby                      For       For          Management
12    Appointment of Auditor                  For       For          Management
13    Authority to Set Auditor's Fees         For       For          Management
14    Authority to Issue Shares w/            For       For          Management
      Preemptive Rights
15    Authority to Issue Shares w/o           For       For          Management
      Preemptive Rights
16    Authority to Repurchase Shares          For       For          Management
17    Authority to Set General Meeting        For       Against      Management
      Notice Period at 14 Days


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect David Biegler                     For       For          Management
2     Elect J. Veronica Biggins               For       For          Management
3     Elect Douglas Brooks                    For       For          Management
4     Elect William Cunningham                For       For          Management
5     Elect John Denison                      For       For          Management
6     Elect Gary Kelly                        For       For          Management
7     Elect Nancy Loeffler                    For       For          Management
8     Elect John Montford                     For       For          Management
9     Elect Thomas Nealon                     For       For          Management
10    Elect Daniel Villanueva                 For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Elimination of Supermajority            For       For          Management
      Requirement
13    Ratification of Auditor                 For       For          Management


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Howard Schultz                    For       For          Management
2     Elect William Bradley                   For       For          Management
3     Elect Mellody Hobson                    For       For          Management
4     Elect Kevin Johnson                     For       For          Management
5     Elect Olden Lee                         For       For          Management
6     Elect Joshua Ramo                       For       For          Management
7     Elect James Shennan, Jr.                For       For          Management
8     Elect Clara Shih                        For       For          Management
9     Elect Javier Teruel                     For       For          Management
10    Elect Myron Ullman III                  For       For          Management
11    Elect Craig Weatherup                   For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Amendment to the Executive Management   For       For          Management
      Bonus Plan
14    Ratification of Auditor                 For       For          Management
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Formation of Sustainability Committee


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Roxanne Austin                    For       For          Management
2     Elect Calvin Darden                     For       For          Management
3     Elect Mary Dillon                       For       For          Management
4     Elect James Johnson                     For       For          Management
5     Elect Mary Minnick                      For       For          Management
6     Elect Anne Mulcahy                      For       For          Management
7     Elect Derica Rice                       For       For          Management
8     Elect Stephen Sanger                    For       For          Management
9     Elect Gregg Steinhafel                  For       For          Management
10    Elect John Stumpf                       For       For          Management
11    Elect Solomon Trujillo                  For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Approval of the Short Term Incentive    For       For          Management
      Plan
14    Advisory Vote on Executive Compensation For       Against      Management
15    Shareholder Proposal Regarding Report   Against   Against      Shareholder
      on Electronic Waste
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Prohibition on Political Spending


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect David Calhoun                     For       For          Management
2     Elect Arthur Collins, Jr.               For       For          Management
3     Elect Linda Cook                        For       For          Management
4     Elect Kenneth Duberstein                For       For          Management
5     Elect Edmund Giambastiani, Jr.          For       For          Management
6     Elect Lawrence Kellner                  For       For          Management
7     Elect Edward Liddy                      For       For          Management
8     Elect W. James McNerney, Jr.            For       For          Management
9     Elect Susan Schwab                      For       For          Management
10    Elect Ronald Williams                   For       For          Management
11    Elect Mike Zafirovski                   For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
15    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Supplemental Executive Retirement
      Benefits


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Herbert Allen                     For       For          Management
2     Elect Ronald Allen                      For       For          Management
3     Elect Howard Buffett                    For       For          Management
4     Elect Richard Daley                     For       For          Management
5     Elect Barry Diller                      For       For          Management
6     Elect Evan Greenberg                    For       For          Management
7     Elect Alexis Herman                     For       For          Management
8     Elect Muhtar Kent                       For       For          Management
9     Elect Donald Keough                     For       For          Management
10    Elect Robert Kotick                     For       For          Management
11    Elect Maria Lagomasino                  For       For          Management
12    Elect Donald McHenry                    For       For          Management
13    Elect Sam Nunn                          For       For          Management
14    Elect James Robinson III                For       For          Management
15    Elect Peter Ueberroth                   For       For          Management
16    Elect Jacob Wallenberg                  For       For          Management
17    Elect James Williams                    For       For          Management
18    Ratification of Auditor                 For       For          Management
19    Advisory Vote on Executive Compensation For       For          Management


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Lloyd Blankfein                   For       For          Management
2     Elect M. Michele  Burns                 For       For          Management
3     Elect Gary Cohn                         For       For          Management
4     Elect Claes Dahlback                    For       For          Management
5     Elect Stephen Friedman                  For       For          Management
6     Elect William George                    For       For          Management
7     Elect James Johnson                     For       For          Management
8     Elect Lakshmi Mittal                    For       For          Management
9     Elect James Schiro                      For       For          Management
10    Elect Debra  Spar                       For       For          Management
11    Advisory Vote on Executive Compensation For       Against      Management
12    Ratification of Auditor                 For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


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

THOMSON REUTERS CORPORATION

Ticker:       TRI            Security ID:  884903105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect David Thomson                     For       For          Management
1.2   Elect W. Geoffrey Beattie               For       For          Management
1.3   Elect James Smith                       For       For          Management
1.4   Elect Manvinder Banga                   For       For          Management
1.5   Elect Mary Cirillo                      For       For          Management
1.6   Elect Steven Denning                    For       For          Management
1.7   Elect Lawton Fitt                       For       For          Management
1.8   Elect Roger Martin                      For       For          Management
1.9   Elect Sir Deryck Maughan                For       For          Management
1.10  Elect Kenneth Olisa                     For       For          Management
1.11  Elect Vance Opperman                    For       For          Management
1.12  Elect John Thompson                     For       For          Management
1.13  Elect Peter Thomson                     For       For          Management
1.14  Elect Wulf von Schimmelmann             For       For          Management
2     Appointment of Auditor and Authority    For       For          Management
      to Set Fees
3     Advisory Vote on Executive Compensation For       For          Management


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Andrew Card, Jr.                  For       For          Management
2     Elect Erroll Davis, Jr.                 For       For          Management
3     Elect Thomas Donohue                    For       For          Management
4     Elect Archie Dunham                     For       For          Management
5     Elect Judith Richards Hope              For       For          Management
6     Elect Charles Krulak                    For       For          Management
7     Elect Michael McCarthy                  For       For          Management
8     Elect Michael McConnell                 For       For          Management
9     Elect Thomas McLarty III                For       For          Management
10    Elect Steven Rogel                      For       For          Management
11    Elect Jose Villarreal                   For       For          Management
12    Elect James Young                       For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect William Ballard, Jr.              For       For          Management
2     Elect Richard Burke                     For       For          Management
3     Elect Robert Darretta                   For       For          Management
4     Elect Stephen Hemsley                   For       For          Management
5     Elect Michele Hooper                    For       For          Management
6     Elect Rodger Lawson                     For       For          Management
7     Elect Douglas Leatherdale               For       For          Management
8     Elect Glenn Renwick                     For       For          Management
9     Elect Kenneth Shine                     For       For          Management
10    Elect Gail Wilensky                     For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


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

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Debra Cafaro                      For       For          Management
2     Elect Douglas Crocker, II               For       For          Management
3     Elect Ronald Geary                      For       For          Management
4     Elect Jay Gellert                       For       For          Management
5     Elect Richard Gilchrist                 For       For          Management
6     Elect Matthew J. Lustig                 For       For          Management
7     Elect Douglas Pasquale                  For       For          Management
8     Elect Robert Reed                       For       For          Management
9     Elect Sheli Rosenberg                   For       For          Management
10    Elect Glenn Rufrano                     For       For          Management
11    Elect James Shelton                     For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    2012 Incentive Plan                     For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Richard Carrion                   For       For          Management
2     Elect Melanie Healey                    For       For          Management
3     Elect M. Frances Keeth                  For       For          Management
4     Elect Robert Lane                       For       For          Management
5     Elect Lowell McAdam                     For       For          Management
6     Elect Sandra Moose                      For       For          Management
7     Elect Joseph Neubauer                   For       For          Management
8     Elect Donald Nicolaisen                 For       For          Management
9     Elect Clarence Otis, Jr.                For       For          Management
10    Elect Hugh Price                        For       For          Management
11    Elect Rodney Slater                     For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Disclosure of Prior Government Service
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Performance-Based Equity Compensation
17    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Call a Special Meeting
18    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent
19    Shareholder Proposal Regarding Network  Against   Against      Shareholder
      Neutrality


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Advisory Vote on Executive Compensation For       For          Management
2     Ratification of Auditor                 For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Aida Alvarez                      For       For          Management
2     Elect James Breyer                      For       For          Management
3     Elect M. Michele Burns                  For       For          Management
4     Elect James Cash, Jr.                   For       For          Management
5     Elect Roger Corbett                     For       For          Management
6     Elect Douglas Daft                      For       For          Management
7     Elect Michael Duke                      For       For          Management
8     Elect Marissa Mayer                     For       For          Management
9     Elect Gregory Penner                    For       For          Management
10    Elect Steven Reinemund                  For       For          Management
11    Elect H. Lee Scott, Jr.                 For       For          Management
12    Elect Arne Sorenson                     For       For          Management
13    Elect Jim Walton                        For       For          Management
14    Elect S. Robson Walton                  For       For          Management
15    Elect Christopher Williams              For       For          Management
16    Elect Linda Wolf                        For       For          Management
17    Ratification of Auditor                 For       For          Management
18    Advisory Vote on Executive Compensation For       For          Management
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
20    Shareholder Proposal Regarding          Against   Against      Shareholder
      Director Qualifications
21    Shareholder Proposal Regarding an       Against   Against      Shareholder
      Incentive Compensation Report


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 11, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect David J. Brailer                  For       For          Management
2     Elect Steven Davis                      For       For          Management
3     Elect William Foote                     For       For          Management
4     Elect Mark Frissora                     For       For          Management
5     Elect Ginger Graham                     For       For          Management
6     Elect Alan McNally                      For       For          Management
7     Elect Nancy Schlichting                 For       For          Management
8     Elect David Schwartz                    For       For          Management
9     Elect Alejandro Silva                   For       For          Management
10    Elect James Skinner                     For       For          Management
11    Elect Gregory Wasson                    For       For          Management
12    Ratification of Auditor                 For       For          Management
13    2011 Cash-Based Incentive Plan          For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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

WALT DISNEY CO.

