UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                 Investment Company Act file number 811-10487

                            Hotchkis and Wiley Funds
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                (Exact name of registrant as specified in charter)

725 S. Figueroa Street, 39th Floor, Los Angeles, CA                  90017
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(Address of principal executive offices)                          (Zip code)

                                 Anna Marie Lopez
                        725 S. Figueroa Street, 39th Floor
                              Los Angeles, CA 90017
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                     (Name and address of agent for service)

Registrant telephone number, including area code: 1-213-430-1000

Date of fiscal year end: June 30, 2013

Date of reporting period: July 1, 2012 to June 30, 2013





==================== Hotchkis and Wiley Capital Income Fund ====================


ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Reappoint KPMG Audit plc as Auditors    For       For          Management
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5(a)  Re-elect Leif Johansson as Director     For       For          Management
5(b)  Elect Pascal Soriot as Director         For       For          Management
5(c)  Re-elect Simon Lowth as Director        For       For          Management
5(d)  Re-elect Genevieve Berger as Director   For       For          Management
5(e)  Re-elect Bruce Burlington as Director   For       For          Management
5(f)  Re-elect Graham Chipchase as Director   For       For          Management
5(g)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(h)  Re-elect Rudy Markham as Director       For       For          Management
5(i)  Re-elect Nancy Rothwell as Director     For       For          Management
5(j)  Re-elect Shriti Vadera as Director      For       For          Management
5(k)  Re-elect John Varley as Director        For       For          Management
5(l)  Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise EU Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
11    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: AUG 01, 2012   Meeting Type: Annual
Record Date:  JUN 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jens Alder               For       For          Management
2     Elect Director Raymond J. Bromark       For       For          Management
3     Elect Director Gary J. Fernandes        For       For          Management
4     Elect Director Rohit Kapoor             For       For          Management
5     Elect Director Kay Koplovitz            For       For          Management
6     Elect Director Christopher B. Lofgren   For       For          Management
7     Elect Director William E. McCracken     For       For          Management
8     Elect Director Richard Sulpizio         For       For          Management
9     Elect Director Laura S. Unger           For       For          Management
10    Elect Director Arthur F. Weinbach       For       For          Management
11    Elect Director Renato (Ron) Zambonini   For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Outside Director Stock Awards   For       For          Management
      in Lieu of Cash


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CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard D. Fairbank      For       For          Management
1b    Elect Director W. Ronald Dietz          For       For          Management
1c    Elect Director Lewis Hay, III           For       For          Management
1d    Elect Director Benjamin P. Jenkins, III For       For          Management
1e    Elect Director Peter E. Raskind         For       For          Management
1f    Elect Director Mayo A. Shattuck, III    For       For          Management
1g    Elect Director Bradford H. Warner       For       For          Management
1h    Elect Director Catherine G. West        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Reduce Supermajority Vote Requirement   For       For          Management
4b    Reduce Supermajority Vote Requirement   For       For          Management
4c    Reduce Supermajority Vote Requirement   For       For          Management


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CARNIVAL CORPORATION

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 17, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
2     Reelect Jonathon Band As A Director Of  For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
3     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
4     Reelect Pier Luigi Foschi As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
5     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
6     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
7     Reelect Debra Kelly-Ennis As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
8     Reelect John Parker As A Director Of    For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
9     Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
10    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
11    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
12    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation
13    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of
      The Independent Auditors Of Carnival
      Plc
14    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2011
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Approve Remuneration of Executive       For       For          Management
      Directors
17    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorize Shares for Market Purchase    For       For          Management


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony K. Anderson      For       For          Management
1b    Elect Director Ann C. Berzin            For       For          Management
1c    Elect Director John A. Canning, Jr.     For       For          Management
1d    Elect Director Christopher M. Crane     For       For          Management
1e    Elect Director Yves C. de Balmann       For       For          Management
1f    Elect Director Nicholas DeBenedictis    For       For          Management
1g    Elect Director Nelson A. Diaz           For       For          Management
1h    Elect Director Sue L. Gin               For       For          Management
1i    Elect Director Paul L. Joskow           For       For          Management
1j    Elect Director Robert J. Lawless        For       For          Management
1k    Elect Director Richard W. Mies          For       For          Management
1l    Elect Director William C. Richardson    For       For          Management
1m    Elect Director Thomas J. Ridge          For       For          Management
1n    Elect Director John W. Rogers, Jr.      For       For          Management
1o    Elect Director Mayo A. Shattuck, III    For       For          Management
1p    Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 24, 2012   Meeting Type: Annual
Record Date:  JUL 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel F. Akerson        For       For          Management
1b    Elect Director David Bonderman          For       For          Management
1c    Elect Director Erroll B. Davis, Jr.     For       For          Management
1d    Elect Director Stephen J. Girsky        For       For          Management
1e    Elect Director E. Neville Isdell        For       For          Management
1f    Elect Director Robert D. Krebs          For       For          Management
1g    Elect Director Kathryn V. Marinello     For       For          Management
1h    Elect Director Michael G. Mullen        For       For          Management
1i    Elect Director James J. Mulva           For       For          Management
1j    Elect Director Patricia F. Russo        For       For          Management
1k    Elect Director Thomas M. Schoewe        For       For          Management
1l    Elect Director Theodore M. Solso        For       For          Management
1m    Elect Director Carol M. Stephenson      For       For          Management
1n    Elect Director Cynthia A. Telles        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder


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H&R BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 13, 2012   Meeting Type: Annual
Record Date:  JUL 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul J. Brown            For       For          Management
2     Elect Director William C. Cobb          For       For          Management
3     Elect Director Marvin R. Ellison        For       For          Management
4     Elect Director Robert A. Gerard         For       For          Management
5     Elect Director David Baker Lewis        For       For          Management
6     Elect Director Victoria J. Reich        For       For          Management
7     Elect Director Bruce C. Rohde           For       For          Management
8     Elect Director Tom D. Seip              For       For          Management
9     Elect Director Christianna Wood         For       For          Management
10    Elect Director James F. Wright          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
15    Proxy Access                            Against   Against      Shareholder


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Rajiv L. Gupta           For       For          Management
1.4   Elect Director John H. Hammergren       For       For          Management
1.5   Elect Director Raymond J. Lane          For       Against      Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Gary M. Reiner           For       For          Management
1.8   Elect Director Patricia F. Russo        For       For          Management
1.9   Elect Director G. Kennedy Thompson      For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Establish Environmental/Social Issue    Against   Against      Shareholder
      Board Committee
7     Amend Human Rights Policies             Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Ian E.L. Davis           For       For          Management
1.4   Elect Director Alex Gorsky              For       For          Management
1.5   Elect Director Michael M.E. Johns       For       For          Management
1.6   Elect Director Susan L. Lindquist       For       For          Management
1.7   Elect Director Anne M. Mulcahy          For       For          Management
1.8   Elect Director Leo F. Mullin            For       For          Management
1.9   Elect Director William D. Perez         For       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Require Independent Board Chairman      Against   Against      Shareholder


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JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 23, 2013   Meeting Type: Annual
Record Date:  NOV 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Julie L. Bushman         For       For          Management
1.3   Elect Director Eugenio Clariond         For       For          Management
      Reyes-Retana
1.4   Elect Director Jeffrey A. Joerres       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   Against      Shareholder


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Alm              For       For          Management
1.2   Elect Director John F. Bergstrom        For       For          Management
1.3   Elect Director Abelardo E. Bru          For       For          Management
1.4   Elect Director Robert W. Decherd        For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Fabian T. Garcia         For       For          Management
1.7   Elect Director Mae C. Jemison           For       For          Management
1.8   Elect Director James M. Jenness         For       For          Management
1.9   Elect Director Nancy J. Karch           For       For          Management
1.10  Elect Director Ian C. Read              For       For          Management
1.11  Elect Director Linda Johnson Rice       For       For          Management
1.12  Elect Director Marc J. Shapiro          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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KRAFT FOODS GROUP, INC.

Ticker:       KRFT           Security ID:  50076Q106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abelardo E. Bru          For       For          Management
1b    Elect Director Jeanne P. Jackson        For       For          Management
1c    Elect Director E. Follin Smith          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Label Products with GMO Ingredients     Against   Against      Shareholder


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LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director Rosalind G. Brewer       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Marillyn A. Hewson       For       For          Management
1.7   Elect Director Gwendolyn S. King        For       For          Management
1.8   Elect Director James M. Loy             For       For          Management
1.9   Elect Director Douglas H. McCorkindale  For       For          Management
1.10  Elect Director Joseph W. Ralston        For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director Robert L. Johnson        For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wisemen          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder


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MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison Jr.  For       For          Management
1f    Elect Director  C. Robert Kidder        For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Report on Charitable and Political      Against   Against      Shareholder
      Contributions
7     Report on Lobbying Activities           Against   Against      Shareholder


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MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2012   Meeting Type: Annual
Record Date:  SEP 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder


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MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Eaton              For       For          Management
1.2   Elect Director Charles M. Herington     For       For          Management
1.3   Elect Director H. Sanford Riley         For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Provide that Holders of Class A and
      Class B Common Stock shall Vote
      Together as a Single Class, on an
      Advisory Basis, to Approve Compensation


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MONDELEZ INTERNATIONAL, INC.

Ticker:       MDLZ           Security ID:  609207105
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Lewis W.K. Booth         For       For          Management
1c    Elect Director Lois D. Juliber          For       For          Management
1d    Elect Director Mark D. Ketchum          For       For          Management
1e    Elect Director Jorge S. Mesquita        For       For          Management
1f    Elect Director Fredric G. Reynolds      For       For          Management
1g    Elect Director Irene B. Rosenfeld       For       For          Management
1h    Elect Director Patrick T. Siewert       For       For          Management
1i    Elect Director Ruth J. Simmons          For       For          Management
1j    Elect Director Ratan N. Tata            For       For          Management
1k    Elect Director Jean-Francois M. L. van  For       For          Management
      Boxmeer
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy


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

MURPHY OIL CORPORATION

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Frank W. Blue            For       For          Management
1b    Elect Director Steven A. Cosse          For       For          Management
1c    Elect Director Claiborne P. Deming      For       For          Management
1d    Elect Director Robert A. Hermes         For       For          Management
1e    Elect Director James V. Kelley          For       For          Management
1f    Elect Director Walentin Mirosh          For       For          Management
1g    Elect Director R. Madison Murphy        For       For          Management
1h    Elect Director J.W. Nolan               For       For          Management
1i    Elect Director Neal E. Schmale          For       For          Management
1j    Elect Director David J.H. Smith         For       For          Management
1k    Elect Director Caroline G. Theus        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.30 per Share
4     Approve Remuneration System             For       For          Management
5.1   Elect Verena Briner as Director         For       For          Management
5.2   Elect Joerg Reinhardt as Director       For       For          Management
5.3   Elect Charles Sawyers as Director       For       For          Management
5.4   Elect William Winters as Director       For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       For          Management
      Presented At The Meeting


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

PACCAR INC

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alison J. Carnwath       For       For          Management
1.2   Elect Director Luiz Kaufmann            For       For          Management
1.3   Elect Director John M. Pigott           For       For          Management
1.4   Elect Director Gregory M. E. Spierkel   For       For          Management
2     Declassify the Board of Directors       Against   Against      Shareholder
3     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director  Victor J. Dzau          For       For          Management
1.6   Elect Director Ray L. Hunt              For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director Indra K. Nooyi           For       For          Management
1.9   Elect Director Sharon Percy Rockefeller For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director Lloyd G. Trotter         For       For          Management
1.12  Elect Director Daniel Vasella           For       For          Management
1.13  Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Andre Calantzopoulos     For       For          Management
1.4   Elect Director Louis C. Camilleri       For       For          Management
1.5   Elect Director J. Dudley Fishburn       For       For          Management
1.6   Elect Director Jennifer Li              For       For          Management
1.7   Elect Director Graham Mackay            For       For          Management
1.8   Elect Director Sergio Marchionne        For       For          Management
1.9   Elect Director Kalpana Morparia         For       For          Management
1.10  Elect DirectorLucio A. Noto             For       For          Management
1.11  Elect Director Robert B. Polet          For       For          Management
1.12  Elect Director Carlos Slim Helu         For       For          Management
1.13  Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Bernthal    For       For          Management
1.2   Elect Director John W. Conway           For       For          Management
1.3   Elect Director Philip G. Cox            For       For          Management
1.4   Elect Director Steven G. Elliott        For       For          Management
1.5   Elect Director Louise K. Goeser         For       For          Management
1.6   Elect Director Stuart E. Graham         For       For          Management
1.7   Elect Director Stuart Heydt             For       For          Management
1.8   Elect Director Raja Rajamannar          For       For          Management
1.9   Elect Director Craig A. Rogerson        For       For          Management
1.10  Elect Director William H. Spence        For       For          Management
1.11  Elect Director Natica von Althann       For       For          Management
1.12  Elect Director Keith H. Williamson      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Political Contributions       Against   Against      Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259107
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Josef Ackermann as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Simon Henry as Director        For       For          Management
6     Re-elect Charles Holliday as Director   For       For          Management
7     Re-elect Gerard Kleisterlee as Director For       For          Management
8     Re-elect Jorma Ollila as Director       For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Peter Voser as Director        For       For          Management
12    Re-elect Hans Wijers as Director        For       For          Management
13    Elect Gerrit Zalm as Director           For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 03, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     Adjourn Meeting                         For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph W. Babb, JR.       For       For          Management
1b    Elect Director Mark A. Blinn            For       For          Management
1c    Elect Director Daniel A. Carp           For       For          Management
1d    Elect Director Carrie S. Cox            For       For          Management
1e    Elect Director Pamela H. Patsley        For       For          Management
1f    Elect Director Robert E. Sanchez        For       For          Management
1g    Elect Director Wayne R. Sanders         For       For          Management
1h    Elect Director Ruth J. Simmons          For       For          Management
1i    Elect Director Richard K. Templeton     For       For          Management
1j    Elect Director Christine Todd Whitman   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Ronald T. LeMay          For       For          Management
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director H. John Riley, Jr.       For       For          Management
1i    Elect Director John W. Rowe             For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Mary Alice Taylor        For       For          Management
1l    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE GEO GROUP, INC.

Ticker:       GEO            Security ID:  36159R103
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clarence E. Anthony      For       For          Management
1.2   Elect Director Norman A. Carlson        For       For          Management
1.3   Elect Director Anne N. Foreman          For       For          Management
1.4   Elect Director Richard H. Glanton       For       For          Management
1.5   Elect Director Christopher C. Wheeler   For       For          Management
1.6   Elect Director George C. Zoley          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Other Business                          For       For          Management


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  JAN 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard O. Berndt        For       For          Management
1.2   Elect Director Charles E. Bunch         For       For          Management
1.3   Elect Director Paul W. Chellgren        For       For          Management
1.4   Elect Director William S. Demchak       For       For          Management
1.5   Elect Director Kay Coles James          For       For          Management
1.6   Elect Director Richard B. Kelson        For       For          Management
1.7   Elect Director Bruce C. Lindsay         For       For          Management
1.8   Elect Director Anthony A. Massaro       For       For          Management
1.9   Elect Director Jane G. Pepper           For       For          Management
1.10  Elect Director James E. Rohr            For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Lorene K. Steffes        For       For          Management
1.13  Elect Director Dennis F. Strigl         For       For          Management
1.14  Elect Director Thomas J. Usher          For       For          Management
1.15  Elect Director George H. Walls, Jr.     For       For          Management
1.16  Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Climate Change Financing Risk Against   Against      Shareholder


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNILEVER PLC

Ticker:       ULVR           Security ID:  904767704
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Paul Polman as Director        For       For          Management
4     Re-elect Jean-Marc Huet as Director     For       For          Management
5     Re-elect Louise Fresco as Director      For       For          Management
6     Re-elect Ann Fudge as Director          For       For          Management
7     Re-elect Charles Golden as Director     For       For          Management
8     Re-elect Byron Grote as Director        For       For          Management
9     Re-elect Hixonia Nyasulu as Director    For       For          Management
10    Re-elect Sir Malcolm Rifkind as         For       For          Management
      Director
11    Re-elect Kees Storm as Director         For       For          Management
12    Re-elect Michael Treschow as Director   For       For          Management
13    Re-elect Paul Walsh as Director         For       For          Management
14    Elect Laura Cha as Director             For       For          Management
15    Elect Mary Ma as Director               For       For          Management
16    Elect John Rishton as Director          For       For          Management
17    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
18    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
22    Authorise EU Political Donations and    For       For          Management
      Expenditure
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.  For       For          Management
1.2   Elect Director Kenneth V. Darish        For       For          Management
1.3   Elect Director Robert A. Mason          For       For          Management
1.4   Elect Director Robert L. Recchia        For       For          Management
1.5   Elect Director Thomas J. Reddin         For       For          Management
1.6   Elect Director Alan F. Schultz          For       For          Management
1.7   Elect Director Wallace S. Snyder        For       For          Management
1.8   Elect Director Luis A. Ubinas           For       For          Management
1.9   Elect Director Faith Whittlesey         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Other Business                          For       For          Management


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 24, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Andy Halford as Director       For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Re-elect Renee James as Director        For       For          Management
7     Re-elect Alan Jebson as Director        For       For          Management
8     Re-elect Samuel Jonah as Director       For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Anne Lauvergeon as Director    For       For          Management
11    Re-elect Luc Vandevelde as Director     For       For          Management
12    Re-elect Anthony Watson as Director     For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 07, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director James I. Cash, Jr.       For       For          Management
1c    Elect Director Roger C. Corbett         For       For          Management
1d    Elect Director Douglas N. Daft          For       For          Management
1e    Elect Director Michael T. Duke          For       For          Management
1f    Elect Director Timothy P. Flynn         For       For          Management
1g    Elect Director Marissa A. Mayer         For       For          Management
1h    Elect Director Gregory B. Penner        For       For          Management
1i    Elect Director Steven S. Reinemund      For       For          Management
1j    Elect Director H. Lee Scott, Jr.        For       For          Management
1k    Elect Director Jim C. Walton            For       For          Management
1l    Elect Director S. Robson Walton         For       For          Management
1m    Elect Director Christopher J. Williams  For       For          Management
1n    Elect Director Linda S. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Disclosure of Recoupment Activity from  Against   Against      Shareholder
      Senior Officers


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance




================== Hotchkis and Wiley Diversified Value Fund ===================


AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Fernando Aguirre         For       For          Management
1b    Elect Director Mark T. Bertolini        For       For          Management
1c    Elect Director Frank M. Clark           For       For          Management
1d    Elect Director Betsy Z. Cohen           For       For          Management
1e    Elect Director Molly J. Coye            For       For          Management
1f    Elect Director Roger N. Farah           For       For          Management
1g    Elect Director Barbara Hackman Franklin For       For          Management
1h    Elect Director Jeffrey E. Garten        For       For          Management
1i    Elect Director Ellen M. Hancock         For       For          Management
1j    Elect Director Richard J. Harrington    For       For          Management
1k    Elect Director Edward J. Ludwig         For       For          Management
1l    Elect Director Joseph P. Newhouse       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder
7     Enhance Board Oversight of Political    Against   Against      Shareholder
      Contributions


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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874784
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert H. Benmosche      For       For          Management
1b    Elect Director W. Don Cornwell          For       For          Management
1c    Elect Director John H. Fitzpatrick      For       For          Management
1d    Elect Director William G. Jurgensen     For       For          Management
1e    Elect Director Christopher S. Lynch     For       For          Management
1f    Elect Director Arthur C. Martinez       For       For          Management
1g    Elect Director George L. Miles, Jr.     For       For          Management
1h    Elect Director Henry S. Miller          For       For          Management
1i    Elect Director Robert S. Miller         For       For          Management
1j    Elect Director Suzanne Nora Johnson     For       For          Management
1k    Elect Director Ronald A. Rittenmeyer    For       For          Management
1l    Elect Director Douglas M. Steenland     For       For          Management
1m    Elect Director Theresa M. Stone         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management
6     Limit Total Number of Boards on Which   Against   Against      Shareholder
      Company Directors May Serve


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

ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Reappoint KPMG Audit plc as Auditors    For       For          Management
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5(a)  Re-elect Leif Johansson as Director     For       For          Management
5(b)  Elect Pascal Soriot as Director         For       For          Management
5(c)  Re-elect Simon Lowth as Director        For       For          Management
5(d)  Re-elect Genevieve Berger as Director   For       For          Management
5(e)  Re-elect Bruce Burlington as Director   For       For          Management
5(f)  Re-elect Graham Chipchase as Director   For       For          Management
5(g)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(h)  Re-elect Rudy Markham as Director       For       For          Management
5(i)  Re-elect Nancy Rothwell as Director     For       For          Management
5(j)  Re-elect Shriti Vadera as Director      For       For          Management
5(k)  Re-elect John Varley as Director        For       For          Management
5(l)  Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise EU Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
11    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Arnold W. Donald         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Charles O. Holliday, Jr. For       For          Management
1.8   Elect Director Linda P. Hudson          For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Brian T. Moynihan        For       For          Management
1.12  Elect Director Lionel L. Nowell, III    For       For          Management
1.13  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Amend Bylaw to Limit Multiple Board     Against   Against      Shareholder
      Service
7     Report on Feasibility of Prohibiting    Against   Against      Shareholder
      Political Contributions
8     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: AUG 01, 2012   Meeting Type: Annual
Record Date:  JUN 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jens Alder               For       For          Management
2     Elect Director Raymond J. Bromark       For       For          Management
3     Elect Director Gary J. Fernandes        For       For          Management
4     Elect Director Rohit Kapoor             For       For          Management
5     Elect Director Kay Koplovitz            For       For          Management
6     Elect Director Christopher B. Lofgren   For       For          Management
7     Elect Director William E. McCracken     For       For          Management
8     Elect Director Richard Sulpizio         For       For          Management
9     Elect Director Laura S. Unger           For       For          Management
10    Elect Director Arthur F. Weinbach       For       For          Management
11    Elect Director Renato (Ron) Zambonini   For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Outside Director Stock Awards   For       For          Management
      in Lieu of Cash


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard D. Fairbank      For       For          Management
1b    Elect Director W. Ronald Dietz          For       For          Management
1c    Elect Director Lewis Hay, III           For       For          Management
1d    Elect Director Benjamin P. Jenkins, III For       For          Management
1e    Elect Director Peter E. Raskind         For       For          Management
1f    Elect Director Mayo A. Shattuck, III    For       For          Management
1g    Elect Director Bradford H. Warner       For       For          Management
1h    Elect Director Catherine G. West        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Reduce Supermajority Vote Requirement   For       For          Management
4b    Reduce Supermajority Vote Requirement   For       For          Management
4c    Reduce Supermajority Vote Requirement   For       For          Management


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

CARNIVAL CORPORATION

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 17, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
2     Reelect Jonathon Band As A Director Of  For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
3     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
4     Reelect Pier Luigi Foschi As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
5     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
6     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
7     Reelect Debra Kelly-Ennis As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
8     Reelect John Parker As A Director Of    For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
9     Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
10    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
11    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
12    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation
13    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of
      The Independent Auditors Of Carnival
      Plc
14    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2011
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Approve Remuneration of Executive       For       For          Management
      Directors
17    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorize Shares for Market Purchase    For       For          Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

COBALT INTERNATIONAL ENERGY, INC.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph H. Bryant         For       For          Management
1.2   Elect Director N. John Lancaster        For       For          Management
1.3   Elect Director Jon A. Marshall          For       For          Management
1.4   Elect Director Kenneth A. Pontarelli    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Seely Brown         For       For          Management
1.2   Elect Director Stephanie A. Burns       For       For          Management
1.3   Elect Director John A. Canning, Jr.     For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.6   Elect Director James B. Flaws           For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

COVIDIEN PLC

Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose E. Almeida          For       For          Management
1b    Elect Director Joy A. Amundson          For       For          Management
1c    Elect Director Craig Arnold             For       For          Management
1d    Elect Director Robert H. Brust          For       For          Management
1e    Elect Director John M. Connors, Jr.     For       For          Management
1f    Elect Director Christopher J. Coughlin  For       For          Management
1g    Elect Director Randall J. Hogan, III    For       For          Management
1h    Elect Director Martin D. Madaus         For       For          Management
1i    Elect Director Dennis H. Reilley        For       For          Management
1j    Elect Director Joseph A. Zaccagnino     For       For          Management
2     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
7     Amend Articles of Association to        For       For          Management
      expand the authority to execute
      instruments of transfer
8     Approve Creation of Distributable       For       For          Management
      Reserves


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

CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown II        For       For          Management
1.2   Elect Director David W. Dorman          For       For          Management
1.3   Elect Director Anne M. Finucane         For       For          Management
1.4   Elect Director Kristen Gibney Williams  For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Reduce Vote Requirement Under the Fair  For       For          Management
      Price Provision
6     Report on Political Contributions       Against   Against      Shareholder
7     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
8     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

DELPHI AUTOMOTIVE PLC

Ticker:       DLPH           Security ID:  G27823106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Gary L. Cowger as a Director    For       For          Management
1.2   Reelect Nicholas M. Donofrio as a       For       For          Management
      Director
1.3   Reelect Mark P. Frissora as a Director  For       For          Management
1.4   Reelect Rajiv L. Gupta as a Director    For       For          Management
1.5   Reelect John A. Krol as a Director      For       For          Management
1.6   Reelect J. Randall MacDonald as a       For       For          Management
      Director
1.7   Reelect Sean O. Mahoney as a Director   For       For          Management
1.8   Reelect Rodney O'Neal as a Director     For       For          Management
1.9   Reelect Thomas W. Sidlik as a Director  For       For          Management
1.10  Reelect Bernd Wiedemann as a Director   For       For          Management
1.11  Reelect Lawrence A. Zimmerman as a      For       For          Management
      Director
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jagjeet S. Bindra        For       For          Management
1.2   Elect Director Vanessa C.L. Chang       For       For          Management
1.3   Elect Director France A. Cordova        For       For          Management
1.4   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.5   Elect Director Bradford M. Freeman      For       For          Management
1.6   Elect Director Luis G. Nogales          For       For          Management
1.7   Elect Director Ronald L. Olson          For       For          Management
1.8   Elect Director Richard T. Schlosberg,   For       For          Management
      III
1.9   Elect Director Thomas C. Sutton         For       For          Management
1.10  Elect Director Peter J. Taylor          For       For          Management
1.11  Elect Director Brett White              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: MAR 08, 2013   Meeting Type: Special
Record Date:  JAN 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 2, 8, 33, 39, and 40     For       For          Management
      Re: Competencies of Board of Directors
      and Executive Members
2     Amend Articles 27, 29, 30, 31, 32, 33,  For       For          Management
      34, and 35  Re: Board Structure
3     Amend Articles 9, 10, 11, 12, 16, 18,   For       For          Management
      20, 22, 23, 30, 31, 32, 33, 39, 47,
      49, 54, 55, and 59


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management
6     Approve Remuneration of Fiscal Council  For       For          Management
1     Amend Stock Option Plan                 For       For          Management
2     Approve Stock Option Plan for Board of  For       For          Management
      Directors