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Susan Arnold                      For       For          Management
2     Elect John Chen                         For       For          Management
3     Elect Judith Estrin                     For       For          Management
4     Elect Robert Iger                       For       For          Management
5     Elect Fred Langhammer                   For       For          Management
6     Elect Aylwin Lewis                      For       For          Management
7     Elect Monica Lozano                     For       For          Management
8     Elect Robert Matschullat                For       For          Management
9     Elect Sheryl Sandberg                   For       For          Management
10    Elect Orin Smith                        For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Amendment to the 2011 Stock Incentive   For       For          Management
      Plan
13    Advisory Vote on Executive Compensation For       For          Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect John Baker II                     For       For          Management
2     Elect Elaine Chao                       For       For          Management
3     Elect John Chen                         For       For          Management
4     Elect Lloyd Dean                        For       For          Management
5     Elect Susan Engel                       For       For          Management
6     Elect Enrique Hernandez, Jr.            For       For          Management
7     Elect Donald James                      For       For          Management
8     Elect Cynthia Milligan                  For       For          Management
9     Elect Nicholas Moore                    For       For          Management
10    Elect Federico Pena                     For       For          Management
11    Elect Philip Quigley                    For       For          Management
12    Elect Judith Runstad                    For       For          Management
13    Elect Stephen Sanger                    For       For          Management
14    Elect John Stumpf                       For       For          Management
15    Elect Susan Swenson                     For       For          Management
16    Advisory Vote on Executive Compensation For       For          Management
17    Ratification of Auditor                 For       For          Management
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting in Contested
      Elections
20    Shareholder Proposal Regarding Proxy    Against   Against      Shareholder
      Access
21    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Review of Controls Related
      to Loans, Foreclosures and
      Securitizations


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

WEYERHAEUSER COMPANY

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Debra Cafaro                      For       For          Management
2     Elect Mark Emmert                       For       Against      Management
3     Elect Daniel Fulton                     For       For          Management
4     Elect John Kieckhefer                   For       For          Management
5     Elect Wayne Murdy                       For       For          Management
6     Elect Nicole Piasecki                   For       For          Management
7     Elect Charles Williamson                For       For          Management
8     Advisory Vote on Executive Compensation For       For          Management
9     Ratification of Auditor                 For       For          Management


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

YOUKU.COM INC

Ticker:       YOKU           Security ID:  98742U100
Meeting Date: OCT 17, 2011   Meeting Type: Annual
Record Date:  AUG 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change in Company Name                  For       For          Management




============== Prudential Small Cap Value Fund - Sub-Adviser: QMA ==============


A. SCHULMAN INC.

Ticker:       SHLM           Security ID:  808194104
Meeting Date: DEC 08, 2011   Meeting Type: Annual
Record Date:  OCT 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Eugene Allspach                   For       For          Management
1.2   Elect Gregory Barmore                   For       For          Management
1.3   Elect David Birney                      For       For          Management
1.4   Elect Howard Curd                       For       For          Management
1.5   Elect Joseph Gingo                      For       For          Management
1.6   Elect Michael McManus, Jr.              For       For          Management
1.7   Elect Lee Meyer                         For       For          Management
1.8   Elect James Mitarotonda                 For       For          Management
1.9   Elect Ernest Novak, Jr.                 For       For          Management
1.10  Elect Irvin Reid                        For       For          Management
1.11  Elect John Yasinsky                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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AAR CORP.

Ticker:       AIR            Security ID:  000361105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ronald Fogleman                   For       For          Management
1.2   Elect Patrick Kelly                     For       For          Management
1.3   Elect Peter Pace                        For       For          Management
1.4   Elect Ronald Woodard                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Amendment to the Stock Benefit Plan     For       For          Management
5     Ratification of Auditor                 For       For          Management


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ACTUANT CORP.

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 10, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Arzbaecher                 For       For          Management
1.2   Elect Gurminder Bedi                    For       For          Management
1.3   Elect Gustav Boel                       For       For          Management
1.4   Elect Thomas Fischer                    For       For          Management
1.5   Elect William Hall                      For       For          Management
1.6   Elect R. Alan Hunter, Jr.               For       For          Management
1.7   Elect Robert Peterson                   For       For          Management
1.8   Elect Holly Van Deursen                 For       For          Management
1.9   Elect Dennis Williams                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

ACXIOM CORP.

Ticker:       ACXM           Security ID:  5125109
Meeting Date: AUG 17, 2011   Meeting Type: Annual
Record Date:  JUN 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect William Dillard II                For       For          Management
2     Elect R. Halsey Wise                    For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Ratification of Auditor                 For       For          Management


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

ADVANCE AMER CASH ADVANCE CTRS INC

Ticker:       AEA            Security ID:  00739W107
Meeting Date: APR 20, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Acquisition                             For       For          Management
2     Advisory Vote on Golden Parachutes      For       Against      Management
3     Right to Adjourn Meeting                For       Against      Management


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

AGL RESOURCES INC.

Ticker:       GAS            Security ID:  001204106
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Sandra Bane                       For       For          Management
1.2   Elect Thomas Bell, Jr.                  For       For          Management
1.3   Elect Norman Bobins                     For       For          Management
1.4   Elect Charles Crisp                     For       For          Management
1.5   Elect Brenda Gaines                     For       For          Management
1.6   Elect Arthur Johnson                    For       For          Management
1.7   Elect Wyck Knox, Jr.                    For       For          Management
1.8   Elect Dennis Love                       For       For          Management
1.9   Elect Charles McTier                    For       For          Management
1.10  Elect Dean O'Hare                       For       For          Management
1.11  Elect Armando Olivera                   For       For          Management
1.12  Elect John Rau                          For       For          Management
1.13  Elect James Rubright                    For       For          Management
1.14  Elect John Somerhalder II               For       For          Management
1.15  Elect Bettina Whyte                     For       For          Management
1.16  Elect Henry Wolf                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AGREE REALTY CORP.

Ticker:       ADC            Security ID:  008492100
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Richard Agree                     For       Withhold     Management
1.2   Elect Michael Rotchford                 For       For          Management
1.3   Elect John Rakolta, Jr.                 For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AIR TRANSPORT SERVICES GROUP INC

Ticker:       ATSG           Security ID:  00922R105
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joseph Hete                       For       For          Management
1.2   Elect Jeffrey Vorholt                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AIRCASTLE LIMITED

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase in Board Size                  For       For          Management
2.1   Elect Giovanni Bisignani                For       For          Management
2.2   Elect Wesley Edens                      For       For          Management
2.3   Elect Peter Ueberroth                   For       For          Management
3     Appointment of Auditor                  For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management


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

ALASKA AIR GROUP INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect William Ayer                      For       For          Management
2     Elect Patricia Bedient                  For       For          Management
3     Elect Marion Blakey                     For       For          Management
4     Elect Phyllis Campbell                  For       For          Management
5     Elect Jessie Knight, Jr.                For       For          Management
6     Elect R. Marc Langland                  For       For          Management
7     Elect Dennis Madsen                     For       For          Management
8     Elect Byron Mallott                     For       For          Management
9     Elect J. Kenneth Thompson               For       For          Management
10    Elect Bradley Tilden                    For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Shareholder Proposal Regarding          Against   For          Shareholder
      Retention of Shares After Retirement


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

ALBANY INTERNATIONAL CORP.

Ticker:       AIN            Security ID:  012348108
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect John Cassidy, Jr.                 For       For          Management
2     Elect Paula Cholmondeley                For       For          Management
3     Elect Edgar Hotard                      For       For          Management
4     Elect Erland Kailbourne                 For       For          Management
5     Elect Joseph Morone                     For       For          Management
6     Elect John Scannell                     For       For          Management
7     Elect Christine Standish                For       For          Management
8     Elect John Standish                     For       For          Management
9     Ratification of Auditor                 For       For          Management
10    Advisory Vote on Executive Compensation For       For          Management


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

ALLETE, INC.

Ticker:       ALE            Security ID:  018522300
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Kathleen Brekken                  For       For          Management
2     Elect Kathryn Dindo                     For       For          Management
3     Elect Heidi Eddins                      For       For          Management
4     Elect Sidney Emery, Jr.                 For       For          Management
5     Elect James Haines, Jr.                 For       For          Management
6     Elect Alan Hodnik                       For       For          Management
7     Elect James Hoolihan                    For       For          Management
8     Elect Madeleine Ludlow                  For       For          Management
9     Elect Douglas Neve                      For       For          Management
10    Elect Leonard Rodman                    For       For          Management
11    Elect Bruce Stender                     For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Amendment to the Employee Stock         For       For          Management
      Purchase Plan
14    Ratification of Auditor                 For       For          Management


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

ALLIANCE HEALTHCARE SERVICES INC

Ticker:       AIQ            Security ID:  018606202
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Larry Buckelew                    For       For          Management
1.2   Elect Michael Harmon                    For       Withhold     Management
2     Reverse Stock Split                     For       For          Management
3     Ratification of Auditor                 For       For          Management


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

ALLIANCE ONE INTERNATIONAL INC

Ticker:       AOI            Security ID:  18772103
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joseph Lanier, Jr.                For       For          Management
1.2   Elect C. Richard Green, Jr.             For       For          Management
1.3   Elect Nigel Howard                      For       For          Management
1.4   Elect William Sheridan                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Amendment to the 2007 Incentive Plan    For       For          Management


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

ALMOST FAMILY INC

Ticker:       AFAM           Security ID:  020409108
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William Yarmuth                   For       For          Management
1.2   Elect Steven Bing                       For       For          Management
1.3   Elect Donald McClinton                  For       For          Management
1.4   Elect Tyree Wilburn                     For       For          Management
1.5   Elect Jonathan Goldberg                 For       For          Management
1.6   Elect W. Earl Reed, III                 For       For          Management
1.7   Elect Henry Altman, Jr.                 For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AMEDISYS INC.

Ticker:       AMED           Security ID:  023436108
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William  Borne                    For       For          Management
1.2   Elect Ronald A. LaBorde                 For       For          Management
1.3   Elect Jake  Netterville                 For       For          Management
1.4   Elect David  Pitts                      For       For          Management
1.5   Elect Peter Ricchuiti                   For       For          Management
1.6   Elect Donald Washburn                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the Employee Stock         For       For          Management
      Purchase Plan
4     Amendment to the 2008 Omnibus           For       For          Management
      Incentive Compensation Plan
5     Advisory Vote on Executive Compensation For       For          Management


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

AMERCO

Ticker:       UHAL           Security ID:  23586100
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Brogan                       For       For          Management
1.2   Elect Daniel Mullen                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management
5     Shareholder Proposal Regarding          For       For          Shareholder
      Ratification of Board and Management
      Acts


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

AMERICAN EQUITY INVT LIFE HLDG CO

Ticker:       AEL            Security ID:  025676206
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect David Mulcahy                     For       For          Management
1.2   Elect David Noble                       For       Withhold     Management
1.3   Elect A.J. Strickland III               For       For          Management
1.4   Elect Wendy Waugaman                    For       Withhold     Management
1.5   Elect Harley Whitfield, Sr.             For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AMERICAN GREETINGS CORP.

Ticker:       AM             Security ID:  026375105
Meeting Date: JUN 15, 2012   Meeting Type: Annual
Record Date:  APR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Charles Ratner                    For       For          Management
1.2   Elect Jerry Sue Thornton                For       For          Management
1.3   Elect Jeffrey Weiss                     For       For          Management


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

AMERICAN REPROGRAPHICS CO

Ticker:       ARC            Security ID:  029263100
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kumarakulasingam Suriyakumar      For       For          Management
1.2   Elect Thomas Formolo                    For       For          Management
1.3   Elect Dewitt Kerry McCluggage           For       For          Management
1.4   Elect James McNulty                     For       For          Management
1.5   Elect Mark Mealy                        For       For          Management
1.6   Elect Manuel Perez de la Mesa           For       For          Management
1.7   Elect Eriberto Scocimara                For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

AMERICAN SAFETY INSURANCE HOLDINGS LTD.

Ticker:       ASI            Security ID:  G02995101
Meeting Date: JUL 25, 2011   Meeting Type: Annual
Record Date:  MAY 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect David Brueggen                    For       For          Management
1.2   Elect Stephen Crim                      For       For          Management
1.3   Elect Lawrence Geneen                   For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

AMERICAN STATES WATER CO.

Ticker:       AWR            Security ID:  029899101
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Anderson                    For       For          Management
1.2   Elect Anne Holloway                     For       For          Management
1.3   Elect Sarah Anderson                    For       For          Management
2     Amendment to the 2008 Stock Incentive   For       For          Management
      Plan
3     Advisory Vote on Executive Compensation For       For          Management
4     Ratification of Auditor                 For       For          Management


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

AMERISTAR CASINOS INC.

Ticker:       ASCA           Security ID:  03070Q101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Steinbauer                 For       Withhold     Management
1.2   Elect Leslie Nathanson Juris            For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Re-Approval of Performance-Based        For       For          Management
      Annual Bonus Plan
4     Advisory Vote on Executive Compensation For       For          Management


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

AMKOR TECHNOLOGY INC.