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony K. Anderson      For       For          Management
1b    Elect Director Ann C. Berzin            For       For          Management
1c    Elect Director John A. Canning, Jr.     For       For          Management
1d    Elect Director Christopher M. Crane     For       For          Management
1e    Elect Director Yves C. de Balmann       For       For          Management
1f    Elect Director Nicholas DeBenedictis    For       For          Management
1g    Elect Director Nelson A. Diaz           For       For          Management
1h    Elect Director Sue L. Gin               For       For          Management
1i    Elect Director Paul L. Joskow           For       For          Management
1j    Elect Director Robert J. Lawless        For       For          Management
1k    Elect Director Richard W. Mies          For       For          Management
1l    Elect Director William C. Richardson    For       For          Management
1m    Elect Director Thomas J. Ridge          For       For          Management
1n    Elect Director John W. Rogers, Jr.      For       For          Management
1o    Elect Director Mayo A. Shattuck, III    For       For          Management
1p    Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 24, 2012   Meeting Type: Annual
Record Date:  JUL 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director John A. Edwardson        For       For          Management
1.3   Elect Director Shirley Ann Jackson      For       For          Management
1.4   Elect Director Steven R. Loranger       For       For          Management
1.5   Elect Director Gary W. Loveman          For       For          Management
1.6   Elect Director R. Brad Martin           For       For          Management
1.7   Elect Director Joshua Cooper Ramo       For       For          Management
1.8   Elect Director Susan C. Schwab          For       For          Management
1.9   Elect Director Frederick W. Smith       For       For          Management
1.10  Elect Director Joshua I. Smith          For       For          Management
1.11  Elect Director David P. Steiner         For       For          Management
1.12  Elect Director Paul S. Walsh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 24, 2012   Meeting Type: Annual
Record Date:  JUL 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel F. Akerson        For       For          Management
1b    Elect Director David Bonderman          For       For          Management
1c    Elect Director Erroll B. Davis, Jr.     For       For          Management
1d    Elect Director Stephen J. Girsky        For       For          Management
1e    Elect Director E. Neville Isdell        For       For          Management
1f    Elect Director Robert D. Krebs          For       For          Management
1g    Elect Director Kathryn V. Marinello     For       For          Management
1h    Elect Director Michael G. Mullen        For       For          Management
1i    Elect Director James J. Mulva           For       For          Management
1j    Elect Director Patricia F. Russo        For       For          Management
1k    Elect Director Thomas M. Schoewe        For       For          Management
1l    Elect Director Theodore M. Solso        For       For          Management
1m    Elect Director Carol M. Stephenson      For       For          Management
1n    Elect Director Cynthia A. Telles        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 16, 2013   Meeting Type: Proxy Contest
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director J. Krenicki              For       Did Not Vote Management
1.2   Elect Director K. Meyers                For       Did Not Vote Management
1.3   Elect Director Fredric G. Reynolds      For       Did Not Vote Management
1.4   Elect Director William G. Schrader      For       Did Not Vote Management
1.5   Director Mark Williams                  For       Did Not Vote Management
2     Ratify Auditors                         For       Did Not Vote Management
3     Advisory Vote to Ratify Named           For       Did Not Vote Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       Did Not Vote Management
5     Require Independent Board Chairman      Against   Did Not Vote Shareholder
6     Reduce Supermajority Vote Requirement   Against   Did Not Vote Shareholder
7     Report on Political Contributions       Against   Did Not Vote Shareholder
8     Repeal Any Bylaws Amendments Adopted    Against   Did Not Vote Shareholder
      subsequent to February 2, 2011
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Green Card)            None
1.1   Elect Director Rodney F. Chase          For       Did Not Vote Shareholder
1.2   Elect Director Harvey Golub             For       Did Not Vote Shareholder
1.3   Elect Director Karl F. Kurz             For       Did Not Vote Shareholder
1.4   Elect Director David McManus            For       Did Not Vote Shareholder
1.5   Elect Director Marshall D. Smith        For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Advisory Vote to Ratify Named           Against   Did Not Vote Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       Did Not Vote Management
5     Require Independent Board Chairman      For       Did Not Vote Shareholder
6     Reduce Supermajority Vote Requirement   For       Did Not Vote Shareholder
7     Report on Political Contributions       For       Did Not Vote Shareholder
8     Repeal Any Bylaws Amendments Adopted    For       Did Not Vote Shareholder
      subsequent to February 2, 2011


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Rajiv L. Gupta           For       For          Management
1.4   Elect Director John H. Hammergren       For       For          Management
1.5   Elect Director Raymond J. Lane          For       Against      Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Gary M. Reiner           For       For          Management
1.8   Elect Director Patricia F. Russo        For       For          Management
1.9   Elect Director G. Kennedy Thompson      For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Establish Environmental/Social Issue    Against   Against      Shareholder
      Board Committee
7     Amend Human Rights Policies             Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bruce D. Broussard       For       For          Management
1b    Elect Director Frank A. D'Amelio        For       For          Management
1c    Elect Director W. Roy Dunbar            For       For          Management
1d    Elect Director Kurt J. Hilzinger        For       For          Management
1e    Elect Director David A. Jones, Jr.      For       For          Management
1f    Elect Director Michael B. McCallister   For       For          Management
1g    Elect Director William J. McDonald      For       For          Management
1h    Elect Director William E. Mitchell      For       For          Management
1i    Elect Director David B. Nash            For       For          Management
1j    Elect Director James J. O'Brien         For       For          Management
1k    Elect Director Marissa T. Peterson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William A. Ackman        For       For          Management
1b    Elect Director Colleen C. Barrett       For       For          Management
1c    Elect Director Thomas J. Engibous       For       For          Management
1d    Elect Director Kent B. Foster           For       For          Management
1e    Elect Director Geraldine B. Laybourne   For       For          Management
1f    Elect Director Leonard H. Roberts       For       For          Management
1g    Elect Director Steven Roth              For       For          Management
1h    Elect Director Javier G. Teruel         For       For          Management
1i    Elect Director R. Gerald Turner         For       For          Management
1j    Elect Director Myron E. Ullman, III     For       For          Management
1k    Elect Director Mary Beth West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Ian E.L. Davis           For       For          Management
1.4   Elect Director Alex Gorsky              For       For          Management
1.5   Elect Director Michael M.E. Johns       For       For          Management
1.6   Elect Director Susan L. Lindquist       For       For          Management
1.7   Elect Director Anne M. Mulcahy          For       For          Management
1.8   Elect Director Leo F. Mullin            For       For          Management
1.9   Elect Director William D. Perez         For       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Require Independent Board Chairman      Against   Against      Shareholder


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 23, 2013   Meeting Type: Annual
Record Date:  NOV 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Julie L. Bushman         For       For          Management
1.3   Elect Director Eugenio Clariond         For       For          Management
      Reyes-Retana
1.4   Elect Director Jeffrey A. Joerres       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

KOSMOS ENERGY LTD.

Ticker:       KOS            Security ID:  G5315B107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Kemp III         For       For          Management
1.2   Elect Director Brian F. Maxted          For       For          Management
1.3   Elect Director Richard B. Dearlove      For       For          Management
1.4   Elect Director David I. Foley           For       For          Management
1.5   Elect Director David B. Krieger         For       For          Management
1.6   Elect Director Joseph P. Landy          For       For          Management
1.7   Elect Director Prakash A. Melwani       For       For          Management
1.8   Elect Director Adebayo ("Bayo") O.      For       For          Management
      Ogunlesi
1.9   Elect Director Lars H. Thunell          For       For          Management
1.10  Elect Director Chris Tong               For       For          Management
1.11  Elect Director Christopher A. Wright    For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director Rosalind G. Brewer       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Marillyn A. Hewson       For       For          Management
1.7   Elect Director Gwendolyn S. King        For       For          Management
1.8   Elect Director James M. Loy             For       For          Management
1.9   Elect Director Douglas H. McCorkindale  For       For          Management
1.10  Elect Director Joseph W. Ralston        For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director Robert L. Johnson        For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wisemen          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder


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

MAGNA INTERNATIONAL INC.

Ticker:       MG             Security ID:  559222401
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director Scott B. Bonham          For       For          Management
1.02  Elect Director Peter G. Bowie           For       For          Management
1.03  Elect Director J. Trevor Eyton          For       For          Management
1.04  Elect Director V. Peter Harder          For       For          Management
1.05  Elect Director Lady Barbara Judge       For       For          Management
1.06  Elect Director Kurt J. Lauk             For       For          Management
1.07  Elect Director Donald J. Walker         For       For          Management
1.08  Elect Director Lawrence D. Worrall      For       For          Management
1.09  Elect Director William L. Young         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize the Audit Committee to
      Fix Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

MARATHON OIL CORPORATION

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director Pierre Brondeau          For       For          Management
1c    Elect Director Clarence P. Cazalot, Jr. For       For          Management
1d    Elect Director Linda Z. Cook            For       For          Management
1e    Elect Director Shirley Ann Jackson      For       For          Management
1f    Elect Director Philip Lader             For       For          Management
1g    Elect Director Michael E. J. Phelps     For       For          Management
1h    Elect Director Dennis H. Reilley        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 23, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Victor J. Dzau           For       For          Management
1.3   Elect Director Omar Ishrak              For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director Michael O. Leavitt       For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison Jr.  For       For          Management
1f    Elect Director  C. Robert Kidder        For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Report on Charitable and Political      Against   Against      Shareholder
      Contributions
7     Report on Lobbying Activities           Against   Against      Shareholder


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Glenn Hubbard         For       For          Management
1.2   Elect Director Steven A. Kandarian      For       For          Management
1.3   Elect Director John M. Keane            For       For          Management
1.4   Elect Director Alfred F. Kelly, Jr.     For       For          Management
1.5   Elect Director James M. Kilts           For       For          Management
1.6   Elect Director Catherine R. Kinney      For       For          Management
1.7   Elect Director Hugh B. Price            For       For          Management
1.8   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2012   Meeting Type: Annual
Record Date:  SEP 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder


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

MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Eaton              For       For          Management
1.2   Elect Director Charles M. Herington     For       For          Management
1.3   Elect Director H. Sanford Riley         For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Provide that Holders of Class A and
      Class B Common Stock shall Vote
      Together as a Single Class, on an
      Advisory Basis, to Approve Compensation


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

MONDELEZ INTERNATIONAL, INC.

Ticker:       MDLZ           Security ID:  609207105
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Lewis W.K. Booth         For       For          Management
1c    Elect Director Lois D. Juliber          For       For          Management
1d    Elect Director Mark D. Ketchum          For       For          Management
1e    Elect Director Jorge S. Mesquita        For       For          Management
1f    Elect Director Fredric G. Reynolds      For       For          Management
1g    Elect Director Irene B. Rosenfeld       For       For          Management
1h    Elect Director Patrick T. Siewert       For       For          Management
1i    Elect Director Ruth J. Simmons          For       For          Management
1j    Elect Director Ratan N. Tata            For       For          Management
1k    Elect Director Jean-Francois M. L. van  For       For          Management
      Boxmeer
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Erskine B. Bowles        For       For          Management
1.2   Elect Director Howard J. Davies         For       For          Management
1.3   Elect Director Thomas H. Glocer         For       For          Management
1.4   Elect Director James P. Gorman          For       For          Management
1.5   Elect Director Robert H. Herz           For       For          Management
1.6   Elect Director  C. Robert Kidder        For       For          Management
1.7   Elect Director Klaus Kleinfeld          For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Hutham S. Olayan         For       For          Management
1.10  Elect Director James W. Owens           For       For          Management
1.11  Elect Director O. Griffith Sexton       For       For          Management
1.12  Elect Director Ryosuke Tamakoshi        For       For          Management
1.13  Elect Director Masaaki Tanaka           For       For          Management
1.14  Elect Director Laura D. Tyson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Executive Incentive Bonus Plan    For       For          Management


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

MURPHY OIL CORPORATION

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Frank W. Blue            For       For          Management
1b    Elect Director Steven A. Cosse          For       For          Management
1c    Elect Director Claiborne P. Deming      For       For          Management
1d    Elect Director Robert A. Hermes         For       For          Management
1e    Elect Director James V. Kelley          For       For          Management
1f    Elect Director Walentin Mirosh          For       For          Management
1g    Elect Director R. Madison Murphy        For       For          Management
1h    Elect Director J.W. Nolan               For       For          Management
1i    Elect Director Neal E. Schmale          For       For          Management
1j    Elect Director David J.H. Smith         For       For          Management
1k    Elect Director Caroline G. Theus        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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

NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wesley G. Bush           For       For          Management
1.2   Elect Director Victor H. Fazio          For       For          Management
1.3   Elect Director Donald E. Felsinger      For       For          Management
1.4   Elect Director Stephen E. Frank         For       For          Management
1.5   Elect Director Bruce S. Gordon          For       For          Management
1.6   Elect Director Madeleine A. Kleiner     For       For          Management
1.7   Elect Director Karl J. Krapek           For       For          Management
1.8   Elect Director Richard B. Myers         For       For          Management
1.9   Elect Director Aulana L. Peters         For       For          Management
1.10  Elect Director Gary Roughead            For       For          Management
1.11  Elect Director Thomas M. Schoewe        For       For          Management
1.12  Elect Director Kevin W. Sharer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.30 per Share
4     Approve Remuneration System             For       For          Management
5.1   Elect Verena Briner as Director         For       For          Management
5.2   Elect Joerg Reinhardt as Director       For       For          Management
5.3   Elect Charles Sawyers as Director       For       For          Management
5.4   Elect William Winters as Director       For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       For          Management
      Presented At The Meeting


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: NOV 09, 2012   Meeting Type: Special
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Fix Number of Directors at Sixteen      For       For          Management
3     Adjourn Meeting                         For       For          Management


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Elect Director Naomi O. Seligman        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
4     Ratify Auditors                         For       For          Management
5     Adopt Multiple Performance Metrics      Against   Against      Shareholder
      Under Executive Incentive Plans
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

PACCAR INC

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alison J. Carnwath       For       For          Management
1.2   Elect Director Luiz Kaufmann            For       For          Management
1.3   Elect Director John M. Pigott           For       For          Management
1.4   Elect Director Gregory M. E. Spierkel   For       For          Management
2     Declassify the Board of Directors       Against   Against      Shareholder
3     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director  Victor J. Dzau          For       For          Management
1.6   Elect Director Ray L. Hunt              For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director Indra K. Nooyi           For       For          Management
1.9   Elect Director Sharon Percy Rockefeller For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director Lloyd G. Trotter         For       For          Management
1.12  Elect Director Daniel Vasella           For       For          Management
1.13  Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