Ticker:       AMKR           Security ID:  031652100
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Kim                         For       For          Management
1.2   Elect Kenneth Joyce                     For       For          Management
1.3   Elect Roger Carolin                     For       For          Management
1.4   Elect Winston Churchill                 For       For          Management
1.5   Elect John Kim                          For       Withhold     Management
1.6   Elect John Osborne                      For       For          Management
1.7   Elect James Zug                         For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Executive Incentive Bonus Plan          For       For          Management
4     Amendment to the 2007 Equity Incentive  For       For          Management
      Plan
5     Ratification of Auditor                 For       For          Management


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

AMPCO-PITTSBURGH CORP.

Ticker:       AP             Security ID:  032037103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Appel                      For       For          Management
1.2   Elect Paul Gould                        For       For          Management
1.3   Elect Robert Paul                       For       Withhold     Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

AMSURG CORP.

Ticker:       AMSGA          Security ID:  03232P405
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Cigarran                   For       For          Management
1.2   Elect John Popp, Jr.                    For       For          Management
1.3   Elect Cynthia Miller                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Adoption of Majority Vote for Election  For       For          Management
      of Directors
4     Amendment to the 2006 Stock Incentive   For       For          Management
      Plan
5     Ratification of Auditor                 For       For          Management


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

AMTECH SYSTEMS INC.

Ticker:       ASYS           Security ID:  032332504
Meeting Date: MAR 15, 2012   Meeting Type: Annual
Record Date:  JAN 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jong Whang                        For       For          Management
1.2   Elect Fokko Pentinga                    For       For          Management
1.3   Elect Michael Garnreiter                For       For          Management
1.4   Elect Alfred Giese                      For       For          Management
1.5   Elect Egbert Jan Geert Goudena          For       For          Management
1.6   Elect SooKap Hahn                       For       For          Management
1.7   Elect Robert King                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

AMTRUST FINANCIAL SERVICE

Ticker:       AFSI           Security ID:  032359309
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Donald DeCarlo                    For       For          Management
1.2   Elect Susan Fisch                       For       For          Management
1.3   Elect Abraham Gulkowitz                 For       For          Management
1.4   Elect George Karfunkel                  For       Withhold     Management
1.5   Elect Michael Karfunkel                 For       Withhold     Management
1.6   Elect Jay Miller                        For       For          Management
1.7   Elect Barry Zyskind                     For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2010 Omnibus           For       For          Management
      Incentive Plan


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

ANWORTH MORTGAGE ASSET CORP.

Ticker:       ANH            Security ID:  037347101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Lloyd McAdams                     For       For          Management
2     Elect Lee Ault, III                     For       For          Management
3     Elect Charles Black                     For       For          Management
4     Elect Joe Davis                         For       For          Management
5     Elect Robert Davis                      For       For          Management
6     Elect Joseph McAdams                    For       For          Management
7     Advisory Vote on Executive Compensation For       Against      Management
8     Ratification of Auditor                 For       For          Management


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

APOLLO COMMERCIAL REAL ESTATE FINANCE INC

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Douglas Abbey                     For       For          Management
1.2   Elect Joseph Azrack                     For       Withhold     Management
1.3   Elect Mark Biderman                     For       For          Management
1.4   Elect Alice Connell                     For       For          Management
1.5   Elect Eric Press                        For       Withhold     Management
1.6   Elect Michael Salvati                   For       For          Management
1.7   Elect Stuart Rothstein                  For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

APPLIED INDUSTRIAL TECHNOLOGIES INC.

Ticker:       AIT            Security ID:  03820C105
Meeting Date: OCT 25, 2011   Meeting Type: Annual
Record Date:  AUG 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Commes                     For       For          Management
1.2   Elect John Meier                        For       For          Management
1.3   Elect Peter Wallace                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     2011 Long-Term Peformance Plan          For       Against      Management
5     Ratification of Auditor                 For       For          Management


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

ARCTIC CAT INC.

Ticker:       ACAT           Security ID:  39670104
Meeting Date: AUG 03, 2011   Meeting Type: Annual
Record Date:  JUN 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kenneth Roering                   For       For          Management
1.2   Elect Tony Christianson                 For       For          Management
1.3   Elect D. Christian Koch                 For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

ARLINGTON ASSET INVESTMENT CORP

Ticker:       AI             Security ID:  041356205
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Eric Billings                     For       For          Management
1.2   Elect Daniel Altobello                  For       For          Management
1.3   Elect Daniel Berce                      For       For          Management
1.4   Elect Peter Gallagher                   For       For          Management
1.5   Elect Ralph Michael III                 For       For          Management
1.6   Elect Wallace Timmeny                   For       For          Management
1.7   Elect J. Rock Tonkel, Jr.               For       For          Management
2     Ratification of Auditor                 For       For          Management


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

ASTORIA FINANCIAL CORP.

Ticker:       AF             Security ID:  046265104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Monte Redman                      For       For          Management
1.2   Elect Gerard Keegan                     For       For          Management
1.3   Elect Denis Connors                     For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Ratification of Auditor                 For       For          Management


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

ATLANTIC TELE-NETWORK INC.

Ticker:       ANK            Security ID:  049079205
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Martin Budd                       For       For          Management
1.2   Elect Michael Flynn                     For       For          Management
1.3   Elect Liane Pelletier                   For       For          Management
1.4   Elect Cornelius  Prior, Jr.             For       Withhold     Management
1.5   Elect Michael Prior                     For       Withhold     Management
1.6   Elect Charles Roesslein                 For       For          Management
1.7   Elect Brian Schuchman                   For       Withhold     Management
2     Ratification of Auditor                 For       For          Management


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

ATLAS AIR WORLDWIDE HOLDINGS INC.

Ticker:       AAWHQ          Security ID:  049164205
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Agnew                      For       For          Management
1.2   Elect Timothy Bernlohr                  For       For          Management
1.3   Elect Eugene Davis                      For       For          Management
1.4   Elect William Flynn                     For       For          Management
1.5   Elect James Gilmore III                 For       For          Management
1.6   Elect Carol B. Hallett                  For       For          Management
1.7   Elect Frederick McCorkle                For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Amendment to the 2007 Incentive Plan    For       For          Management


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

ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Kim Cocklin                       For       For          Management
2     Elect Richard Douglas                   For       For          Management
3     Elect Ruben Esquivel                    For       For          Management
4     Elect Richard Gordon                    For       For          Management
5     Elect Thomas Meredith                   For       For          Management
6     Elect Nancy Quinn                       For       For          Management
7     Elect Stephen Springer                  For       For          Management
8     Elect Richard Ware II                   For       For          Management
9     Ratification of Auditor                 For       For          Management
10    Advisory Vote on Executive Compensation For       For          Management


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

AUDIOVOX CORP

Ticker:       VOXX           Security ID:  50757103
Meeting Date: JUL 21, 2011   Meeting Type: Annual
Record Date:  JUN 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Paul Kreuch, Jr.                  For       For          Management
1.2   Elect Dennis McManus                    For       For          Management
1.3   Elect Peter Lesser                      For       For          Management
1.4   Elect Philip Christopher                For       For          Management
1.5   Elect John Shalam                       For       For          Management
1.6   Elect Patrick Lavelle                   For       For          Management
1.7   Elect Charles Stoehr                    For       For          Management
1.8   Elect Ari Shalam                        For       For          Management
1.9   Elect Fred Klipsch                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

AVISTA CORP.

Ticker:       AVA            Security ID:  05379B107
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Erik Anderson                     For       For          Management
2     Elect Kristianne Blake                  For       For          Management
3     Elect Donald Burke                      For       For          Management
4     Elect Rick Holley                       For       For          Management
5     Elect John Kelly                        For       For          Management
6     Elect Rebecca Klein                     For       For          Management
7     Elect Scott Morris                      For       For          Management
8     Elect Michael Noel                      For       For          Management
9     Elect Marc Racicot                      For       For          Management
10    Elect Heidi Stanley                     For       For          Management
11    Elect R. John Taylor                    For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Amendment Requiring Approval of         For       For          Management
      Holders of 2/3 of the Outstanding
      Shares of Common Stock
14    Amendment Requiring Approval of         For       For          Management
      Holders of 80% of the Outstanding
      Shares of Common Stock
15    Advisory Vote on Executive Compensation For       For          Management


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

BAKER (MICHAEL) CORP.

Ticker:       BKR            Security ID:  057149106
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Bontempo                   For       For          Management
1.2   Elect Nicholas Constantakis             For       For          Management
1.3   Elect David DeNinno                     For       For          Management
1.4   Elect Robert Foglesong                  For       For          Management
1.5   Elect Mark Kaplan                       For       For          Management
1.6   Elect Bradley Mallory                   For       For          Management
1.7   Elect Pamela Pierce                     For       For          Management
1.8   Elect Richard Shaw                      For       For          Management
1.9   Elect David Wormley                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

BALTIC TRADING LIMITED

Ticker:       BALT           Security ID:  Y0553W103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Edward Terino                     For       For          Management
1.2   Elect George Wood                       For       For          Management
2     Ratification of Auditor                 For       For          Management


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

BANCFIRST CORP.

Ticker:       BANF           Security ID:  05945F103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Daniel                      For       Withhold     Management
1.2   Elect Tom McCasland III                 For       For          Management
1.3   Elect Paul Odom, Jr.                    For       For          Management
1.4   Elect H. E. Rainbolt                    For       Withhold     Management
1.5   Elect Michael Wallace                   For       For          Management
1.6   Elect G. Rainey Williams, Jr.           For       Withhold     Management
2     Ratification of Auditor                 For       For          Management


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

BANCO LATINOAMERICANO DE COMERCIO EXTERIOR SA

Ticker:       BLX            Security ID:  P16994132
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accounts and Reports                    For       For          Management
2     Appointment of Auditor                  For       For          Management
3.1   Elect Guillermo G??mez Garc?a           For       For          Management
3.2   Elect Gonzalo Men?ndez Duque            For       For          Management
3.3   Elect Jaime Rivera                      For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management


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

BANK OF THE OZARKS, INC.

Ticker:       OZRK           Security ID:  063904106
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect George Gleason                    For       For          Management
1.2   Elect Mark Ross                         For       For          Management
1.3   Elect Jean Arehart                      For       For          Management
1.4   Elect Nicholas Brown                    For       For          Management
1.5   Elect Richard Cisne                     For       For          Management
1.6   Elect Robert East                       For       For          Management
1.7   Elect Linda Gleason                     For       For          Management
1.8   Elect Henry Mariani                     For       For          Management
1.9   Elect Robert Proost                     For       For          Management
1.10  Elect R. L. Qualls                      For       For          Management
1.11  Elect John Reynolds                     For       For          Management
1.12  Elect Kennith Smith                     For       For          Management
1.13  Elect Sherece West                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

BELO CORP

Ticker:       BLC            Security ID:  080555105
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Peter Altabel                     For       For          Management
1.2   Elect Henry Becton, Jr.                 For       For          Management
1.3   Elect James Moroney III                 For       Withhold     Management
1.4   Elect Lloyd Ward                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Technical Amendments to Certificate of  For       For          Management
      Incorporation


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

BERKSHIRE HILLS BANCORP INC.

Ticker:       BHLB           Security ID:  084680107
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Lawrence Bossidy                  For       For          Management
1.2   Elect Robert Curley                     For       For          Management
1.3   Elect Barton Raser                      For       For          Management
1.4   Elect D. Jeffrey Templeton              For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

BGC PARTNERS INC

Ticker:       BGCP           Security ID:  05541T101
Meeting Date: DEC 14, 2011   Meeting Type: Annual
Record Date:  OCT 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Howard Lutnick                    For       For          Management
1.2   Elect John Dalton                       For       For          Management
1.3   Elect Stephen Curwood                   For       For          Management
1.4   Elect Barry Sloane                      For       For          Management
1.5   Elect Albert Weis                       For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Frequency of Advisory Vote on           3 Years   1 Year       Management
      Executive Compensation
4     Amendment to the Long Term Incentive    For       Against      Management
      Plan
5     Amendment to the Incentive Bonus        For       For          Management
      Compensation Plan


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

BIGLARI HOLDINGS INC

Ticker:       BH             Security ID:  08986R101
Meeting Date: AUG 05, 2011   Meeting Type: Special
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorization of Dual Class Stock       For       Against      Management


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

BIGLARI HOLDINGS INC

Ticker:       BH             Security ID:  08986R101
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Sardar Biglari                    For       For          Management
1.2   Elect Philip Cooley                     For       For          Management
1.3   Elect Kenneth Cooper                    For       For          Management
1.4   Elect William Johnson                   For       For          Management
1.5   Elect Ruth Person                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation
5     Shareholder proposal Regarding          Against   Abstain      Shareholder
      Cage-Free Eggs


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

BILL BARRETT CORP

Ticker:       BBG            Security ID:  06846N104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William  Owens                    For       For          Management
1.2   Elect Randy Stein                       For       For          Management
1.3   Elect Kevin  Meyers                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Repeal of Classified Board              For       For          Management
4     Elimination of Supermajority            For       For          Management
      Requirement
5     2012 Equity Incentive Plan              For       Against      Management
6     Ratification of Auditor                 For       For          Management


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

BLACK BOX CORP.

Ticker:       BBOX           Security ID:  91826107
Meeting Date: AUG 09, 2011   Meeting Type: Annual
Record Date:  JUN 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William Andrews                   For       For          Management
1.2   Elect R. Terry Blakemore                For       For          Management
1.3   Elect Richard Crouch                    For       For          Management
1.4   Elect Thomas Golonski                   For       For          Management
1.5   Elect Thomas Greig                      For       For          Management
1.6   Elect William Hernandez                 For       For          Management
1.7   Elect Edward Nicholson                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

BLACK HILLS CORPORATION

Ticker:       BKH            Security ID:  092113109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael Madison                   For       For          Management
1.2   Elect Steven Mills                      For       For          Management
1.3   Elect Stephen Newlin                    For       For          Management
2     Authorization of an Increase in         For       For          Management
      Indebtedness
3     Ratification of Auditor                 For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management


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

BLYTH, INC.

Ticker:       BTH            Security ID:  09643P207
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jane Dietze                       For       For          Management
1.2   Elect Robert Goergen                    For       For          Management
1.3   Elect Pamela Goergen                    For       For          Management
1.4   Elect Neal Goldman                      For       For          Management
1.5   Elect Brett Johnson                     For       For          Management
1.6   Elect Ilan Kaufthal                     For       For          Management
1.7   Elect James McTaggart                   For       For          Management
1.8   Elect Howard Rose                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

BOB EVANS FARMS, INC.

Ticker:       BOBE           Security ID:  96761101
Meeting Date: AUG 23, 2011   Meeting Type: Annual
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Cheryl Krueger                    For       For          Management
2     Elect G. Robert Lucas II                For       For          Management
3     Elect Eileen Mallesch                   For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
5     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
6     Shareholder Proposal Regarding          Against   Abstain      Shareholder
      Cage-Free Eggs
7     Repeal of Classified Board              For       For          Management
8     Elimination of Supermajority            For       For          Management
      Requirement
9     Ratification of Auditor                 For       For          Management


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

BOISE INC

Ticker:       BZ             Security ID:  09746Y105
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Carl Albert                       For       For          Management
1.2   Elect Heinrich Lenz                     For       For          Management
1.3   Elect Jason Weiss                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

BOYD GAMING CORP.

Ticker:       BYD            Security ID:  103304101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Boughner                   For       Withhold     Management
1.2   Elect William R. Boyd                   For       Withhold     Management
1.3   Elect William S. Boyd                   For       Withhold     Management
1.4   Elect RIchard  Flaherty                 For       For          Management
1.5   Elect Thomas Girardi                    For       For          Management
1.6   Elect Marianne Boyd Johnson             For       Withhold     Management
1.7   Elect Billy McCoy                       For       For          Management
1.8   Elect Frederick Schwab                  For       For          Management
1.9   Elect Keith Smith                       For       Withhold     Management
1.10  Elect Christine Spadafor                For       For          Management
1.11  Elect Peter Thomas                      For       For          Management
1.12  Elect Veronica Wilson                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     2012 Stock Incentive Plan               For       For          Management


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

BRIGHTPOINT INC.

Ticker:       CELL           Security ID:  109473405
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Ridge                      For       For          Management
1.2   Elect Jerre Stead                       For       For          Management
1.3   Elect Kari-Pekka Wilska                 For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Ratification of Auditor                 For       For          Management


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

BRINK`S CO.

Ticker:       BCO            Security ID:  109696104
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Reginald Hedgebeth                For       For          Management
1.2   Elect Betty Alewine                     For       For          Management
1.3   Elect Michael Herling                   For       For          Management
1.4   Elect Thomas Schievelbein               For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Ratification of Auditor                 For       For          Management


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

BRISTOW GROUP INC

Ticker:       BRS            Security ID:  110394103
Meeting Date: AUG 03, 2011   Meeting Type: Annual
Record Date:  JUN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Amonett                    For       For          Management
1.2   Elect Stephen Cannon                    For       For          Management
1.3   Elect William Chiles                    For       For          Management
1.4   Elect Michael Flick                     For       For          Management
1.5   Elect Ian Godden                        For       For          Management
1.6   Elect Stephen King                      For       For          Management
1.7   Elect Thomas Knudson                    For       For          Management
1.8   Elect John May                          For       For          Management
1.9   Elect Bruce Stover                      For       For          Management
1.10  Elect Ken Tamblyn                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

BROOKLINE BANCORP, INC.

Ticker:       BRKL           Security ID:  11373M107
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Doyle, Jr.                   For       For          Management
1.2   Elect Thomas Hollister                  For       For          Management
1.3   Elect Charles Peck                      For       For          Management
1.4   Elect Paul Perrault                     For       For          Management
1.5   Elect Joseph Slotnik                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

BROOKS AUTOMATION, INC.

Ticker:       BRKS           Security ID:  114340102
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect A. Clinton Allen                  For       For          Management
1.2   Elect Joseph Martin                     For       For          Management
1.3   Elect John McGillicuddy                 For       For          Management
1.4   Elect Krishna Palepu                    For       For          Management
1.5   Elect C.S. Park                         For       For          Management
1.6   Elect Kirk Pond                         For       For          Management
1.7   Elect Stephen Schwartz                  For       For          Management
1.8   Elect Alfred Woollacott III             For       For          Management
1.9   Elect Mark Wrighton                     For       For          Management
2     Amendment to the 1995 Employee Stock    For       For          Management
      Purchase Plan
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Ratification of Auditor                 For       For          Management


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

BUCKEYE TECHNOLOGIES INC.

Ticker:       BKI            Security ID:  118255108
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  SEP 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect George Bryan                      For       For          Management
1.2   Elect R. Howard Cannon                  For       For          Management
1.3   Elect Katherine Buckman Gibson          For       For          Management
2     Ratification of Auditor                 For       For          Management
3     At Risk Incentive Compensation Plan     For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
5     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

CACI INTERNATIONAL INC.

Ticker:       CACI           Security ID:  127190304
Meeting Date: NOV 17, 2011   Meeting Type: Annual
Record Date:  SEP 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Paul Cofoni                       For       For          Management
1.2   Elect James Gilmore III                 For       For          Management
1.3   Elect Gregory Johnson                   For       For          Management
1.4   Elect Richard Leatherwood               For       For          Management
1.5   Elect J.P. London                       For       For          Management
1.6   Elect James Pavitt                      For       For          Management
1.7   Elect Warren Phillips                   For       For          Management
1.8   Elect Charles Revoile                   For       For          Management
1.9   Elect William Wallace                   For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Amendment to the 2006 Stock Incentive   For       For          Management
      Plan
5     Right to Adjourn Meeting                For       Against      Management
6     Ratification of Auditor                 For       For          Management


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

CAL-MAINE FOODS, INC.

Ticker:       CALM           Security ID:  128030202
Meeting Date: SEP 30, 2011   Meeting Type: Annual
Record Date:  AUG 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Fred Adams, Jr.                   For       For          Management
1.2   Elect Adolphus Baker                    For       For          Management
1.3   Elect Timothy Dawson                    For       For          Management
1.4   Elect Letitia Hughes                    For       For          Management
1.5   Elect James Poole                       For       For          Management
1.6   Elect Steve Sanders                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

CALAMOS ASSETS MANAGEMENT INC

Ticker:       CLMS           Security ID:  12811R104
Meeting Date: JUL 21, 2011   Meeting Type: Annual
Record Date:  JUN 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect G. Bradford Bulkley               For       Withhold     Management
1.2   Elect Mitchell Feiger                   For       Withhold     Management
1.3   Elect Richard Gilbert                   For       Withhold     Management
1.4   Elect Arthur Knight                     For       Withhold     Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

CALAMOS ASSETS MANAGEMENT INC

Ticker:       CLMS           Security ID:  12811R104
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect G. Bradford Bulkley               For       For          Management
1.2   Elect Thomas Eggers                     For       For          Management
1.3   Elect Richard Gilbert                   For       For          Management
1.4   Elect Arthur Knight                     For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Ratification of Auditor                 For       For          Management


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

CALLON PETROLEUM CO.

Ticker:       CPE            Security ID:  13123X102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Fred Callon                       For       For          Management
1.2   Elect L. Richard Flury                  For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

CAMBREX CORP.

Ticker:       CBM            Security ID:  132011107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Rosina Dixon                      For       For          Management
2     Elect Kathryn Harrigan                  For       For          Management
3     Elect Leon Hendrix, Jr.                 For       For          Management
4     Elect Ilan Kaufthal                     For       For          Management
5     Elect Steven Klosk                      For       For          Management
6     Elect William Korb                      For       For          Management
7     Elect John Miller                       For       For          Management
8     Elect Peter Tombros                     For       For          Management
9     Advisory Vote on Executive Compensation For       For          Management
10    Authorization to Set Board Size         For       Against      Management
11    Amendments Relating to                  For       For          Management
      Indemnifications of Directors and
      Officers
12    Executive Cash Incentive Plan           For       For          Management
13    2012 Equity Incentive Plan for          For       For          Management
      Non-Employee Directors
14    Ratification of Auditor                 For       For          Management


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

CAPLEASE INC

Ticker:       LSE            Security ID:  140288101
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Paul McDowell                     For       For          Management
1.2   Elect William Pollert                   For       For          Management
1.3   Elect Michael Gagliardi                 For       For          Management
1.4   Elect Catherin Long                     For       For          Management
1.5   Elect Jeffrey Rogatz                    For       For          Management
1.6   Elect Howard Silver                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

CAPSTEAD MORTGAGE CORP.

Ticker:       CMO            Security ID:  14067E506
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jack Biegler                      For       For          Management
1.2   Elect Andrew Jacobs                     For       For          Management
1.3   Elect Gary Keiser                       For       For          Management
1.4   Elect Paul Low                          For       For          Management
1.5   Elect Christopher Mahowald              For       For          Management
1.6   Elect Michael O'Neill                   For       For          Management
1.7   Elect Mark Whiting                      For       For          Management
2     Advisory Vote on the Company's          For       For          Management
      Compensation Philosophy
3     Advisory Vote on Executive Compensation For       For          Management
4     Amendment to the 2004 Flexible          For       For          Management
      Long-Term Incentive Plan
5     Ratification of Auditor                 For       For          Management


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

CASCADE CORP.