QUEST DIAGNOSTICS INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Baldwin          For       For          Management
1.2   Elect Director Gary M. Pfeiffer         For       For          Management
1.3   Elect Director Stephen H. Rusckowski    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Eliminate Class of Preferred Stock      For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Reduce Supermajority Vote Requirement   None      For          Shareholder
7     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259107
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Josef Ackermann as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Simon Henry as Director        For       For          Management
6     Re-elect Charles Holliday as Director   For       For          Management
7     Re-elect Gerard Kleisterlee as Director For       For          Management
8     Re-elect Jorma Ollila as Director       For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Peter Voser as Director        For       For          Management
12    Re-elect Hans Wijers as Director        For       For          Management
13    Elect Gerrit Zalm as Director           For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 03, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Beall, II      For       For          Management
1.2   Elect Director Alston D. Correll        For       For          Management
1.3   Elect Director Jeffrey C. Crowe         For       For          Management
1.4   Elect Director David H. Hughes          For       For          Management
1.5   Elect Director M. Douglas Ivester       For       For          Management
1.6   Elect Director Kyle Prechtl Legg        For       For          Management
1.7   Elect Director William A. Linnenbringer For       For          Management
1.8   Elect Director Donna S. Morea           For       For          Management
1.9   Elect Director David M. Ratcliffe       For       For          Management
1.10  Elect Director William H. Rogers, Jr.   For       For          Management
1.11  Elect Director Frank W. Scruggs         For       For          Management
1.12  Elect Director Thomas R. Watjen         For       For          Management
1.13  Elect Director Phail Wynn, Jr.          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Henrique De Castro       For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Mary N. Dillon           For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Mary E. Minnick          For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director Derica W. Rice           For       For          Management
1j    Elect Director Gregg W. Steinhafel      For       For          Management
1k    Elect Director John G. Stumpf           For       For          Management
1l    Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: JUL 25, 2012   Meeting Type: Special
Record Date:  JUL 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reallocation of Legal Reserves  For       For          Management
      to Free Reserves
2     Adjourn Meeting                         For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     Adjourn Meeting                         For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph W. Babb, JR.       For       For          Management
1b    Elect Director Mark A. Blinn            For       For          Management
1c    Elect Director Daniel A. Carp           For       For          Management
1d    Elect Director Carrie S. Cox            For       For          Management
1e    Elect Director Pamela H. Patsley        For       For          Management
1f    Elect Director Robert E. Sanchez        For       For          Management
1g    Elect Director Wayne R. Sanders         For       For          Management
1h    Elect Director Ruth J. Simmons          For       For          Management
1i    Elect Director Richard K. Templeton     For       For          Management
1j    Elect Director Christine Todd Whitman   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Ronald T. LeMay          For       For          Management
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director H. John Riley, Jr.       For       For          Management
1i    Elect Director John W. Rowe             For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Mary Alice Taylor        For       For          Management
1l    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 09, 2013   Meeting Type: Annual
Record Date:  FEB 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruth E. Bruch            For       For          Management
1.2   Elect Director Nicholas M. Donofrio     For       For          Management
1.3   Elect Director Gerald L. Hassell        For       For          Management
1.4   Elect Director Edmund F. 'Ted' Kelly    For       For          Management
1.5   Elect Director Richard J. Kogan         For       For          Management
1.6   Elect Director Michael J. Kowalski      For       For          Management
1.7   Elect Director John A. Luke, Jr.        For       For          Management
1.8   Elect Director Mark A. Nordenberg       For       For          Management
1.9   Elect Director Catherine A. Rein        For       For          Management
1.10  Elect Director William C. Richardson    For       For          Management
1.11  Elect Director Samuel C. Scott, III     For       For          Management
1.12  Elect Director Wesley W. von Schack     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Calhoun         For       For          Management
1b    Elect Director Arthur D. Collins, Jr.   For       For          Management
1c    Elect Director Linda Z. Cook            For       For          Management
1d    Elect Director Kenneth M. Duberstein    For       For          Management
1e    Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
1f    Elect Director Lawrence W. Kellner      For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director W. James McNerney, Jr.   For       For          Management
1i    Elect Director Susan C. Schwab          For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
1k    Elect Director Mike S. Zafirovski       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Submit SERP to Shareholder Vote         Against   Against      Shareholder
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jocelyn Carter-Miller    For       For          Management
1.2   Elect Director Jill M. Considine        For       For          Management
1.3   Elect Director Richard A. Goldstein     For       For          Management
1.4   Elect Director Mary J. Steele Guilfoile For       For          Management
1.5   Elect Director H. John Greeniaus        For       For          Management
1.6   Elect Director Dawn Hudson              For       For          Management
1.7   Elect Director William T. Kerr          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  JAN 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard O. Berndt        For       For          Management
1.2   Elect Director Charles E. Bunch         For       For          Management
1.3   Elect Director Paul W. Chellgren        For       For          Management
1.4   Elect Director William S. Demchak       For       For          Management
1.5   Elect Director Kay Coles James          For       For          Management
1.6   Elect Director Richard B. Kelson        For       For          Management
1.7   Elect Director Bruce C. Lindsay         For       For          Management
1.8   Elect Director Anthony A. Massaro       For       For          Management
1.9   Elect Director Jane G. Pepper           For       For          Management
1.10  Elect Director James E. Rohr            For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Lorene K. Steffes        For       For          Management
1.13  Elect Director Dennis F. Strigl         For       For          Management
1.14  Elect Director Thomas J. Usher          For       For          Management
1.15  Elect Director George H. Walls, Jr.     For       For          Management
1.16  Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Climate Change Financing Risk Against   Against      Shareholder


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carole Black             For       For          Management
1b    Elect Director Glenn A. Britt           For       For          Management
1c    Elect Director Thomas H. Castro         For       For          Management
1d    Elect Director David C. Chang           For       For          Management
1e    Elect Director James E. Copeland, Jr.   For       For          Management
1f    Elect Director Peter R. Haje            For       For          Management
1g    Elect Director Donna A. James           For       For          Management
1h    Elect Director Don Logan                For       For          Management
1i    Elect Director N.J. Nicholas, Jr.       For       For          Management
1j    Elect Director Wayne H. Pace            For       For          Management
1k    Elect Director Edward D. Shirley        For       For          Management
1l    Elect Director John E. Sununu           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Pro-rata Vesting of Equity Plan         Against   Against      Shareholder


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Michael Caulfield     For       For          Management
1.2   Elect Director Ronald E. Goldsberry     For       For          Management
1.3   Elect Director Kevin T. Kabat           For       For          Management
1.4   Elect Director Michael J. Passarella    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 24, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Andy Halford as Director       For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Re-elect Renee James as Director        For       For          Management
7     Re-elect Alan Jebson as Director        For       For          Management
8     Re-elect Samuel Jonah as Director       For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Anne Lauvergeon as Director    For       For          Management
11    Re-elect Luc Vandevelde as Director     For       For          Management
12    Re-elect Anthony Watson as Director     For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 07, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director James I. Cash, Jr.       For       For          Management
1c    Elect Director Roger C. Corbett         For       For          Management
1d    Elect Director Douglas N. Daft          For       For          Management
1e    Elect Director Michael T. Duke          For       For          Management
1f    Elect Director Timothy P. Flynn         For       For          Management
1g    Elect Director Marissa A. Mayer         For       For          Management
1h    Elect Director Gregory B. Penner        For       For          Management
1i    Elect Director Steven S. Reinemund      For       For          Management
1j    Elect Director H. Lee Scott, Jr.        For       For          Management
1k    Elect Director Jim C. Walton            For       For          Management
1l    Elect Director S. Robson Walton         For       For          Management
1m    Elect Director Christopher J. Williams  For       For          Management
1n    Elect Director Linda S. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Disclosure of Recoupment Activity from  Against   Against      Shareholder
      Senior Officers


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sheila P. Burke          For       For          Management
1b    Elect Director George A. Schaefer, Jr.  For       For          Management
1c    Elect Director Joseph R. Swedish        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

ZIMMER HOLDINGS, INC.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher B. Begley    For       For          Management
1b    Elect Director Betsy J. Bernard         For       For          Management
1c    Elect Director Gail K. Boudreaux        For       For          Management
1d    Elect Director David C. Dvorak          For       For          Management
1e    Elect Director Larry C. Glasscock       For       For          Management
1f    Elect Director Robert A. Hagemann       For       For          Management
1g    Elect Director Arthur J. Higgins        For       For          Management
1h    Elect Director John L. McGoldrick       For       For          Management
1i    Elect Director Cecil B. Pickett         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management




===================== Hotchkis and Wiley Global Value Fund =====================


AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874784
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert H. Benmosche      For       For          Management
1b    Elect Director W. Don Cornwell          For       For          Management
1c    Elect Director John H. Fitzpatrick      For       For          Management
1d    Elect Director William G. Jurgensen     For       For          Management
1e    Elect Director Christopher S. Lynch     For       For          Management
1f    Elect Director Arthur C. Martinez       For       For          Management
1g    Elect Director George L. Miles, Jr.     For       For          Management
1h    Elect Director Henry S. Miller          For       For          Management
1i    Elect Director Robert S. Miller         For       For          Management
1j    Elect Director Suzanne Nora Johnson     For       For          Management
1k    Elect Director Ronald A. Rittenmeyer    For       For          Management
1l    Elect Director Douglas M. Steenland     For       For          Management
1m    Elect Director Theresa M. Stone         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management
6     Limit Total Number of Boards on Which   Against   Against      Shareholder
      Company Directors May Serve


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

ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Howard L. Carver         For       For          Management
1c    Elect Director Juan N. Cento            For       For          Management
1d    Elect Director Elyse Douglas            For       For          Management
1e    Elect Director Lawrence V. Jackson      For       For          Management
1f    Elect Director David B. Kelso           For       For          Management
1g    Elect Director Charles J. Koch          For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Robert B. Pollock        For       For          Management
1j    Elect Director Paul J. Reilly           For       For          Management
1k    Elect Director Robert W. Stein          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Reappoint KPMG Audit plc as Auditors    For       For          Management
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5(a)  Re-elect Leif Johansson as Director     For       For          Management
5(b)  Elect Pascal Soriot as Director         For       For          Management
5(c)  Re-elect Simon Lowth as Director        For       For          Management
5(d)  Re-elect Genevieve Berger as Director   For       For          Management
5(e)  Re-elect Bruce Burlington as Director   For       For          Management
5(f)  Re-elect Graham Chipchase as Director   For       For          Management
5(g)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(h)  Re-elect Rudy Markham as Director       For       For          Management
5(i)  Re-elect Nancy Rothwell as Director     For       For          Management
5(j)  Re-elect Shriti Vadera as Director      For       For          Management
5(k)  Re-elect John Varley as Director        For       For          Management
5(l)  Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise EU Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
11    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

ATRESMEDIA CORPORACION DE MEDIOS DE COMUNICACION SA

Ticker:                      Security ID:  E05009159
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Consolidated and Standalone     For       For          Management
      Financial Statements
1.2   Approve Discharge of Board              For       For          Management
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Renew Appointment of Deloitte SL as     For       For          Management
      Auditor
4     Reelect Silvio Gonzalez Moreno as       For       For          Management
      Director
5     Advisory Vote on Remuneration Policy    For       For          Management
      Report
6     Change Company Name to Atresmedia       For       For          Management
      Television SA and Amend Article 1
      Accordingly
7     Receive Corporate Social                None      None         Management
      Responsibility Report
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

BAE SYSTEMS PLC

Ticker:       BA.            Security ID:  G06940103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAY 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Paul Anderson as Director      For       For          Management
5     Re-elect Harriet Green as Director      For       For          Management
6     Re-elect Linda Hudson as Director       For       For          Management
7     Re-elect Ian King as Director           For       For          Management
8     Re-elect Peter Lynas as Director        For       For          Management
9     Re-elect Lee McIntire as Director       For       For          Management
10    Re-elect Richard Olver as Director      For       For          Management
11    Re-elect Paula Rosput Reynolds as       For       For          Management
      Director
12    Re-elect Nicholas Rose as Director      For       For          Management
13    Re-elect Carl Symon as Director         For       For          Management
14    Reappoint KPMG Audit plc as Auditors    For       For          Management
15    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
16    Approve EU Political Donations and      For       For          Management
      Expenditure
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Arnold W. Donald         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Charles O. Holliday, Jr. For       For          Management
1.8   Elect Director Linda P. Hudson          For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Brian T. Moynihan        For       For          Management
1.12  Elect Director Lionel L. Nowell, III    For       For          Management
1.13  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Amend Bylaw to Limit Multiple Board     Against   Against      Shareholder
      Service
7     Report on Feasibility of Prohibiting    Against   Against      Shareholder
      Political Contributions
8     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

BARCLAYS PLC

Ticker:       BARC           Security ID:  G08036124
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  APR 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Sir David Walker as Director      For       For          Management
4     Elect Tim Breedon as Director           For       For          Management
5     Elect Antony Jenkins as Director        For       For          Management
6     Elect Diane de Saint Victor as Director For       For          Management
7     Re-elect David Booth as Director        For       For          Management
8     Re-elect Fulvio Conti as Director       For       For          Management
9     Re-elect Simon Fraser as Director       For       For          Management
10    Re-elect Reuben Jeffery III as Director For       For          Management
11    Re-elect Chris Lucas as Director        For       For          Management
12    Re-elect Dambisa Moyo as Director       For       For          Management
13    Re-elect Sir Michael Rake as Director   For       For          Management
14    Re-elect Sir John Sunderland as         For       For          Management
      Director
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise EU Political Donations and    For       For          Management
      Expenditure
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights in relation to the
      issuance of Contingent Equity
      Conversion Notes
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in relation to the
      issuance of Contingent Equity
      Conversion Notes
22    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
24    Approve Scrip Dividend Programme        For       For          Management
25    Amend Articles of Association           For       For          Management


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

BOUYGUES

Ticker:       EN             Security ID:  F11487125
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.60 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Reelect Yves Gabriel as Director        For       For          Management
6     Reelect Patrick Kron as Director        For       For          Management
7     Reelect Colette Lewiner as Director     For       For          Management
8     Reelect Jean Peyrelevade as Director    For       For          Management
9     Reelect Francois-Henri Pinault as       For       For          Management
      Director
10    Reelect SCDM as Director                For       For          Management
11    Elect Rose-Marie Van Lerberghe as       For       For          Management
      Director
12    Elect Jean-Paul Chifflet as Director    For       For          Management
13    Elect Sandra Nombret as Representative  For       For          Management
      of Employee Shareholders to the Board
14    Elect Michele Vilain as Representative  For       For          Management
      of Employee Shareholders to the Board
15    Authorize Repurchase of Up to 5         For       For          Management
      Percent of Issued Share Capital
16    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
17    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 150 Million
18    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 4 Billion for Bonus Issue
      or Increase in Par Value
19    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 150 Million
20    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for up to 20
      Percent of Issued Capital Per Year for
      Private Placements, up to Aggregate
      Nominal Amount of EUR 150 Million
21    Authorize Board to Set Issue Price for  For       For          Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
22    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
23    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
24    Authorize Capital Increase of Up to     For       For          Management
      EUR 150 Million for Future Exchange
      Offers
25    Authorize Issuance of Equity upon       For       For          Management
      Conversion of a Subsidiary's
      Equity-Linked Securities for up to EUR
      150 Million
26    Approve Issuance of Securities          For       For          Management
      Convertible into Debt up to an
      Aggregate Nominal Amount of EUR 5
      Billion
27    Approve Employee Stock Purchase Plan    For       For          Management
28    Authorize up to 5 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plan
29    Authorize Board to Issue Free Warrants  For       For          Management
      with Preemptive Rights During a Public
      Tender Offer
30    Allow Board to Use All Outstanding      For       For          Management
      Capital Authorizations in the Event of
      a Public Tender Offer or Share
      Exchange Offer
31    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