Ticker:       CASC           Security ID:  147195101
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Duane McDougall                   For       For          Management
1.2   Elect James  Osterman                   For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Amendment to the Stock Appreciation     For       For          Management
      Rights and Restricted Stock Plan
4     Ratification of Auditor                 For       For          Management


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

CASEY`S GENERAL STORES, INC.

Ticker:       CASY           Security ID:  147528103
Meeting Date: SEP 16, 2011   Meeting Type: Annual
Record Date:  JUL 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Myers                      For       For          Management
1.2   Elect Diane Bridgewater                 For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

CASH AMERICA INTERNATIONAL, INC.

Ticker:       CSH            Security ID:  14754D100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Daniel Berce                      For       For          Management
1.2   Elect Jack Daugherty                    For       Withhold     Management
1.3   Elect Daniel Feehan                     For       Withhold     Management
1.4   Elect Albert Goldstein                  For       Withhold     Management
1.5   Elect James Graves                      For       For          Management
1.6   Elect B.D. Hunter                       For       For          Management
1.7   Elect Timothy McKibben                  For       For          Management
1.8   Elect Alfred Micallef                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Amendment to the Senior Executive       For       For          Management
      Bonus Plan


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

CATHAY GENERAL BANCORP

Ticker:       CATY           Security ID:  149150104
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael Chang                     For       Withhold     Management
1.2   Elect Jane Jelenko                      For       For          Management
1.3   Elect Anthony  Tang                     For       Withhold     Management
1.4   Elect Peter Wu                          For       Withhold     Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

CATO CORP.

Ticker:       CATO           Security ID:  149205106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Cato                         For       For          Management
1.2   Elect Thomas Meckley                    For       For          Management
1.3   Elect Bailey Patrick                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Transaction of Other Business           For       Abstain      Management


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

CBEYOND INC

Ticker:       CBEY           Security ID:  149847105
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect D. Scott Luttrell                 For       For          Management
1.2   Elect Martin Mucci                      For       For          Management
1.3   Elect Bonnie Wurzbacher                 For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

CBIZ INC

Ticker:       CBZ            Security ID:  124805102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Michael DeGroote                  For       Against      Management
2     Elect Todd  Slotkin                     For       For          Management
3     Ratification of Auditor                 For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
5     Transaction of Other Business           For       Abstain      Management


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CBL& ASSOCIATES PROPERTIES, INC.

Ticker:       CBL            Security ID:  124830100
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Foy                          For       For          Management
1.2   Elect Thomas DeRosa                     For       For          Management
1.3   Elect Matthew Dominski                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     2012 Stock Option Plan                  For       Against      Management


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CEC ENTERTAINMENT, INC.

Ticker:       CEC            Security ID:  125137109
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Richard Frank                     For       For          Management
1.2   Elect Tommy Franks                      For       For          Management
1.3   Elect Tim Morris                        For       For          Management
1.4   Elect Louis Neeb                        For       For          Management
1.5   Elect Cynthia Pharr Lee                 For       For          Management
1.6   Elect Raymond Wooldridge                For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Amendment to the Incentive Bonus Plan   For       For          Management
4     Amendment to the 2004 Restricted Stock  For       For          Management
      Plan
5     Ratification of Auditor                 For       For          Management


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

CEDAR SHOPPING CENTERS, INC.

Ticker:       CDR            Security ID:  150602209
Meeting Date: JUN 15, 2012   Meeting Type: Annual
Record Date:  APR 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Burns                       For       For          Management
2     Elect Raghunath Davloor                 For       For          Management
3     Elect Pamela Hootkin                    For       For          Management
4     Elect Paul Kirk, Jr.                    For       For          Management
5     Elect Everett Miller, III               For       For          Management
6     Elect Bruce Schanzer                    For       For          Management
7     Elect Roger Widmann                     For       For          Management
8     2012 Stock Incentive Plan               For       Against      Management
9     Advisory Vote on Executive Compensation For       Against      Management
10    Ratification of Auditor                 For       For          Management


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CENTENE CORP.

Ticker:       CNC            Security ID:  15135B101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert Ditmore                    For       For          Management
1.2   Elect Frederick Eppinger                For       For          Management
1.3   Elect David Steward                     For       For          Management
1.4   Elect Orlando Ayala                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management
4     2012 Stock Incentive Plan               For       Against      Management


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CERADYNE, INC.

Ticker:       CRDN           Security ID:  156710105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joel Moskowitz                    For       For          Management
1.2   Elect Richard Alliegro                  For       For          Management
1.3   Elect Frank Edelstein                   For       For          Management
1.4   Elect Richard Kertson                   For       For          Management
1.5   Elect Milton Lohr                       For       For          Management
1.6   Elect Siegfried M?ssig                  For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

CHEMED CORP.

Ticker:       CHE            Security ID:  16359R103
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kevin McNamara                    For       For          Management
1.2   Elect Joel Gemunder                     For       For          Management
1.3   Elect Patrick Grace                     For       For          Management
1.4   Elect Thomas Hutton                     For       For          Management
1.5   Elect Walter Krebs                      For       Withhold     Management
1.6   Elect Andrea Lindell                    For       Withhold     Management
1.7   Elect Thomas Rice                       For       For          Management
1.8   Elect Donald Saunders                   For       For          Management
1.9   Elect George Walsh III                  For       Withhold     Management
1.10  Elect Frank Wood                        For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management


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

CHEMICAL FINANCIAL CORP.

Ticker:       CHFC           Security ID:  163731102
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gary Anderson                     For       For          Management
1.2   Elect J. Daniel Bernson                 For       For          Management
1.3   Elect Nancy Bowman                      For       For          Management
1.4   Elect James  Fitterling                 For       For          Management
1.5   Elect Thomas Huff                       For       For          Management
1.6   Elect Michael Laethem                   For       For          Management
1.7   Elect James Meyer                       For       For          Management
1.8   Elect Terence Moore                     For       For          Management
1.9   Elect Aloysius Oliver                   For       For          Management
1.10  Elect David Ramaker                     For       For          Management
1.11  Elect Grace Shearer                     For       For          Management
1.12  Elect Larry Stauffer                    For       For          Management
1.13  Elect Franklin Wheatlake                For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Stock Incentive Plan of 2012            For       For          Management


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CHESAPEAKE UTILITIES

Ticker:       CPK            Security ID:  165303108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Eugene Bayard                     For       For          Management
1.2   Elect Thomas Hill, Jr.                  For       For          Management
1.3   Elect Dennis Hudson, III                For       For          Management
1.4   Elect Calvert Morgan, Jr.               For       For          Management
2     Ratification of Auditor                 For       For          Management


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CHIQUITA BRANDS INTERNATIONAL, INC.

Ticker:       CQB            Security ID:  170032809
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Fernando Aguirre                  For       For          Management
1.2   Elect Kerrii Anderson                   For       For          Management
1.3   Elect Howard Barker, Jr.                For       For          Management
1.4   Elect William Camp                      For       Withhold     Management
1.5   Elect Clare Hasler-Lewis                For       For          Management
1.6   Elect Jaime Serra                       For       Withhold     Management
1.7   Elect Jeffrey Simmons                   For       For          Management
1.8   Elect Steven  Stanbrook                 For       Withhold     Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Ratification of Auditor                 For       For          Management


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

CIRRUS LOGIC, INC.

Ticker:       CRUS           Security ID:  172755100
Meeting Date: JUL 28, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael Hackworth                 For       For          Management
1.2   Elect John Carter                       For       For          Management
1.3   Elect Timothy Dehne                     For       For          Management
1.4   Elect Jason Rhode                       For       For          Management
1.5   Elect Alan Schuele                      For       For          Management
1.6   Elect William Sherman                   For       For          Management
1.7   Elect Robert Smith                      For       For          Management
1.8   Elect Susan Wang                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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CITI TRENDS INC

Ticker:       CTRN           Security ID:  17306X102
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Patricia Luzier                   For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     2012 Incentive Plan                     For       Against      Management
4     Ratification of Auditor                 For       For          Management


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

CITY HOLDING CO.

Ticker:       CHCO           Security ID:  177835105
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Elliot                       For       For          Management
1.2   Elect David Hambrick                    For       For          Management
1.3   Elect James Rossi                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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COCA-COLA BOTTLING CO. CONSOLIDATED

Ticker:       COKE           Security ID:  191098102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect J. Frank Harrison,  III           For       For          Management
1.2   Elect H.W. McKay Belk                   For       For          Management
1.3   Elect Alexander Cummings, Jr.           For       For          Management
1.4   Elect Sharon Decker                     For       For          Management
1.5   Elect William Elmore                    For       For          Management
1.6   Elect Morgan Everett                    For       For          Management
1.7   Elect Deborah Everhart                  For       For          Management
1.8   Elect Henry Flint                       For       For          Management
1.9   Elect William Jones                     For       For          Management
1.10  Elect James Morgan                      For       For          Management
1.11  Elect John Murrey III                   For       For          Management
1.12  Elect Dennis Wicker                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the Annual Bonus Plan      For       For          Management
4     Amendment to the Long-Term Performance  For       For          Management
      Plan


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

COEUR D`ALENE MINES CORP.

Ticker:       CDE            Security ID:  192108504
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect L.  Michael Bogert                For       For          Management
1.2   Elect James Curran                      For       For          Management
1.3   Elect Sebastian Edwards                 For       For          Management
1.4   Elect Mitchell Krebs                    For       For          Management
1.5   Elect Andrew Lundquist                  For       For          Management
1.6   Elect Robert Mellor                     For       For          Management
1.7   Elect John Robinson                     For       For          Management
1.8   Elect J. Kenneth Thompson               For       For          Management
1.9   Elect Timothy Winterer                  For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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COGDELL SPENCER INC

Ticker:       CSA            Security ID:  19238U107
Meeting Date: MAR 09, 2012   Meeting Type: Special
Record Date:  FEB 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Merger/Acquisition                      For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management
3     Right to Adjourn Meeting                For       Against      Management


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

COINSTAR, INC.

Ticker:       CSTR           Security ID:  19259P300
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Paul Davis                        For       For          Management
2     Elect Nelson Chan                       For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Ratification of Auditor                 For       For          Management


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

COMMUNITY BANK SYSTEM, INC.

Ticker:       CBU            Security ID:  203607106
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Neil Fesette                      For       For          Management
1.2   Elect Sally Steele                      For       For          Management
1.3   Elect Mark Tryniski                     For       For          Management
1.4   Elect Alfred Whittet                    For       For          Management
1.5   Elect James Wilson                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

COMMUNITY TRUST BANCORP, INC.

Ticker:       CTBI           Security ID:  204149108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Charles Baird                     For       For          Management
1.2   Elect Nick Carter                       For       For          Management
1.3   Elect Nick Cooley                       For       For          Management
1.4   Elect Jean Hale                         For       For          Management
1.5   Elect James McGhee II                   For       For          Management
1.6   Elect M. Lynn Parrish                   For       For          Management
1.7   Elect James Ramsey                      For       For          Management
1.8   Elect Anthony St. Charles               For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Reapproval of the 2006 Stock Ownership  For       For          Management
      Incentive Plan


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COMSTOCK RESOURCES, INC.