BRITVIC PLC

Ticker:       BVIC           Security ID:  G17387104
Meeting Date: MAR 19, 2013   Meeting Type: Annual
Record Date:  MAR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Joanne Averiss as Director     For       For          Management
4     Re-elect Gerald Corbett as Director     For       For          Management
5     Re-elect John Gibney as Director        For       For          Management
6     Re-elect Ben Gordon as Director         For       For          Management
7     Re-elect Bob Ivell as Director          For       For          Management
8     Elect Simon Litherland as Director      For       For          Management
9     Re-elect Michael Shallow as Director    For       For          Management
10    Reappoint Ernst & Young LLP as Auditors For       For          Management
11    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
12    Authorise EU Political Donations and    For       For          Management
      Expenditure
13    Approve Extension of Share Incentive    For       For          Management
      Plan
14    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
15    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
16    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
17    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard D. Fairbank      For       For          Management
1b    Elect Director W. Ronald Dietz          For       For          Management
1c    Elect Director Lewis Hay, III           For       For          Management
1d    Elect Director Benjamin P. Jenkins, III For       For          Management
1e    Elect Director Peter E. Raskind         For       For          Management
1f    Elect Director Mayo A. Shattuck, III    For       For          Management
1g    Elect Director Bradford H. Warner       For       For          Management
1h    Elect Director Catherine G. West        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Reduce Supermajority Vote Requirement   For       For          Management
4b    Reduce Supermajority Vote Requirement   For       For          Management
4c    Reduce Supermajority Vote Requirement   For       For          Management


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

CARREFOUR

Ticker:       CA             Security ID:  F13923119
Meeting Date: APR 23, 2013   Meeting Type: Annual/Special
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.58 per Share
4     Reelect Sebastien Bazin as Director     For       For          Management
5     Reelect Thierry Breton as Director      For       For          Management
6     Reelect Charles Edelstenne as Director  For       For          Management
7     Reelect Anne-Claire Taittinger as       For       For          Management
      Director
8     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
9     Amend Article 20 of Bylaws Re: Proxy    For       For          Management
      Voting
10    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
11    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 500 Million
12    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 90 Million
13    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements up to Aggregate Nominal
      Amount of EUR 90 Million
14    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
15    Authorize Capital Increase of Up to     For       For          Management
      EUR 90 Million for Future Exchange
      Offers
16    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
17    Approve Employee Stock Purchase Plan    For       For          Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

COBALT INTERNATIONAL ENERGY, INC.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph H. Bryant         For       For          Management
1.2   Elect Director N. John Lancaster        For       For          Management
1.3   Elect Director Jon A. Marshall          For       For          Management
1.4   Elect Director Kenneth A. Pontarelli    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN

Ticker:       ML             Security ID:  F61824144
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  MAY 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Article 15 of Bylaws Re: Length   For       For          Management
      of Term for Supervisory Board Members
2     Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
3     Approve Financial Statements and        For       For          Management
      Statutory Reports
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.40 per Share
5     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
6     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Reelect Barbara Dalibard as             For       For          Management
      Supervisory Board Member
9     Reelect Louis Gallois as Supervisory    For       For          Management
      Board Member
10    Elect Anne-Sophie de La Bigne as        For       For          Management
      Supervisory Board Member
11    Elect Jean-Pierre Duprieu as            For       For          Management
      Supervisory Board Member
12    Elect Olivier Bazil as Supervisory      For       For          Management
      Board Member
13    Elect Michel Rollier as Supervisory     For       For          Management
      Board Member
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

COMVERSE, INC.

Ticker:       CNSI           Security ID:  20585P105
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:  MAY 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan D. Bowick          For       For          Management
1.2   Elect Director James Budge              For       For          Management
1.3   Elect Director Doron Inbar              For       For          Management
1.4   Elect Director Henry R. Nothhaft        For       For          Management
1.5   Elect Director Philippe Tartavull       For       For          Management
1.6   Elect Director Mark C. Terrell          For       For          Management
2     Ratify Auditors                         For       For          Management


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Seely Brown         For       For          Management
1.2   Elect Director Stephanie A. Burns       For       For          Management
1.3   Elect Director John A. Canning, Jr.     For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.6   Elect Director James B. Flaws           For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

COVIDIEN PLC

Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose E. Almeida          For       For          Management
1b    Elect Director Joy A. Amundson          For       For          Management
1c    Elect Director Craig Arnold             For       For          Management
1d    Elect Director Robert H. Brust          For       For          Management
1e    Elect Director John M. Connors, Jr.     For       For          Management
1f    Elect Director Christopher J. Coughlin  For       For          Management
1g    Elect Director Randall J. Hogan, III    For       For          Management
1h    Elect Director Martin D. Madaus         For       For          Management
1i    Elect Director Dennis H. Reilley        For       For          Management
1j    Elect Director Joseph A. Zaccagnino     For       For          Management
2     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
7     Amend Articles of Association to        For       For          Management
      expand the authority to execute
      instruments of transfer
8     Approve Creation of Distributable       For       For          Management
      Reserves


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

CREDIT SUISSE GROUP AG

Ticker:       CSGN           Security ID:  H3698D419
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
1.2   Approve Remuneration Report             For       For          Management
1.3   Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Approve Allocation of Income            For       For          Management
3.2   Approve Dividends CHF 0.10 per Share    For       For          Management
      from Capital Contribution Reserves to
      be Paid in Shares and Cash
4.1   Approve Creation of CHF 6.0 Million     For       For          Management
      Pool of Capital with Partial Exclusion
      of Preemptive Rights
4.2   Approve CHF 1.1 Million Increase in     For       For          Management
      Pool of Conditional Capital for
      Delivering Shares as Part of Employee
      Participation Programs
5     Amend Articles Re: Board Related        For       For          Management
6.1.1 Reelect Noreen Doyle as Director        For       For          Management
6.1.2 Reelect Jassim Bin Hamad J.J. Al Thani  For       For          Management
      as Director
6.1.3 Elect Kai S. Nargolwala as Director     For       For          Management
6.2   Ratify KPMG AG as Auditors              For       For          Management
6.3   Ratify BDO AG as Special Auditors       For       For          Management


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

CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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

D'IETEREN

Ticker:       DIE            Security ID:  B49343187
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  MAY 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Directors' and Auditors'        None      None         Management
      Reports (Non-Voting)
2     Approve Financial Statements and        For       Did Not Vote Management
      Allocation of Income
3     Approve Remuneration Report             For       Did Not Vote Management
4.1   Approve Discharge of Directors          For       Did Not Vote Management
4.2   Approve Discharge of Auditors           For       Did Not Vote Management
5.1   Reelect Christine Blondel as Director   For       Did Not Vote Management
5.2   Reelect Alain Philippson as Director    For       Did Not Vote Management


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

DAIMLER AG

Ticker:       DAI            Security ID:  D1668R123
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of EUR 2.20 per Share
3     Approve Discharge of Management Board   For       Did Not Vote Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       Did Not Vote Management
      for Fiscal 2012
5     Ratify KPMG AG as Auditors for Fiscal   For       Did Not Vote Management
      2012
6.1   Relect Sari Baldauf to the Supervisory  For       Did Not Vote Management
      Board
6.2   Relect Juergen Hambrecht to the         For       Did Not Vote Management
      Supervisory Board
6.3   Elect Andrea Jung to the Supervisory    For       Did Not Vote Management
      Board


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

DELPHI AUTOMOTIVE PLC

Ticker:       DLPH           Security ID:  G27823106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Gary L. Cowger as a Director    For       For          Management
1.2   Reelect Nicholas M. Donofrio as a       For       For          Management
      Director
1.3   Reelect Mark P. Frissora as a Director  For       For          Management
1.4   Reelect Rajiv L. Gupta as a Director    For       For          Management
1.5   Reelect John A. Krol as a Director      For       For          Management
1.6   Reelect J. Randall MacDonald as a       For       For          Management
      Director
1.7   Reelect Sean O. Mahoney as a Director   For       For          Management
1.8   Reelect Rodney O'Neal as a Director     For       For          Management
1.9   Reelect Thomas W. Sidlik as a Director  For       For          Management
1.10  Reelect Bernd Wiedemann as a Director   For       For          Management
1.11  Reelect Lawrence A. Zimmerman as a      For       For          Management
      Director
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DIRECT LINE INSURANCE GROUP PLC

Ticker:       DLG            Security ID:  G2871V106
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  JUN 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Elect Mike Biggs as Director            For       For          Management
5     Elect  Paul Geddes as Director          For       For          Management
6     Elect Jane Hanson as Director           For       For          Management
7     Elect Glyn Jones as Director            For       For          Management
8     Elect Andrew Palmer as Director         For       For          Management
9     Elect John Reizenstein as Director      For       For          Management
10    Elect Clare Thompson as Director        For       For          Management
11    Elect Priscilla Vacassin as Director    For       For          Management
12    Elect Bruce Van Saun as Director        For       For          Management
13    Appoint Deloitte LLP as Auditors        For       For          Management
14    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
17    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
18    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: MAR 08, 2013   Meeting Type: Special
Record Date:  JAN 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 2, 8, 33, 39, and 40     For       For          Management
      Re: Competencies of Board of Directors
      and Executive Members
2     Amend Articles 27, 29, 30, 31, 32, 33,  For       For          Management
      34, and 35  Re: Board Structure
3     Amend Articles 9, 10, 11, 12, 16, 18,   For       For          Management
      20, 22, 23, 30, 31, 32, 33, 39, 47,
      49, 54, 55, and 59


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management
6     Approve Remuneration of Fiscal Council  For       For          Management
1     Amend Stock Option Plan                 For       For          Management
2     Approve Stock Option Plan for Board of  For       For          Management
      Directors


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony K. Anderson      For       For          Management
1b    Elect Director Ann C. Berzin            For       For          Management
1c    Elect Director John A. Canning, Jr.     For       For          Management
1d    Elect Director Christopher M. Crane     For       For          Management
1e    Elect Director Yves C. de Balmann       For       For          Management
1f    Elect Director Nicholas DeBenedictis    For       For          Management
1g    Elect Director Nelson A. Diaz           For       For          Management
1h    Elect Director Sue L. Gin               For       For          Management
1i    Elect Director Paul L. Joskow           For       For          Management
1j    Elect Director Robert J. Lawless        For       For          Management
1k    Elect Director Richard W. Mies          For       For          Management
1l    Elect Director William C. Richardson    For       For          Management
1m    Elect Director Thomas J. Ridge          For       For          Management
1n    Elect Director John W. Rogers, Jr.      For       For          Management
1o    Elect Director Mayo A. Shattuck, III    For       For          Management
1p    Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Rajiv L. Gupta           For       For          Management
1.4   Elect Director John H. Hammergren       For       For          Management
1.5   Elect Director Raymond J. Lane          For       Against      Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Gary M. Reiner           For       For          Management
1.8   Elect Director Patricia F. Russo        For       For          Management
1.9   Elect Director G. Kennedy Thompson      For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Establish Environmental/Social Issue    Against   Against      Shareholder
      Board Committee
7     Amend Human Rights Policies             Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder


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

HONDA MOTOR CO. LTD.

Ticker:       7267           Security ID:  J22302111
Meeting Date: JUN 19, 2013   Meeting Type: Annual
Record Date:  MAR 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 19
2     Amend Articles To Amend Business Lines  For       For          Management
3.1   Elect Director Ike, Fumihiko            For       For          Management
3.2   Elect Director Ito, Takanobu            For       For          Management
3.3   Elect Director Iwamura, Tetsuo          For       For          Management
3.4   Elect Director Yamamoto, Takashi        For       For          Management
3.5   Elect Director Yamamoto, Yoshiharu      For       For          Management
3.6   Elect Director Yoshida, Masahiro        For       For          Management
3.7   Elect Director Hogen, Kensaku           For       For          Management
3.8   Elect Director Kuroyanagi, Nobuo        For       For          Management
3.9   Elect Director Fukui, Takeo             For       For          Management
3.10  Elect Director Shiga, Yuuji             For       For          Management
3.11  Elect Director Takeuchi, Kohei          For       For          Management
3.12  Elect Director Aoyama, Shinji           For       For          Management
3.13  Elect Director Kaihara, Noriya          For       For          Management
4     Appoint Statutory Auditor Endo, Kunio   For       For          Management


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

HUDSON GLOBAL, INC.

Ticker:       HSON           Security ID:  443787106
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Manuel Marquez           For       For          Management
1.2   Elect Director Richard J. Stolz         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HUNTINGTON INGALLS INDUSTRIES, INC.

Ticker:       HII            Security ID:  446413106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Bruner         For       For          Management
1.2   Elect Director Artur G. Davis           For       For          Management
1.3   Elect Director Thomas B. Fargo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William A. Ackman        For       For          Management
1b    Elect Director Colleen C. Barrett       For       For          Management
1c    Elect Director Thomas J. Engibous       For       For          Management
1d    Elect Director Kent B. Foster           For       For          Management
1e    Elect Director Geraldine B. Laybourne   For       For          Management
1f    Elect Director Leonard H. Roberts       For       For          Management
1g    Elect Director Steven Roth              For       For          Management
1h    Elect Director Javier G. Teruel         For       For          Management
1i    Elect Director R. Gerald Turner         For       For          Management
1j    Elect Director Myron E. Ullman, III     For       For          Management
1k    Elect Director Mary Beth West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

KOSMOS ENERGY LTD.

Ticker:       KOS            Security ID:  G5315B107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Kemp III         For       For          Management
1.2   Elect Director Brian F. Maxted          For       For          Management
1.3   Elect Director Richard B. Dearlove      For       For          Management
1.4   Elect Director David I. Foley           For       For          Management
1.5   Elect Director David B. Krieger         For       For          Management
1.6   Elect Director Joseph P. Landy          For       For          Management
1.7   Elect Director Prakash A. Melwani       For       For          Management
1.8   Elect Director Adebayo ("Bayo") O.      For       For          Management
      Ogunlesi
1.9   Elect Director Lars H. Thunell          For       For          Management
1.10  Elect Director Chris Tong               For       For          Management
1.11  Elect Director Christopher A. Wright    For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director Rosalind G. Brewer       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Marillyn A. Hewson       For       For          Management
1.7   Elect Director Gwendolyn S. King        For       For          Management
1.8   Elect Director James M. Loy             For       For          Management
1.9   Elect Director Douglas H. McCorkindale  For       For          Management
1.10  Elect Director Joseph W. Ralston        For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

MAGNA INTERNATIONAL INC.

Ticker:       MG             Security ID:  559222401
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director Scott B. Bonham          For       For          Management
1.02  Elect Director Peter G. Bowie           For       For          Management
1.03  Elect Director J. Trevor Eyton          For       For          Management
1.04  Elect Director V. Peter Harder          For       For          Management
1.05  Elect Director Lady Barbara Judge       For       For          Management
1.06  Elect Director Kurt J. Lauk             For       For          Management
1.07  Elect Director Donald J. Walker         For       For          Management
1.08  Elect Director Lawrence D. Worrall      For       For          Management
1.09  Elect Director William L. Young         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize the Audit Committee to
      Fix Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

MANPOWERGROUP INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gina R. Boswell          For       For          Management
1.2   Elect Director William Downe            For       For          Management
1.3   Elect Director Jack M. Greenberg        For       For          Management
1.4   Elect Director Patricia A.              For       For          Management
      Hemingway-Hall
1.5   Elect Director Terry A. Hueneke         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 26, 2013   Meeting Type: Annual
Record Date:  APR 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sehat Sutardja           For       For          Management
1b    Elect Director Juergen Gromer           For       For          Management
1c    Elect Director John G. Kassakian        For       For          Management
1d    Elect Director Arturo Krueger           For       For          Management
1e    Elect Director Randhir Thakur           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Approve PricewaterhouseCoopers LLP  as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

MOBISTAR SA

Ticker:                      Security ID:  B60667100
Meeting Date: MAY 02, 2013   Meeting Type: Annual/Special
Record Date:  APR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
a     Receive Directors' Report (Non-Voting)  None      None         Management
b     Receive Auditors' Report (Non-Voting)   None      None         Management
c     Approve Remuneration Report             For       Did Not Vote Management
d     Approve Financial Statements,           For       Did Not Vote Management
      Allocation of Income, and Dividends of
      EUR 1.80 per Share
e     Approve Discharge of Directors          For       Did Not Vote Management
f     Approve Discharge of Auditors           For       Did Not Vote Management
g     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Local Service Agreement with Permanent
      Representation Lithuania at European
      Union
h     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Telecommunication Service Agreement
      with British Embassy
i     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Local Service Agreement bwith Telenet
      and Liberty Global


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

MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Eaton              For       For          Management
1.2   Elect Director Charles M. Herington     For       For          Management
1.3   Elect Director H. Sanford Riley         For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Provide that Holders of Class A and
      Class B Common Stock shall Vote
      Together as a Single Class, on an
      Advisory Basis, to Approve Compensation


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

NATIONAL WESTERN LIFE INSURANCE COMPANY

Ticker:       NWLI           Security ID:  638522102
Meeting Date: JUN 28, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert L. Moody          For       For          Management
1.2   Elect Director Stephen E. Glasgow       For       For          Management
1.3   Elect Director E. J. Pederson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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

NIPPON ELECTRIC GLASS CO. LTD.

Ticker:       5214           Security ID:  J53247110
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:  MAR 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 8
2.1   Elect Director Izutsu, Yuuzo            For       For          Management
2.2   Elect Director Arioka, Masayuki         For       For          Management
2.3   Elect Director Yamamoto, Shigeru        For       For          Management
2.4   Elect Director Inamasu, Koichi          For       For          Management
2.5   Elect Director Matsumoto, Motoharu      For       For          Management
2.6   Elect Director Miyake, Masahiro         For       For          Management
2.7   Elect Director Tomamoto, Masahiro       For       For          Management
2.8   Elect Director Takeuchi, Hirokazu       For       For          Management
3     Appoint Alternate Statutory Auditor     For       For          Management
      Kimura, Keijiro
4     Approve Annual Bonus Payment to         For       For          Management
      Directors


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.30 per Share
4     Approve Remuneration System             For       For          Management
5.1   Elect Verena Briner as Director         For       For          Management
5.2   Elect Joerg Reinhardt as Director       For       For          Management
5.3   Elect Charles Sawyers as Director       For       For          Management
5.4   Elect William Winters as Director       For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       For          Management
      Presented At The Meeting


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ONO PHARMACEUTICAL CO. LTD.

Ticker:       4528           Security ID:  J61546115
Meeting Date: JUN 26, 2013   Meeting Type: Annual
Record Date:  MAR 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 90
2     Amend Articles To Indemnify Directors   For       For          Management
      and Statutory Auditors
3.1   Elect Director Sagara, Gyo              For       For          Management
3.2   Elect Director Awata, Hiroshi           For       For          Management
3.3   Elect Director Sano, Kei                For       For          Management
3.4   Elect Director Kawabata, Kazuhito       For       For          Management
3.5   Elect Director Fujiyoshi, Shinji        For       For          Management
3.6   Elect Director Ono, Isao                For       For          Management
3.7   Elect Director Fukushima, Daikichi      For       For          Management
3.8   Elect Director Kato, Yutaka             For       For          Management
3.9   Elect Director Kurihara, Jun            For       For          Management
4     Appoint Statutory Auditor Tezuka,       For       For          Management
      Michio
5     Approve Adjustment to Aggregate         For       For          Management
      Compensation Ceiling for Statutory
      Auditors
6     Approve Annual Bonus Payment to         For       For          Management
      Directors


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director George W. Bryan          For       For          Management
1b    Elect Director Carolyn H. Byrd          For       For          Management
1c    Elect Director David J. Cooper, Sr.     For       For          Management
1d    Elect Director Don DeFosset             For       For          Management
1e    Elect Director Eric C. Fast             For       For          Management
1f    Elect Director O.B. Grayson Hall, Jr.   For       For          Management
1g    Elect Director John D. Johns            For       For          Management
1h    Elect Director Charles D. McCrary       For       For          Management
1i    Elect Director James R. Malone          For       For          Management
1j    Elect Director Ruth Ann Marshall        For       For          Management
1k    Elect Director Susan W. Matlock         For       For          Management
1l    Elect Director John E. Maupin, Jr.      For       For          Management
1m    Elect Director John R. Roberts          For       For          Management
1n    Elect Director Lee J. Styslinger, III   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder


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

RENAULT

Ticker:       RNO            Security ID:  F77098105
Meeting Date: APR 30, 2013   Meeting Type: Annual/Special
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.72 per Share
4     Approve Transaction with Nissan         For       For          Management
5     Acknowledge Auditor's Report Related    For       For          Management
      to Remuneration of Redeemable Shares
6     Reelect Dominique de La Garanderie as   For       For          Management
      Director
7     Reelect Alain Belda as Director         For       For          Management
8     Elect Yuriko Koike as Director          For       For          Management
9     Elect Benoit Ostertag as                For       For          Management
      Representative of Employee
      Shareholders to the Board
10    Acknowledge Appointment of David Azema  For       For          Management
      as Director Representing the French
      State
11    Acknowledge Appointment of Pascal       For       For          Management
      Faure as Director Representing the
      French State
12    Appoint Auditex as Alternate Auditor    For       For          Management
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
16    Approve Employee Stock Purchase Plan    For       For          Management
17    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259107
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Josef Ackermann as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Simon Henry as Director        For       For          Management
6     Re-elect Charles Holliday as Director   For       For          Management
7     Re-elect Gerard Kleisterlee as Director For       For          Management
8     Re-elect Jorma Ollila as Director       For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Peter Voser as Director        For       For          Management
12    Re-elect Hans Wijers as Director        For       For          Management
13    Elect Gerrit Zalm as Director           For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SANOFI

Ticker:       SAN            Security ID:  F5548N101
Meeting Date: MAY 03, 2013   Meeting Type: Annual/Special
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SIEMENS AG

Ticker:       SIE            Security ID:  D69671218
Meeting Date: JAN 23, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2011/2012
      (Non-Voting)
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of EUR 3.00 per Share
3     Approve Discharge of Management Board   For       Did Not Vote Management
      for Fiscal 2011/2012
4     Approve Discharge of Supervisory Board  For       Did Not Vote Management
      for Fiscal 2011/2012
5     Ratify Ernst & Young GmbH as Auditors   For       Did Not Vote Management
      for Fiscal 2012
6a    Reelect Josef Ackermann to the          For       Did Not Vote Management
      Supervisory Board
6b    Reelect Gerd von Brandenstein to the    For       Did Not Vote Management
      Supervisory Board
6c    Reelect Gerhard Cromme to the           For       Did Not Vote Management
      Supervisory Board
6d    Reelect Michael Diekmann to the         For       Did Not Vote Management
      Supervisory Board
6e    Reelect Hans Michael Gaul to the        For       Did Not Vote Management
      Supervisory Board
6f    Reelect Peter Gruss to the Supervisory  For       Did Not Vote Management
      Board
6g    Reelect  Nicola Leibinger-Kammueller    For       Did Not Vote Management
      to the Supervisory Board
6h    Elect Gerard Mestrallet to the          For       Did Not Vote Management
      Supervisory Board
6i    Elect Gueler Sabanci to the             For       Did Not Vote Management
      Supervisory Board
6j    Elect Werner Wenning to the             For       Did Not Vote Management
      Supervisory Board
7     Approve Settlement Agreement Between    For       Did Not Vote Management
      Siemens AG and Thomas Ganswindt
      Concluded on November 20/28, 2012
8     Approve Spin-Off and Takeover           For       Did Not Vote Management
      Agreement with Osram Licht AG


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Beall, II      For       For          Management
1.2   Elect Director Alston D. Correll        For       For          Management
1.3   Elect Director Jeffrey C. Crowe         For       For          Management
1.4   Elect Director David H. Hughes          For       For          Management
1.5   Elect Director M. Douglas Ivester       For       For          Management
1.6   Elect Director Kyle Prechtl Legg        For       For          Management
1.7   Elect Director William A. Linnenbringer For       For          Management
1.8   Elect Director Donna S. Morea           For       For          Management
1.9   Elect Director David M. Ratcliffe       For       For          Management
1.10  Elect Director William H. Rogers, Jr.   For       For          Management
1.11  Elect Director Frank W. Scruggs         For       For          Management
1.12  Elect Director Thomas R. Watjen         For       For          Management
1.13  Elect Director Phail Wynn, Jr.          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     Adjourn Meeting                         For       For          Management


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

TECHTRONIC INDUSTRIES CO., LTD.

Ticker:       00669          Security ID:  Y8563B159
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  MAY 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Declare Final Dividend                  For       For          Management
3a    Elect Patrick Kin Wah Chan as Director  For       For          Management
3b    Elect Roy Chi Ping Chung as Director    For       For          Management
3c    Elect Joel Arthur Schleicher as         For       For          Management
      Director
3d    Elect Christopher Patrick Langley as    For       For          Management
      Director
3e    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Reappoint Deloitte Touche Tohmatsu as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
5     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Share Repurchase Program      For       For          Management
7     Authorize Reissuance of Repurchased     For       For          Management
      Shares


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Michael Caulfield     For       For          Management
1.2   Elect Director Ronald E. Goldsberry     For       For          Management
1.3   Elect Director Kevin T. Kabat           For       For          Management
1.4   Elect Director Michael J. Passarella    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.  For       For          Management
1.2   Elect Director Kenneth V. Darish        For       For          Management
1.3   Elect Director Robert A. Mason          For       For          Management
1.4   Elect Director Robert L. Recchia        For       For          Management
1.5   Elect Director Thomas J. Reddin         For       For          Management
1.6   Elect Director Alan F. Schultz          For       For          Management
1.7   Elect Director Wallace S. Snyder        For       For          Management
1.8   Elect Director Luis A. Ubinas           For       For          Management
1.9   Elect Director Faith Whittlesey         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Other Business                          For       For          Management


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sheila P. Burke          For       For          Management
1b    Elect Director George A. Schaefer, Jr.  For       For          Management
1c    Elect Director Joseph R. Swedish        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance




====================== Hotchkis and Wiley High Yield Fund ======================


CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel F. Akerson        For       For          Management
1b    Elect Director David Bonderman          For       For          Management
1c    Elect Director Erroll B. Davis, Jr.     For       For          Management
1d    Elect Director Stephen J. Girsky        For       For          Management
1e    Elect Director E. Neville Isdell        For       For          Management
1f    Elect Director Robert D. Krebs          For       For          Management
1g    Elect Director Kathryn V. Marinello     For       For          Management
1h    Elect Director Michael G. Mullen        For       For          Management
1i    Elect Director James J. Mulva           For       For          Management
1j    Elect Director Patricia F. Russo        For       For          Management
1k    Elect Director Thomas M. Schoewe        For       For          Management
1l    Elect Director Theodore M. Solso        For       For          Management
1m    Elect Director Carol M. Stephenson      For       For          Management
1n    Elect Director Cynthia A. Telles        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder




=================== Hotchkis and Wiley Large Cap Value Fund ====================


AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Fernando Aguirre         For       For          Management
1b    Elect Director Mark T. Bertolini        For       For          Management
1c    Elect Director Frank M. Clark           For       For          Management
1d    Elect Director Betsy Z. Cohen           For       For          Management
1e    Elect Director Molly J. Coye            For       For          Management
1f    Elect Director Roger N. Farah           For       For          Management
1g    Elect Director Barbara Hackman Franklin For       For          Management
1h    Elect Director Jeffrey E. Garten        For       For          Management
1i    Elect Director Ellen M. Hancock         For       For          Management
1j    Elect Director Richard J. Harrington    For       For          Management
1k    Elect Director Edward J. Ludwig         For       For          Management
1l    Elect Director Joseph P. Newhouse       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder
7     Enhance Board Oversight of Political    Against   Against      Shareholder
      Contributions


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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874784
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert H. Benmosche      For       For          Management
1b    Elect Director W. Don Cornwell          For       For          Management
1c    Elect Director John H. Fitzpatrick      For       For          Management
1d    Elect Director William G. Jurgensen     For       For          Management
1e    Elect Director Christopher S. Lynch     For       For          Management
1f    Elect Director Arthur C. Martinez       For       For          Management
1g    Elect Director George L. Miles, Jr.     For       For          Management
1h    Elect Director Henry S. Miller          For       For          Management
1i    Elect Director Robert S. Miller         For       For          Management
1j    Elect Director Suzanne Nora Johnson     For       For          Management
1k    Elect Director Ronald A. Rittenmeyer    For       For          Management
1l    Elect Director Douglas M. Steenland     For       For          Management
1m    Elect Director Theresa M. Stone         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management
6     Limit Total Number of Boards on Which   Against   Against      Shareholder
      Company Directors May Serve