Ticker:       CRK            Security ID:  205768203
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Roland Burns                      For       For          Management
1.2   Elect David Lockett                     For       Withhold     Management
1.3   Elect Frederic Sewell                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management
4     2012 Incentive Compensation Plan        For       For          Management


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COMTECH TELECOMMUNICATIONS CORP.

Ticker:       CMTL           Security ID:  205826209
Meeting Date: JAN 13, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ira Kaplan                        For       For          Management
1.2   Elect Stanton Sloane                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2000 Stock Incentive   For       For          Management
      Plan
4     Advisory Vote on Executive Compensation For       Against      Management
5     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
6     Amendments to Bylaws Concerning the     For       For          Management
      Separation of Chairman and CEO Roles
7     Amendments to Bylaws Relating to        For       For          Management
      Stockholder Nominations for Election
      of Directors
8     Amendments to Bylaws Relating to        For       For          Management
      Notice Requirements for Stockholder
      Proposals


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

CONSOLIDATED GRAPHICS, INC.

Ticker:       CGX            Security ID:  209341106
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUL 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joe Davis                         For       For          Management
1.2   Elect Todd Reppert                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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CONTANGO OIL & GAS COMPANY

Ticker:       MCF            Security ID:  21075N204
Meeting Date: DEC 01, 2011   Meeting Type: Annual
Record Date:  OCT 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Kenneth Peak                      For       For          Management
2     Elect B.A. Berilgen                     For       For          Management
3     Elect Jay Brehmer                       For       For          Management
4     Elect Charles Reimer                    For       For          Management
5     Elect Steven Schoonover                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
8     Ratification of Auditor                 For       For          Management


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

CONTINUCARE CORP.

Ticker:       CNU            Security ID:  212172100
Meeting Date: AUG 22, 2011   Meeting Type: Special
Record Date:  JUL 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Merger/Acquisition                      For       For          Management
2     Right to Adjourn Meeting                For       Against      Management


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

CORE-MARK HLDG CO INC

Ticker:       CORE           Security ID:  218681104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robert Allen                      For       For          Management
2     Elect Stuart Booth                      For       For          Management
3     Elect Gary Colter                       For       For          Management
4     Elect Robert Gross                      For       For          Management
5     Elect L. William Krause                 For       For          Management
6     Elect Harvey Tepner                     For       For          Management
7     Elect Randolph Thornton                 For       For          Management
8     Elect J. Michael Walsh                  For       For          Management
9     Advisory Vote on Executive Compensation For       For          Management
10    Ratification of Auditor                 For       For          Management


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

CORVEL CORP.

Ticker:       CRVL           Security ID:  221006109
Meeting Date: AUG 04, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect V. Gordon Clemons                 For       For          Management
1.2   Elect Steven Hamerslag                  For       For          Management
1.3   Elect Alan Hoops                        For       For          Management
1.4   Elect R. Judd Jessup                    For       For          Management
1.5   Elect Jean Macino                       For       For          Management
1.6   Elect Jeffrey Michael                   For       For          Management
2     Increase of Authorized Common Stock     For       For          Management
3     Amendment to the Omnibus Incentive Plan For       For          Management
4     Reapproval of the Performance Goals     For       For          Management
      Under the Omnibus Incentive Plan
5     Advisory Vote on Executive Compensation For       For          Management
6     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation
7     Ratification of Auditor                 For       For          Management
8     Transaction of Other Business           For       Abstain      Management


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

COVENTRY HEALTH CARE INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Daniel Mendelson                  For       For          Management
2     Elect Rodman Moorhead, III              For       For          Management
3     Elect Timothy Weglicki                  For       For          Management
4     Repeal of Classified Board              For       For          Management
5     Amendment to Supermajority Requirement  For       Against      Management
6     Ratification of Auditor                 For       For          Management
7     Advisory Vote on Executive Compensation For       Against      Management
8     Shareholder Proposal Regarding          Against   Abstain      Shareholder
      Political Contributions and
      Expenditure Report


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

CRACKER BARREL OLD COUNTRY STORE INC

Ticker:       CBRL           Security ID:  22410J106
Meeting Date: DEC 20, 2011   Meeting Type: Annual
Record Date:  OCT 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Bradford                    For       Did not vote Management
1.2   Elect Sandra Cochran                    For       Did not vote Management
1.3   Elect Robert Dale                       For       Did not vote Management
1.4   Elect Richard Dobkin                    For       Did not vote Management
1.5   Elect Charles Jones, Jr.                For       Did not vote Management
1.6   Elect B.F. Lowery                       For       Did not vote Management
1.7   Elect William McCarten                  For       Did not vote Management
1.8   Elect Martha Mitchell                   For       Did not vote Management
1.9   Elect Coleman Peterson                  For       Did not vote Management
1.10  Elect Andrea Weiss                      For       Did not vote Management
1.11  Elect Michael Woodhouse                 For       Did not vote Management
2     Adoption of Shareholder Rights Plan     For       Did not vote Management
3     Advisory Vote on Executive Compensation For       Did not vote Management
4     Frequency of Advisory Vote on           1 Year    Did not vote Management
      Executive Compensation
5     Restructuring                           For       Did not vote Management
6     Ratification of Auditor                 For       Did not vote Management
1.1   Elect Sardar Biglari                    Do Not    For          Management
                                              Vote
1.2   Elect James Bradford                    Do Not    For          Management
                                              Vote
1.3   Elect Sandra Cochran                    Do Not    For          Management
                                              Vote
1.4   Elect Robert Dale                       Do Not    For          Management
                                              Vote
1.5   Elect Richard Dobkin                    Do Not    For          Management
                                              Vote
1.6   Elect B.F. Lowery                       Do Not    For          Management
                                              Vote
1.7   Elect William McCarten                  Do Not    For          Management
                                              Vote
1.8   Elect Martha Mitchell                   Do Not    For          Management
                                              Vote
1.9   Elect Coleman Peterson                  Do Not    For          Management
                                              Vote
1.10  Elect Andrea Weiss                      Do Not    For          Management
                                              Vote
1.11  Elect Michael Woodhouse                 Do Not    For          Management
                                              Vote
2     Adoption of Shareholder Rights Plan     Do Not    Against      Management
                                              Vote
3     Advisory Vote on Executive Compensation Do Not    For          Management
                                              Vote
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Restructuring                           Do Not    For          Management
                                              Vote
6     Ratification of Auditor                 Do Not    For          Management
                                              Vote
1.1   Elect James Bradford                    For       Did not vote Management
1.2   Elect Sandra Cochran                    For       Did not vote Management
1.3   Elect Robert Dale                       For       Did not vote Management
1.4   Elect Richard Dobkin                    For       Did not vote Management
1.5   Elect Charles Jones, Jr.                For       Did not vote Management
1.6   Elect B.F. Lowery                       For       Did not vote Management
1.7   Elect William McCarten                  For       Did not vote Management
1.8   Elect Martha Mitchell                   For       Did not vote Management
1.9   Elect Coleman Peterson                  For       Did not vote Management
1.10  Elect Andrea Weiss                      For       Did not vote Management
1.11  Elect Michael Woodhouse                 For       Did not vote Management
2     Adoption of Shareholder Rights Plan     For       Did not vote Management
3     Advisory Vote on Executive Compensation For       Did not vote Management
4     Frequency of Advisory Vote on           1 Year    Did not vote Management
      Executive Compensation
5     Restructuring                           For       Did not vote Management
6     Ratification of Auditor                 For       Did not vote Management


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

CROSS COUNTRY HEALTHCARES, INC.

Ticker:       CCRN           Security ID:  227483104
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joseph Boshart                    For       For          Management
1.2   Elect Emil Hensel                       For       For          Management
1.3   Elect W. Larry Cash                     For       For          Management
1.4   Elect Thomas Dircks                     For       For          Management
1.5   Elect Gale Fitzgerald                   For       For          Management
1.6   Elect Richard M. Mastaler               For       For          Management
1.7   Elect Joseph Trunfio                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

CRYOLIFE, INC.

Ticker:       CRY            Security ID:  228903100
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Steven Anderson                   For       For          Management
1.2   Elect Thomas Ackerman                   For       For          Management
1.3   Elect James Benson                      For       For          Management
1.4   Elect Daniel Bevevino                   For       For          Management
1.5   Elect Ronald Elkins                     For       For          Management
1.6   Elect Ronald McCall                     For       For          Management
1.7   Elect Harvey Morgan                     For       For          Management
1.8   Elect Jon Salveson                      For       For          Management
2     Advisory Vote on Executive Compensation For       Against      Management
3     Amendment to the 2009 Stock Incentive   For       For          Management
      Plan
4     Ratification of Auditor                 For       For          Management


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

CSG SYSTEMS INTERNATIONAL INC.

Ticker:       CSGS           Security ID:  126349109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Peter Kalan                       For       For          Management
1.2   Elect Frank Sica                        For       For          Management
1.3   Elect James Unruh                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

CSS INDUSTRIES, INC.

Ticker:       CSS            Security ID:  125906107
Meeting Date: AUG 02, 2011   Meeting Type: Annual
Record Date:  JUN 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Scott Beaumont                    For       For          Management
1.2   Elect James Bromley                     For       For          Management
1.3   Elect Jack Farber                       For       For          Management
1.4   Elect John Gavin                        For       For          Management
1.5   Elect James Ksansnak                    For       For          Management
1.6   Elect Rebecca Matthias                  For       For          Management
1.7   Elect Christopher Munyan                For       For          Management
2     2011 Stock Option Plan for              For       For          Management
      Non-Employee Directors
3     Ratification of Auditor                 For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
5     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

CUBIC CORP.

Ticker:       CUB            Security ID:  229669106
Meeting Date: FEB 28, 2012   Meeting Type: Annual
Record Date:  DEC 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Walter  J. Zable                  For       Withhold     Management
1.2   Elect Walter  C. Zable                  For       Withhold     Management
1.3   Elect Bruce Blakley                     For       For          Management
1.4   Elect William Boyle                     For       Withhold     Management
1.5   Elect Edwin Guiles                      For       For          Management
1.6   Elect Robert Sullivan                   For       For          Management
1.7   Elect John Warner, Jr.                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

CURTISS-WRIGHT CORP.

Ticker:       CW             Security ID:  231561101
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Martin Benante                    For       For          Management
1.2   Elect Dean Flatt                        For       For          Management
1.3   Elect S. Marce Fuller                   For       For          Management
1.4   Elect Allen Kozinski                    For       For          Management
1.5   Elect John Myers                        For       For          Management
1.6   Elect John Nathman                      For       For          Management
1.7   Elect Robert Rivet                      For       For          Management
1.8   Elect William Sihler                    For       For          Management
1.9   Elect Albert Smith                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

CVB FINANCIAL CORP.

Ticker:       CVBF           Security ID:  126600105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect George Borba                      For       Withhold     Management
1.2   Elect John Borba                        For       Withhold     Management
1.3   Elect Robert Jacoby                     For       For          Management
1.4   Elect Ronald Kruse                      For       For          Management
1.5   Elect Christopher Myers                 For       Withhold     Management
1.6   Elect James Seley                       For       For          Management
1.7   Elect San Vaccaro                       For       For          Management
1.8   Elect D. Linn Wiley                     For       For          Management
2     Ratification of Auditor                 For       For          Management


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

CYBERONICS, INC.

Ticker:       CYBX           Security ID:  23251P102
Meeting Date: SEP 22, 2011   Meeting Type: Annual
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Guy Jackson                       For       For          Management
1.2   Elect Joseph E. Laptewicz               For       For          Management
1.3   Elect Daniel Moore                      For       For          Management
1.4   Elect Hugh Morrison                     For       For          Management
1.5   Elect Alfred Novak                      For       For          Management
1.6   Elect Arthur Rosenthal                  For       For          Management
1.7   Elect John Tremmel                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

DELUXE CORP.