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

ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Howard L. Carver         For       For          Management
1c    Elect Director Juan N. Cento            For       For          Management
1d    Elect Director Elyse Douglas            For       For          Management
1e    Elect Director Lawrence V. Jackson      For       For          Management
1f    Elect Director David B. Kelso           For       For          Management
1g    Elect Director Charles J. Koch          For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Robert B. Pollock        For       For          Management
1j    Elect Director Paul J. Reilly           For       For          Management
1k    Elect Director Robert W. Stein          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Reappoint KPMG Audit plc as Auditors    For       For          Management
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5(a)  Re-elect Leif Johansson as Director     For       For          Management
5(b)  Elect Pascal Soriot as Director         For       For          Management
5(c)  Re-elect Simon Lowth as Director        For       For          Management
5(d)  Re-elect Genevieve Berger as Director   For       For          Management
5(e)  Re-elect Bruce Burlington as Director   For       For          Management
5(f)  Re-elect Graham Chipchase as Director   For       For          Management
5(g)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(h)  Re-elect Rudy Markham as Director       For       For          Management
5(i)  Re-elect Nancy Rothwell as Director     For       For          Management
5(j)  Re-elect Shriti Vadera as Director      For       For          Management
5(k)  Re-elect John Varley as Director        For       For          Management
5(l)  Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise EU Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
11    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Arnold W. Donald         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Charles O. Holliday, Jr. For       For          Management
1.8   Elect Director Linda P. Hudson          For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Brian T. Moynihan        For       For          Management
1.12  Elect Director Lionel L. Nowell, III    For       For          Management
1.13  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Amend Bylaw to Limit Multiple Board     Against   Against      Shareholder
      Service
7     Report on Feasibility of Prohibiting    Against   Against      Shareholder
      Political Contributions
8     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: AUG 01, 2012   Meeting Type: Annual
Record Date:  JUN 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jens Alder               For       For          Management
2     Elect Director Raymond J. Bromark       For       For          Management
3     Elect Director Gary J. Fernandes        For       For          Management
4     Elect Director Rohit Kapoor             For       For          Management
5     Elect Director Kay Koplovitz            For       For          Management
6     Elect Director Christopher B. Lofgren   For       For          Management
7     Elect Director William E. McCracken     For       For          Management
8     Elect Director Richard Sulpizio         For       For          Management
9     Elect Director Laura S. Unger           For       For          Management
10    Elect Director Arthur F. Weinbach       For       For          Management
11    Elect Director Renato (Ron) Zambonini   For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Outside Director Stock Awards   For       For          Management
      in Lieu of Cash


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard D. Fairbank      For       For          Management
1b    Elect Director W. Ronald Dietz          For       For          Management
1c    Elect Director Lewis Hay, III           For       For          Management
1d    Elect Director Benjamin P. Jenkins, III For       For          Management
1e    Elect Director Peter E. Raskind         For       For          Management
1f    Elect Director Mayo A. Shattuck, III    For       For          Management
1g    Elect Director Bradford H. Warner       For       For          Management
1h    Elect Director Catherine G. West        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Reduce Supermajority Vote Requirement   For       For          Management
4b    Reduce Supermajority Vote Requirement   For       For          Management
4c    Reduce Supermajority Vote Requirement   For       For          Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Seely Brown         For       For          Management
1.2   Elect Director Stephanie A. Burns       For       For          Management
1.3   Elect Director John A. Canning, Jr.     For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.6   Elect Director James B. Flaws           For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown II        For       For          Management
1.2   Elect Director David W. Dorman          For       For          Management
1.3   Elect Director Anne M. Finucane         For       For          Management
1.4   Elect Director Kristen Gibney Williams  For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Reduce Vote Requirement Under the Fair  For       For          Management
      Price Provision
6     Report on Political Contributions       Against   Against      Shareholder
7     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
8     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jagjeet S. Bindra        For       For          Management
1.2   Elect Director Vanessa C.L. Chang       For       For          Management
1.3   Elect Director France A. Cordova        For       For          Management
1.4   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.5   Elect Director Bradford M. Freeman      For       For          Management
1.6   Elect Director Luis G. Nogales          For       For          Management
1.7   Elect Director Ronald L. Olson          For       For          Management
1.8   Elect Director Richard T. Schlosberg,   For       For          Management
      III
1.9   Elect Director Thomas C. Sutton         For       For          Management
1.10  Elect Director Peter J. Taylor          For       For          Management
1.11  Elect Director Brett White              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ralph Alvarez            For       For          Management
2     Elect Director Winfried Bischoff        For       For          Management
3     Elect Director R. David Hoover          For       For          Management
4     Elect Director Franklyn G. Prendergast  For       For          Management
5     Elect Director Kathi P. Seifert         For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Amend Omnibus Stock Plan                For       For          Management


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: MAR 08, 2013   Meeting Type: Special
Record Date:  JAN 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 2, 8, 33, 39, and 40     For       For          Management
      Re: Competencies of Board of Directors
      and Executive Members
2     Amend Articles 27, 29, 30, 31, 32, 33,  For       For          Management
      34, and 35  Re: Board Structure
3     Amend Articles 9, 10, 11, 12, 16, 18,   For       For          Management
      20, 22, 23, 30, 31, 32, 33, 39, 47,
      49, 54, 55, and 59


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management
6     Approve Remuneration of Fiscal Council  For       For          Management
1     Amend Stock Option Plan                 For       For          Management
2     Approve Stock Option Plan for Board of  For       For          Management
      Directors


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony K. Anderson      For       For          Management
1b    Elect Director Ann C. Berzin            For       For          Management
1c    Elect Director John A. Canning, Jr.     For       For          Management
1d    Elect Director Christopher M. Crane     For       For          Management
1e    Elect Director Yves C. de Balmann       For       For          Management
1f    Elect Director Nicholas DeBenedictis    For       For          Management
1g    Elect Director Nelson A. Diaz           For       For          Management
1h    Elect Director Sue L. Gin               For       For          Management
1i    Elect Director Paul L. Joskow           For       For          Management
1j    Elect Director Robert J. Lawless        For       For          Management
1k    Elect Director Richard W. Mies          For       For          Management
1l    Elect Director William C. Richardson    For       For          Management
1m    Elect Director Thomas J. Ridge          For       For          Management
1n    Elect Director John W. Rogers, Jr.      For       For          Management
1o    Elect Director Mayo A. Shattuck, III    For       For          Management
1p    Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 24, 2012   Meeting Type: Annual
Record Date:  JUL 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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

H&R BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 13, 2012   Meeting Type: Annual
Record Date:  JUL 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul J. Brown            For       For          Management
2     Elect Director William C. Cobb          For       For          Management
3     Elect Director Marvin R. Ellison        For       For          Management
4     Elect Director Robert A. Gerard         For       For          Management
5     Elect Director David Baker Lewis        For       For          Management
6     Elect Director Victoria J. Reich        For       For          Management
7     Elect Director Bruce C. Rohde           For       For          Management
8     Elect Director Tom D. Seip              For       For          Management
9     Elect Director Christianna Wood         For       For          Management
10    Elect Director James F. Wright          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
15    Proxy Access                            Against   Against      Shareholder


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Rajiv L. Gupta           For       For          Management
1.4   Elect Director John H. Hammergren       For       For          Management
1.5   Elect Director Raymond J. Lane          For       Against      Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Gary M. Reiner           For       For          Management
1.8   Elect Director Patricia F. Russo        For       For          Management
1.9   Elect Director G. Kennedy Thompson      For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Establish Environmental/Social Issue    Against   Against      Shareholder
      Board Committee
7     Amend Human Rights Policies             Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William A. Ackman        For       For          Management
1b    Elect Director Colleen C. Barrett       For       For          Management
1c    Elect Director Thomas J. Engibous       For       For          Management
1d    Elect Director Kent B. Foster           For       For          Management
1e    Elect Director Geraldine B. Laybourne   For       For          Management
1f    Elect Director Leonard H. Roberts       For       For          Management
1g    Elect Director Steven Roth              For       For          Management
1h    Elect Director Javier G. Teruel         For       For          Management
1i    Elect Director R. Gerald Turner         For       For          Management
1j    Elect Director Myron E. Ullman, III     For       For          Management
1k    Elect Director Mary Beth West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Ian E.L. Davis           For       For          Management
1.4   Elect Director Alex Gorsky              For       For          Management
1.5   Elect Director Michael M.E. Johns       For       For          Management
1.6   Elect Director Susan L. Lindquist       For       For          Management
1.7   Elect Director Anne M. Mulcahy          For       For          Management
1.8   Elect Director Leo F. Mullin            For       For          Management
1.9   Elect Director William D. Perez         For       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Require Independent Board Chairman      Against   Against      Shareholder


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 23, 2013   Meeting Type: Annual
Record Date:  NOV 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Julie L. Bushman         For       For          Management
1.3   Elect Director Eugenio Clariond         For       For          Management
      Reyes-Retana
1.4   Elect Director Jeffrey A. Joerres       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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KRAFT FOODS GROUP, INC.

Ticker:       KRFT           Security ID:  50076Q106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abelardo E. Bru          For       For          Management
1b    Elect Director Jeanne P. Jackson        For       For          Management
1c    Elect Director E. Follin Smith          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Label Products with GMO Ingredients     Against   Against      Shareholder


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LEAR CORPORATION

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas P. Capo           For       For          Management
1.2   Elect Director Jonathan F. Foster       For       For          Management
1.3   Elect Director Kathleen A. Ligocki      For       For          Management
1.4   Elect Director Conrad L. Mallett, Jr.   For       For          Management
1.5   Elect Director Donald L. Runkle         For       For          Management
1.6   Elect Director Matthew J. Simoncini     For       For          Management
1.7   Elect Director Gregory C. Smith         For       For          Management
1.8   Elect Director Henry D. G. Wallace      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director Rosalind G. Brewer       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Marillyn A. Hewson       For       For          Management
1.7   Elect Director Gwendolyn S. King        For       For          Management
1.8   Elect Director James M. Loy             For       For          Management
1.9   Elect Director Douglas H. McCorkindale  For       For          Management
1.10  Elect Director Joseph W. Ralston        For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director Robert L. Johnson        For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wisemen          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder


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MAGNA INTERNATIONAL INC.

Ticker:       MG             Security ID:  559222401
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director Scott B. Bonham          For       For          Management
1.02  Elect Director Peter G. Bowie           For       For          Management
1.03  Elect Director J. Trevor Eyton          For       For          Management
1.04  Elect Director V. Peter Harder          For       For          Management
1.05  Elect Director Lady Barbara Judge       For       For          Management
1.06  Elect Director Kurt J. Lauk             For       For          Management
1.07  Elect Director Donald J. Walker         For       For          Management
1.08  Elect Director Lawrence D. Worrall      For       For          Management
1.09  Elect Director William L. Young         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize the Audit Committee to
      Fix Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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MANPOWERGROUP INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gina R. Boswell          For       For          Management
1.2   Elect Director William Downe            For       For          Management
1.3   Elect Director Jack M. Greenberg        For       For          Management
1.4   Elect Director Patricia A.              For       For          Management
      Hemingway-Hall
1.5   Elect Director Terry A. Hueneke         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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MARATHON OIL CORPORATION

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director Pierre Brondeau          For       For          Management
1c    Elect Director Clarence P. Cazalot, Jr. For       For          Management
1d    Elect Director Linda Z. Cook            For       For          Management
1e    Elect Director Shirley Ann Jackson      For       For          Management
1f    Elect Director Philip Lader             For       For          Management
1g    Elect Director Michael E. J. Phelps     For       For          Management
1h    Elect Director Dennis H. Reilley        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison Jr.  For       For          Management
1f    Elect Director  C. Robert Kidder        For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
6     Report on Charitable and Political      Against   Against      Shareholder
      Contributions
7     Report on Lobbying Activities           Against   Against      Shareholder


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Glenn Hubbard         For       For          Management
1.2   Elect Director Steven A. Kandarian      For       For          Management
1.3   Elect Director John M. Keane            For       For          Management
1.4   Elect Director Alfred F. Kelly, Jr.     For       For          Management
1.5   Elect Director James M. Kilts           For       For          Management
1.6   Elect Director Catherine R. Kinney      For       For          Management
1.7   Elect Director Hugh B. Price            For       For          Management
1.8   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2012   Meeting Type: Annual
Record Date:  SEP 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder


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MONDELEZ INTERNATIONAL, INC.