Ticker:       DLX            Security ID:  248019101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ronald Baldwin                    For       For          Management
1.2   Elect Charles Haggerty                  For       For          Management
1.3   Elect Don McGrath                       For       For          Management
1.4   Elect Cheryl McKissack                  For       For          Management
1.5   Elect Neil Metviner                     For       For          Management
1.6   Elect Stephen Nachtsheim                For       For          Management
1.7   Elect Mary O'Dwyer                      For       For          Management
1.8   Elect Martyn Redgrave                   For       For          Management
1.9   Elect Lee Schram                        For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     2012 Annual Incentive Award Plan        For       For          Management
4     2012 Long-Term Incentive Plan           For       Against      Management
5     Ratification of Auditor                 For       For          Management


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  SEP 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Christopher Begley                For       For          Management
1.2   Elect David Brown                       For       For          Management
1.3   Elect Gary Butler                       For       For          Management
1.4   Elect Lisa Pickrum                      For       For          Management
1.5   Elect Fernando Ruiz                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

DFC GLOBAL CORP

Ticker:       DLLR           Security ID:  23324T107
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jeffrey Weiss                     For       For          Management
1.2   Elect Ronald McLaughlin                 For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

DHT HOLDINGS INC

Ticker:       DHT            Security ID:  Y2065G105
Meeting Date: JUN 26, 2012   Meeting Type: Annual
Record Date:  MAY 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Erik Lind                         For       For          Management
1.2   Elect Rolf Wikborg                      For       For          Management
2     Reverse Stock Split                     For       For          Management
3     2012 Incentive Compensation Plan        For       Against      Management
4     Ratification of Auditor                 For       For          Management


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

DIGI INTERNATIONAL, INC.

Ticker:       DGII           Security ID:  253798102
Meeting Date: JAN 23, 2012   Meeting Type: Annual
Record Date:  NOV 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kenneth Millard                   For       For          Management
1.2   Elect William Priesmeyer                For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

DILLARD`S INC.

Ticker:       DDS            Security ID:  254067101
Meeting Date: MAY 19, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect R. Brad Martin                    For       For          Management
2     Elect Frank Mori                        For       For          Management
3     Elect J.C. Watts, Jr.                   For       For          Management
4     Elect Nick White                        For       For          Management
5     Ratification of Auditor                 For       For          Management


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

DIME COMMUNITY BANCSHARES, INC

Ticker:       DCOM           Security ID:  253922108
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael Devine                    For       Withhold     Management
1.2   Elect Anthony Bergamo                   For       For          Management
1.3   Elect Joseph Perry                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

DOLAN CO

Ticker:       DM             Security ID:  25659P402
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Anton  Christianson               For       For          Management
1.2   Elect Bill Fairfield                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

DYNAMICS RESEARCH CORP.

Ticker:       DRCO           Security ID:  268057106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect George Babbitt, Jr.               For       For          Management
1.2   Elect Charles McCausland                For       For          Management
1.3   Elect W. Scott Thompson                 For       For          Management
2     2011 Employee Stock Purchase Plan       For       For          Management
3     2012 Executive Long-Term Incentive Plan For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management


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

DYNEX CAPITAL, INC.

Ticker:       DX             Security ID:  26817Q506
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Akin                       For       For          Management
1.2   Elect Byron Boston                      For       For          Management
1.3   Elect Michael Hughes                    For       For          Management
1.4   Elect Barry Igdaloff                    For       For          Management
1.5   Elect Daniel Osborne                    For       For          Management
1.6   Elect James Wheat III                   For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

EAGLE BULK SHIPPING INC

Ticker:       EGLE           Security ID:  Y2187A101
Meeting Date: NOV 17, 2011   Meeting Type: Special
Record Date:  OCT 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reverse Stock Split                     For       For          Management
2     2011 Equity Incentive Plan              For       Against      Management


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

EAGLE BULK SHIPPING INC

Ticker:       EGLE           Security ID:  Y2187A101
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jon Tomasson                      For       For          Management
1.2   Elect Sophocles Zoullas                 For       For          Management
2     Ratification of Auditor                 For       For          Management


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

EARTHLINK INC

Ticker:       ELNK           Security ID:  270321102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Susan Bowick                      For       For          Management
2     Elect S. Marce Fuller                   For       For          Management
3     Elect Rolla P. Huff                     For       For          Management
4     Elect David Koretz                      For       For          Management
5     Elect Garry McGuire                     For       For          Management
6     Elect Thomas Wheeler                    For       For          Management
7     Elect M. Wayne Wisehart                 For       For          Management
8     Advisory Vote on Executive Compensation For       For          Management
9     Ratification of Auditor                 For       For          Management


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

EAST WEST BANCORP, INC.

Ticker:       EWBC           Security ID:  27579R104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Iris Chan                         For       For          Management
1.2   Elect Rudolph Estrada                   For       For          Management
1.3   Elect Julia Gouw                        For       For          Management
1.4   Elect Paul Irving                       For       For          Management
1.5   Elect Andrew Kane                       For       For          Management
1.6   Elect John Lee                          For       For          Management
1.7   Elect Herman Li                         For       For          Management
1.8   Elect Jack Liu                          For       For          Management
1.9   Elect Dominic Ng                        For       For          Management
1.10  Elect Keith Renken                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the Performance-Based      For       For          Management
      Bonus Plan
4     Advisory Vote on Executive Compensation For       Against      Management


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

ECHOSTAR CORP

Ticker:       SATS           Security ID:  278768106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect R. Stanton Dodge                  For       For          Management
1.2   Elect Michael Dugan                     For       For          Management
1.3   Elect Charles Ergen                     For       For          Management
1.4   Elect Anthony Federico                  For       For          Management
1.5   Elect Pradman Kaul                      For       For          Management
1.6   Elect Tom Ortolf                        For       For          Management
1.7   Elect C. Michael Schroeder              For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Transaction of Other Business           For       Abstain      Management


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

EL PASO ELECTRIC COMPANY

Ticker:       ELPAQ          Security ID:  283677854
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Harris                      For       For          Management
1.2   Elect Stephen Wertheimer                For       For          Management
1.3   Elect Charles Yamarone                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

ELECTRO RENT CORP.

Ticker:       ELRC           Security ID:  285218103
Meeting Date: OCT 13, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gerald Barrone                    For       For          Management
1.2   Elect Nancy Bekavac                     For       For          Management
1.3   Elect Karen Curtin                      For       For          Management
1.4   Elect Theodore Guth                     For       For          Management
1.5   Elect Daniel Greenberg                  For       For          Management
1.6   Elect Joseph Kearns                     For       For          Management
1.7   Elect James Pignatelli                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

ELIZABETH ARDEN INC

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 09, 2011   Meeting Type: Annual
Record Date:  SEP 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect E. Scott Beattie                  For       For          Management
2     Elect Fred Berens                       For       For          Management
3     Elect Maura Clark                       For       For          Management
4     Elect Richard Mauran                    For       For          Management
5     Elect William Tatham                    For       For          Management
6     Elect J. W. Nevil Thomas                For       For          Management
7     Elect A. Salman Amin                    For       For          Management
8     Advisory Vote on Executive Compensation For       For          Management
9     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
10    2011 Employee Stock Purchase Plan       For       For          Management
11    Ratification of Auditor                 For       For          Management


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

EMPIRE DISTRICT ELECTRIC CO.

Ticker:       EDE            Security ID:  291641108
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect D. Randy Laney                    For       For          Management
1.2   Elect Bonnie Lind                       For       For          Management
1.3   Elect B. Thomas Mueller                 For       For          Management
1.4   Elect Paul Portney                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

EMPLOYERS HOLDINGS INC

Ticker:       EIG            Security ID:  292218104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Valerie Glenn                     For       For          Management
1.2   Elect Ronald Mosher                     For       For          Management
1.3   Elect Katherine Ong                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

ENCORE CAPITAL GROUP, INC.

Ticker:       ECPG           Security ID:  292554102
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect J. Brandon Black                  For       For          Management
1.2   Elect George Lund                       For       For          Management
1.3   Elect Willem Mesdag                     For       For          Management
1.4   Elect Francis Quinlan                   For       For          Management
1.5   Elect Norman Sorensen                   For       For          Management
1.6   Elect J. Christopher Teets              For       For          Management
1.7   Elect H. Ronald Weissman                For       For          Management
1.8   Elect Warren Wilcox                     For       For          Management
2     Ratification of Auditor                 For       For          Management


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

ENERGEN CORP.

Ticker:       EGN            Security ID:  29265N108
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Judy Merritt                      For       For          Management
1.2   Elect Stephen Snider                    For       For          Management
1.3   Elect Gary Youngblood                   For       For          Management
1.4   Elect Jay Grinney                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding          Against   For          Shareholder
      Declassification of the Board


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

ENNIS INC.

Ticker:       EBF            Security ID:  293389102
Meeting Date: JUN 28, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Godfrey Long, Jr.                 For       For          Management
1.2   Elect Thomas Price                      For       For          Management
1.3   Elect Alejandro Quiroz                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Transaction of Other Business           For       Abstain      Management


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

ENTERCOM COMMUNICATIONS CORP

Ticker:       ETM            Security ID:  293639100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect David Berkman                     For       For          Management
1.2   Elect Daniel Gold                       For       For          Management
1.3   Elect Joseph Field                      For       Withhold     Management
1.4   Elect David Field                       For       Withhold     Management
1.5   Elect John Donlevie                     For       Withhold     Management
1.6   Elect Robert Wiesenthal                 For       For          Management
1.7   Elect Michael Wolf                      For       For          Management
2     Re-Approval of the Annual Incentive     For       For          Management
      Plan
3     Ratification of Auditor                 For       For          Management


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

ESTERLINE TECHNOLOGIES CORP

Ticker:       ESL            Security ID:  297425100
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  JAN 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Delores Etter                     For       For          Management
2     Elect Mary Howell                       For       For          Management
3     Elect Jerry Leitman                     For       For          Management
4     Elect Gary Pruitt                       For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management
6     Ratification of Auditor                 For       For          Management


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

EXCEL MARITIME CARRIERS LTD.

Ticker:       EXM            Security ID:  V3267N107
Meeting Date: OCT 19, 2011   Meeting Type: Annual
Record Date:  SEP 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gabriel Panayotides               For       For          Management
1.2   Elect Hans-Juergen Mende                For       For          Management
1.3   Elect Frithjof Platou                   For       For          Management
1.4   Elect Evangelos Macris                  For       For          Management
1.5   Elect Apostolos Kontoyannis             For       For          Management
1.6   Elect Trevor Williams                   For       For          Management
2     Appointment of Auditor                  For       For          Management


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

EXIDE TECHNOLOGIES

Ticker:       EX             Security ID:  302051206
Meeting Date: SEP 16, 2011   Meeting Type: Annual
Record Date:  JUL 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Herbert Aspbury                   For       For          Management
1.2   Elect James Bolch                       For       For          Management
1.3   Elect Michael D'Appolonia               For       For          Management
1.4   Elect David Ferguson                    For       For          Management
1.5   Elect John O'Higgins                    For       For          Management
1.6   Elect Dominic Pileggi                   For       For          Management
1.7   Elect John Reilly                       For       For          Management
1.8   Elect Michael Ressner                   For       For          Management
1.9   Elect Carroll Wetzel, Jr.               For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

FAIR, ISAAC CORP.

Ticker:       FICO           Security ID:  303250104
Meeting Date: FEB 07, 2012   Meeting Type: Annual
Record Date:  DEC 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect A. George Battle                  For       For          Management
2     Elect Nicholas Graziano                 For       For          Management
3     Elect Mark Greene                       For       For          Management
4     Elect James  Kirsner                    For       For          Management
5     Elect William Lansing                   For       For          Management
6     Elect Rahul Merchant                    For       For          Management
7     Elect David Rey                         For       For          Management
8     Elect Duane White                       For       For          Management
9     2012 Long-Term Incentive Plan           For       Against      Management
10    Advisory Vote on Executive Compensation For       For          Management
11    Ratification of Auditor                 For       For          Management


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

FAIRPOINT COMMUNICATIONS INC

Ticker:       FRP            Security ID:  305560302
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Todd Arden                        For       For          Management
1.2   Elect Dennis Austin                     For       For          Management
1.3   Elect Edward Horowitz                   For       For          Management
1.4   Elect Michael  Mahoney                  For       For          Management
1.5   Elect Michael Robinson                  For       For          Management
1.6   Elect Paul Sunu                         For       For          Management
1.7   Elect David Treadwell                   For       For          Management
1.8   Elect Wayne Wilson                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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

FBL FINANCIAL GROUP, INC.

Ticker:       FFG            Security ID:  30239F106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Roger Brooks                      For       For          Management
1.2   Elect Jerry Chicoine                    For       For          Management
1.3   Elect Tim Gill                          For       For          Management
1.4   Elect Robert Hanson                     For       For          Management
1.5   Elect James Hohmann                     For       For          Management
1.6   Elect Paul Larson                       For       For          Management
1.7   Elect Edward Mehrer                     For       For          Management
1.8   Elect John Walker                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Approval of Officer Performance Goals   For       For          Management
4     Ratification of Auditor                 For       For          Management
5     Transaction of Other Business           For       Abstain      Management


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

FINANCIAL INSTITUTIONS INC.

Ticker:       FIISO          Security ID:  317585404
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Karl Anderson, Jr.                For       For          Management
1.2   Elect Erland Kailbourne                 For       For          Management
1.3   Elect Robert Latella                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

FINISH LINE, INC.

Ticker:       FINL           Security ID:  317923100
Meeting Date: JUL 21, 2011   Meeting Type: Annual
Record Date:  MAY 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Glenn Lyon                        For       For          Management
1.2   Elect Dolores Kunda                     For       For          Management
1.3   Elect Mark Landau                       For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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

FIRST AMERICAN FINANCIAL CORPORATION

Ticker:       FAF            Security ID:  31847R102
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect George Argyros                    For       Withhold     Management
1.2   Elect Dennis Gilmore                    For       For          Management
1.3   Elect Herbert Tasker                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Approval of the Performance Criteria    For       For          Management
      under the 2010 Incentive Compensation
      Plan
4     Ratification of Auditor                 For       For          Management


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

FIRST COMMUNITY BANCSHARES, INC.

Ticker:       FCBC           Security ID:  31983A103
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect I. Norris Kantor                  For       For          Management
1.2   Elect William Stafford, II              For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     2012 Omnibus Equity Compensation Plan   For       Against      Management


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

FIRST DEFIANCE FINANCIAL CORP.

Ticker:       FDEF           Security ID:  32006W106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Douglas Burgei                    For       For          Management
1.2   Elect Samuel Strausbaugh                For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

FIRST FINANCIAL BANCORP

Ticker:       FFBC           Security ID:  320209109
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect David Barker                      For       For          Management
1.2   Elect Cynthia Booth                     For       For          Management
1.3   Elect Mark Collar                       For       For          Management
1.4   Elect Claude Davis                      For       For          Management
1.5   Elect Murph Knapke                      For       For          Management
1.6   Elect Susan Knust                       For       For          Management
1.7   Elect William Kramer                    For       For          Management
1.8   Elect Maribeth Rahe                     For       For          Management
2     2012 Stock Plan                         For       Against      Management
3     Amendment to the 2009 Non-Employee      For       For          Management
      Director Stock Plan
4     Ratification of Auditor                 For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management


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

FIRST FINANCIAL CORP. - INDIANA

Ticker:       THFF           Security ID:  320218100
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Dinkel                     For       For          Management
1.2   Elect Norman Lowery                     For       For          Management
1.3   Elect William Voges                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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

FIRST INDUSTRIAL REALTY TRUST, INC.

Ticker:       FR             Security ID:  32054K103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Rau                          For       For          Management
1.2   Elect W. Ed Tyler                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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

FIRST MERCHANTS CORP.

Ticker:       FRME           Security ID:  320817109
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William Hoy                       For       For          Management
1.2   Elect Patrick Sherman                   For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


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

FIRST PACTRUST BANCORP INC

Ticker:       BANC           Security ID:  33589V101
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gregory Mitchell                  For       For          Management
1.2   Elect Chad Brownstein                   For       For          Management
1.3   Elect Jeff Karish                       For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management


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

FIRSTMERIT CORP.

Ticker:       FMER           Security ID:  337915102
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Steven Baer                       For       Withhold     Management
1.2   Elect Karen Belden                      For       For          Management
1.3   Elect R. Cary Blair                     For       For          Management
1.4   Elect John Blickle                      For       For          Management
1.5   Elect Robert Briggs                     For       Withhold     Management
1.6   Elect Richard Colella                   For       Withhold     Management
1.7   Elect Gina France                       For       For          Management
1.8   Elect Paul Greig                        For       Withhold     Management
1.9   Elect Terry Haines                      For       For          Management
1.10  Elect J. Michael Hochschwender          For       For          Management
1.11  Elect Clifford Isroff                   For       For          Management
1.12  Elect Philip Lloyd, II                  For       Withhold     Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management


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FIVE STAR QUALITY CARE, INC.

Ticker:       FVE            Security ID:  33832D106
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Donna Fraiche                     For       For          Management
2     Elect Gerard Martin                     For       Abstain      Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Ratification of Auditor                 For       For          Management


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FLUSHING FINANCIAL CORP.

Ticker:       FFIC           Security ID:  343873105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Steven D'Iorio                    For       For          Management
1.2   Elect Louis Grassi                      For       For          Management
1.3   Elect Sam Han                           For       For          Management
1.4   Elect John Roe, Sr.                     For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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FRESH DEL MONTE PRODUCE NV

Ticker:       FDP            Security ID:  G36738105
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mohammad Abu-Ghazaleh             For       For          Management
2     Elect Hani El-Naffy                     For       For          Management
3     Elect John Dalton                       For       For          Management
4     Approval of Financial Statements        For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Allocation of Dividends                 For       For          Management
7     Advisory Vote on Executive Compensation For       Against      Management


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FRONTLINE LTD

Ticker:       FRO            Security ID:  G3682E127
Meeting Date: SEP 23, 2011   Meeting Type: Annual
Record Date:  JUL 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect John Fredriksen                   For       For          Management
2     Elect Kate Blankenship                  For       For          Management
3     Elect Tony Curry                        For       For          Management
4     Elect Cecilie Fredriksen                For       For          Management
5     Appointment of Auditor and Authority    For       For          Management
      to Set Fees
6     Directors' Fees                         For       For          Management


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G & K SERVICES, INC.

Ticker:       GKSR           Security ID:  361268105
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  SEP 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Lynn Crump-Caine                  For       For          Management
1.2   Elect J. Patrick Doyle                  For       For          Management
1.3   Elect M. Lenny Pippin                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           3 Years   2 Years      Management
      Executive Compensation


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GENCO SHIPPING & TRADING LIMITED

Ticker:       GNK            Security ID:  Y2685T107
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Basil Mavroleon                   For       For          Management
1.2   Elect Robert North                      For       For          Management
1.3   Elect Harry Perrin                      For       For          Management
2     2012 Equity Incentive Plan              For       Against      Management
3     Ratification of Auditor                 For       For          Management


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GENCORP INC.

Ticker:       GY             Security ID:  368682100
Meeting Date: MAR 28, 2012   Meeting Type: Annual
Record Date:  JAN 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Corcoran                   For       For          Management
1.2   Elect James Henderson                   For       For          Management
1.3   Elect Warren Lichtenstein               For       Withhold     Management
1.4   Elect David Lorber                      For       For          Management
1.5   Elect James Perry                       For       For          Management
1.6   Elect Scott Seymour                     For       For          Management
1.7   Elect Martin Turchin                    For       For          Management
1.8   Elect Robert Woods                      For       For          Management
2     Amendment to the 2009 Equity and        For       For          Management
      Performance Incentive Plan
3     Advisory Vote on Executive Compensation For       For          Management
4     Ratification of Auditor                 For       For          Management


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GENERAL COMMUNICATONS INC.

Ticker:       GNCMA          Security ID:  369385109
Meeting Date: JUN 25, 2012   Meeting Type: Annual
Record Date:  APR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Stephen Brett                     For       For          Management
1.2   Elect Ronald Duncan                     For       For          Management
1.3   Elect Stephen Mooney                    For       For          Management
2     Ratification of Auditor                 For       For          Management


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GENTIVA HEALTH SERVICES INC

Ticker:       GTIV           Security ID:  37247A102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robert Forman, Jr.                For       For          Management
2     Elect Victor Ganzi                      For       For          Management
3     Elect Philip Lochner, Jr.               For       For          Management
4     Elect Stuart Olsten                     For       For          Management
5     Elect Sheldon Retchin                   For       For          Management
6     Elect Tony Strange                      For       For          Management
7     Elect Raymond Troubh                    For       For          Management
8     Elect Rodney Windley                    For       For          Management
9     Ratification of Auditor                 For       For          Management
10    Advisory Vote on Executive Compensation For       Against      Management
11    Amendment to the Stock and Deferred     For       Against      Management
      Compensation Plan for Non-Employee
      Directors
12    Amendment to the Employee Stock         For       For          Management
      Purchase Plan


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GEO GROUP, INC.

Ticker:       GEO            Security ID:  36159R103
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Clarence Anthony                  For       For          Management
1.2   Elect Norman Carlson                    For       For          Management
1.3   Elect Anne Foreman                      For       For          Management
1.4   Elect Richard Glanton                   For       For          Management
1.5   Elect Christopher Wheeler               For       For          Management
1.6   Elect George Zoley                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management
4     2011 Employee Stock Purchase Plan       For       For          Management
5     Shareholder Proposal Regarding          Against   For          Shareholder
      Majority Vote for Election of Directors
6     Shareholder Proposal Regarding Review   Against   Abstain      Shareholder
      of Human Rights Policies
7     Shareholder Proposal Regarding          Against   Abstain      Shareholder
      Lobbying Report
8     Transaction of Other Business           For       Abstain      Management


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GEOEYE INC

Ticker:       GEOY           Security ID:  37250W108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Abrahamson                  For       Withhold     Management
1.2   Elect Joseph Ahearn                     For       Withhold     Management
1.3   Elect Michael Carns                     For       Withhold     Management
1.4   Elect Martin Faga                       For       Withhold     Management
1.5   Elect Michael Horn, Sr.                 For       Withhold     Management
1.6   Elect Lawrence Hough                    For       Withhold     Management
1.7   Elect Roberta Lenczowski                For       Withhold     Management
1.8   Elect Matthew O'Connell                 For       Withhold     Management
1.9   Elect James Simon, Jr.                  For       Withhold     Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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GETTY REALTY CORP.

Ticker:       GTY            Security ID:  374297109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Leo Liebowitz                     For       For          Management
2     Elect Milton Cooper                     For       For          Management
3     Elect Philip Coviello                   For       For          Management
4     Elect David Driscoll                    For       For          Management
5     Elect Richard Montag                    For       For          Management
6     Elect Howard Safenowitz                 For       For          Management
7     Advisory Vote on Executive Compensation For       For          Management
8     Ratification of Auditor                 For       For          Management


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