Ticker:       MDLZ           Security ID:  609207105
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Lewis W.K. Booth         For       For          Management
1c    Elect Director Lois D. Juliber          For       For          Management
1d    Elect Director Mark D. Ketchum          For       For          Management
1e    Elect Director Jorge S. Mesquita        For       For          Management
1f    Elect Director Fredric G. Reynolds      For       For          Management
1g    Elect Director Irene B. Rosenfeld       For       For          Management
1h    Elect Director Patrick T. Siewert       For       For          Management
1i    Elect Director Ruth J. Simmons          For       For          Management
1j    Elect Director Ratan N. Tata            For       For          Management
1k    Elect Director Jean-Francois M. L. van  For       For          Management
      Boxmeer
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy


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

MURPHY OIL CORPORATION

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Frank W. Blue            For       For          Management
1b    Elect Director Steven A. Cosse          For       For          Management
1c    Elect Director Claiborne P. Deming      For       For          Management
1d    Elect Director Robert A. Hermes         For       For          Management
1e    Elect Director James V. Kelley          For       For          Management
1f    Elect Director Walentin Mirosh          For       For          Management
1g    Elect Director R. Madison Murphy        For       For          Management
1h    Elect Director J.W. Nolan               For       For          Management
1i    Elect Director Neal E. Schmale          For       For          Management
1j    Elect Director David J.H. Smith         For       For          Management
1k    Elect Director Caroline G. Theus        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wesley G. Bush           For       For          Management
1.2   Elect Director Victor H. Fazio          For       For          Management
1.3   Elect Director Donald E. Felsinger      For       For          Management
1.4   Elect Director Stephen E. Frank         For       For          Management
1.5   Elect Director Bruce S. Gordon          For       For          Management
1.6   Elect Director Madeleine A. Kleiner     For       For          Management
1.7   Elect Director Karl J. Krapek           For       For          Management
1.8   Elect Director Richard B. Myers         For       For          Management
1.9   Elect Director Aulana L. Peters         For       For          Management
1.10  Elect Director Gary Roughead            For       For          Management
1.11  Elect Director Thomas M. Schoewe        For       For          Management
1.12  Elect Director Kevin W. Sharer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.30 per Share
4     Approve Remuneration System             For       For          Management
5.1   Elect Verena Briner as Director         For       For          Management
5.2   Elect Joerg Reinhardt as Director       For       For          Management
5.3   Elect Charles Sawyers as Director       For       For          Management
5.4   Elect William Winters as Director       For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       For          Management
      Presented At The Meeting


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: NOV 09, 2012   Meeting Type: Special
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Fix Number of Directors at Sixteen      For       For          Management
3     Adjourn Meeting                         For       For          Management


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NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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PACCAR INC

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alison J. Carnwath       For       For          Management
1.2   Elect Director Luiz Kaufmann            For       For          Management
1.3   Elect Director John M. Pigott           For       For          Management
1.4   Elect Director Gregory M. E. Spierkel   For       For          Management
2     Declassify the Board of Directors       Against   Against      Shareholder
3     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director  Victor J. Dzau          For       For          Management
1.6   Elect Director Ray L. Hunt              For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director Indra K. Nooyi           For       For          Management
1.9   Elect Director Sharon Percy Rockefeller For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director Lloyd G. Trotter         For       For          Management
1.12  Elect Director Daniel Vasella           For       For          Management
1.13  Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PHILLIPS 66

Ticker:       PSX            Security ID:  718546104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Greg C. Garland          For       For          Management
1b    Elect Director John E. Lowe             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Bernthal    For       For          Management
1.2   Elect Director John W. Conway           For       For          Management
1.3   Elect Director Philip G. Cox            For       For          Management
1.4   Elect Director Steven G. Elliott        For       For          Management
1.5   Elect Director Louise K. Goeser         For       For          Management
1.6   Elect Director Stuart E. Graham         For       For          Management
1.7   Elect Director Stuart Heydt             For       For          Management
1.8   Elect Director Raja Rajamannar          For       For          Management
1.9   Elect Director Craig A. Rogerson        For       For          Management
1.10  Elect Director William H. Spence        For       For          Management
1.11  Elect Director Natica von Althann       For       For          Management
1.12  Elect Director Keith H. Williamson      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Political Contributions       Against   Against      Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director George W. Bryan          For       For          Management
1b    Elect Director Carolyn H. Byrd          For       For          Management
1c    Elect Director David J. Cooper, Sr.     For       For          Management
1d    Elect Director Don DeFosset             For       For          Management
1e    Elect Director Eric C. Fast             For       For          Management
1f    Elect Director O.B. Grayson Hall, Jr.   For       For          Management
1g    Elect Director John D. Johns            For       For          Management
1h    Elect Director Charles D. McCrary       For       For          Management
1i    Elect Director James R. Malone          For       For          Management
1j    Elect Director Ruth Ann Marshall        For       For          Management
1k    Elect Director Susan W. Matlock         For       For          Management
1l    Elect Director John E. Maupin, Jr.      For       For          Management
1m    Elect Director John R. Roberts          For       For          Management
1n    Elect Director Lee J. Styslinger, III   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259107
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Josef Ackermann as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Simon Henry as Director        For       For          Management
6     Re-elect Charles Holliday as Director   For       For          Management
7     Re-elect Gerard Kleisterlee as Director For       For          Management
8     Re-elect Jorma Ollila as Director       For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Peter Voser as Director        For       For          Management
12    Re-elect Hans Wijers as Director        For       For          Management
13    Elect Gerrit Zalm as Director           For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SANOFI

Ticker:       SAN            Security ID:  80105N105
Meeting Date: MAY 03, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.77 per Share
4     Elect Fabienne Lecorvaisier as Director For       For          Management
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
8     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
9     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
10    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Grants of
      Restricted Shares in Substitution for
      Discount under Capital Increases for
      Employee Stock Purchase Plans
13    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Henrique De Castro       For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Mary N. Dillon           For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Mary E. Minnick          For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director Derica W. Rice           For       For          Management
1j    Elect Director Gregg W. Steinhafel      For       For          Management
1k    Elect Director John G. Stumpf           For       For          Management
1l    Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: JUL 25, 2012   Meeting Type: Special
Record Date:  JUL 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reallocation of Legal Reserves  For       For          Management
      to Free Reserves
2     Adjourn Meeting                         For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     Adjourn Meeting                         For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph W. Babb, JR.       For       For          Management
1b    Elect Director Mark A. Blinn            For       For          Management
1c    Elect Director Daniel A. Carp           For       For          Management
1d    Elect Director Carrie S. Cox            For       For          Management
1e    Elect Director Pamela H. Patsley        For       For          Management
1f    Elect Director Robert E. Sanchez        For       For          Management
1g    Elect Director Wayne R. Sanders         For       For          Management
1h    Elect Director Ruth J. Simmons          For       For          Management
1i    Elect Director Richard K. Templeton     For       For          Management
1j    Elect Director Christine Todd Whitman   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Ronald T. LeMay          For       For          Management
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director H. John Riley, Jr.       For       For          Management
1i    Elect Director John W. Rowe             For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Mary Alice Taylor        For       For          Management
1l    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Calhoun         For       For          Management
1b    Elect Director Arthur D. Collins, Jr.   For       For          Management
1c    Elect Director Linda Z. Cook            For       For          Management
1d    Elect Director Kenneth M. Duberstein    For       For          Management
1e    Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
1f    Elect Director Lawrence W. Kellner      For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director W. James McNerney, Jr.   For       For          Management
1i    Elect Director Susan C. Schwab          For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
1k    Elect Director Mike S. Zafirovski       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Submit SERP to Shareholder Vote         Against   Against      Shareholder
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jocelyn Carter-Miller    For       For          Management
1.2   Elect Director Jill M. Considine        For       For          Management
1.3   Elect Director Richard A. Goldstein     For       For          Management
1.4   Elect Director Mary J. Steele Guilfoile For       For          Management
1.5   Elect Director H. John Greeniaus        For       For          Management
1.6   Elect Director Dawn Hudson              For       For          Management
1.7   Elect Director William T. Kerr          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  JAN 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard O. Berndt        For       For          Management
1.2   Elect Director Charles E. Bunch         For       For          Management
1.3   Elect Director Paul W. Chellgren        For       For          Management
1.4   Elect Director William S. Demchak       For       For          Management
1.5   Elect Director Kay Coles James          For       For          Management
1.6   Elect Director Richard B. Kelson        For       For          Management
1.7   Elect Director Bruce C. Lindsay         For       For          Management
1.8   Elect Director Anthony A. Massaro       For       For          Management
1.9   Elect Director Jane G. Pepper           For       For          Management
1.10  Elect Director James E. Rohr            For       For          Management
1.11  Elect Director Donald J. Shepard        For       For          Management
1.12  Elect Director Lorene K. Steffes        For       For          Management
1.13  Elect Director Dennis F. Strigl         For       For          Management
1.14  Elect Director Thomas J. Usher          For       For          Management
1.15  Elect Director George H. Walls, Jr.     For       For          Management
1.16  Elect Director Helge H. Wehmeier        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Climate Change Financing Risk Against   Against      Shareholder


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Michael Caulfield     For       For          Management
1.2   Elect Director Ronald E. Goldsberry     For       For          Management
1.3   Elect Director Kevin T. Kabat           For       For          Management
1.4   Elect Director Michael J. Passarella    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 24, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Andy Halford as Director       For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Re-elect Renee James as Director        For       For          Management
7     Re-elect Alan Jebson as Director        For       For          Management
8     Re-elect Samuel Jonah as Director       For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Anne Lauvergeon as Director    For       For          Management
11    Re-elect Luc Vandevelde as Director     For       For          Management
12    Re-elect Anthony Watson as Director     For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 07, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director James I. Cash, Jr.       For       For          Management
1c    Elect Director Roger C. Corbett         For       For          Management
1d    Elect Director Douglas N. Daft          For       For          Management
1e    Elect Director Michael T. Duke          For       For          Management
1f    Elect Director Timothy P. Flynn         For       For          Management
1g    Elect Director Marissa A. Mayer         For       For          Management
1h    Elect Director Gregory B. Penner        For       For          Management
1i    Elect Director Steven S. Reinemund      For       For          Management
1j    Elect Director H. Lee Scott, Jr.        For       For          Management
1k    Elect Director Jim C. Walton            For       For          Management
1l    Elect Director S. Robson Walton         For       For          Management
1m    Elect Director Christopher J. Williams  For       For          Management
1n    Elect Director Linda S. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
6     Stock Retention/Holding Period          Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Disclosure of Recoupment Activity from  Against   Against      Shareholder
      Senior Officers


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sheila P. Burke          For       For          Management
1b    Elect Director George A. Schaefer, Jr.  For       For          Management
1c    Elect Director Joseph R. Swedish        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

ZIMMER HOLDINGS, INC.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher B. Begley    For       For          Management
1b    Elect Director Betsy J. Bernard         For       For          Management
1c    Elect Director Gail K. Boudreaux        For       For          Management
1d    Elect Director David C. Dvorak          For       For          Management
1e    Elect Director Larry C. Glasscock       For       For          Management
1f    Elect Director Robert A. Hagemann       For       For          Management
1g    Elect Director Arthur J. Higgins        For       For          Management
1h    Elect Director John L. McGoldrick       For       For          Management
1i    Elect Director Cecil B. Pickett         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management




==================== Hotchkis and Wiley Mid-Cap Value Fund =====================


AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Fernando Aguirre         For       For          Management
1b    Elect Director Mark T. Bertolini        For       For          Management
1c    Elect Director Frank M. Clark           For       For          Management
1d    Elect Director Betsy Z. Cohen           For       For          Management
1e    Elect Director Molly J. Coye            For       For          Management
1f    Elect Director Roger N. Farah           For       For          Management
1g    Elect Director Barbara Hackman Franklin For       For          Management
1h    Elect Director Jeffrey E. Garten        For       For          Management
1i    Elect Director Ellen M. Hancock         For       For          Management
1j    Elect Director Richard J. Harrington    For       For          Management
1k    Elect Director Edward J. Ludwig         For       For          Management
1l    Elect Director Joseph P. Newhouse       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder
7     Enhance Board Oversight of Political    Against   Against      Shareholder
      Contributions


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

ALLIANT TECHSYSTEMS INC.

Ticker:       ATK            Security ID:  018804104
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne J. Decyk         For       For          Management
1.2   Elect Director Mark W. DeYoung          For       For          Management
1.3   Elect Director Martin C. Faga           For       For          Management
1.4   Elect Director Ronald R. Fogleman       For       For          Management
1.5   Elect Director April H. Foley           For       For          Management
1.6   Elect Director Tig H. Krekel            For       For          Management
1.7   Elect Director Douglas L. Maine         For       For          Management
1.8   Elect Director Roman Martinez, IV       For       For          Management
1.9   Elect Director Mark H. Ronald           For       For          Management
1.10  Elect Director William G. Van Dyke      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

ARRIS GROUP, INC.

Ticker:       ARRS           Security ID:  04270V106
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alex B. Best             For       For          Management
1.2   Elect Director Harry L. Bosco           For       For          Management
1.3   Elect Director James A. Chiddix         For       For          Management
1.4   Elect Director John Anderson Craig      For       For          Management
1.5   Elect Director Andrew T. Heller         For       For          Management
1.6   Elect Director Matthew B. Kearney       For       For          Management
1.7   Elect Director Robert J. Stanzione      For       For          Management
1.8   Elect Director Debora J. Wilson         For       For          Management
1.9   Elect Director David A. Woodle          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Howard L. Carver         For       For          Management
1c    Elect Director Juan N. Cento            For       For          Management
1d    Elect Director Elyse Douglas            For       For          Management
1e    Elect Director Lawrence V. Jackson      For       For          Management
1f    Elect Director David B. Kelso           For       For          Management
1g    Elect Director Charles J. Koch          For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Robert B. Pollock        For       For          Management
1j    Elect Director Paul J. Reilly           For       For          Management
1k    Elect Director Robert W. Stein          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

AVIS BUDGET GROUP, INC.

Ticker:       CAR            Security ID:  053774105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald L. Nelson         For       For          Management
1.2   Elect Director Alun Cathcart            For       For          Management
1.3   Elect Director Mary C. Choksi           For       For          Management
1.4   Elect Director Leonard S. Coleman       For       For          Management
1.5   Elect Director John D. Hardy, Jr.       For       For          Management
1.6   Elect Director Lynn Krominga            For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director F. Robert Salerno        For       For          Management
1.9   Elect Director Stender E. Sweeney       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: AUG 01, 2012   Meeting Type: Annual
Record Date:  JUN 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jens Alder               For       For          Management
2     Elect Director Raymond J. Bromark       For       For          Management
3     Elect Director Gary J. Fernandes        For       For          Management
4     Elect Director Rohit Kapoor             For       For          Management
5     Elect Director Kay Koplovitz            For       For          Management
6     Elect Director Christopher B. Lofgren   For       For          Management
7     Elect Director William E. McCracken     For       For          Management
8     Elect Director Richard Sulpizio         For       For          Management
9     Elect Director Laura S. Unger           For       For          Management
10    Elect Director Arthur F. Weinbach       For       For          Management
11    Elect Director Renato (Ron) Zambonini   For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Outside Director Stock Awards   For       For          Management
      in Lieu of Cash


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

CNO FINANCIAL GROUP, INC.

Ticker:       CNO            Security ID:  12621E103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Edward J. Bonach         For       For          Management
1b    Elect Director Ellyn L. Brown           For       For          Management
1c    Elect Director Robert C. Greving        For       For          Management
1d    Elect Director Mary R. Henderson        For       For          Management
1e    Elect Director R. Keith Long            For       For          Management
1f    Elect Director Neal C. Schneider        For       For          Management
1g    Elect Director Frederick J. Sievert     For       For          Management
1h    Elect Director Michael T. Tokarz        For       For          Management
1i    Elect Director John G. Turner           For       For          Management
2     Amend Securities Transfer Restrictions  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COBALT INTERNATIONAL ENERGY, INC.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph H. Bryant         For       For          Management
1.2   Elect Director N. John Lancaster        For       For          Management
1.3   Elect Director Jon A. Marshall          For       For          Management
1.4   Elect Director Kenneth A. Pontarelli    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COMERICA INCORPORATED

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph W. Babb, Jr.       For       For          Management
1.2   Elect Director Roger A. Cregg           For       For          Management
1.3   Elect Director T. Kevin DeNicola        For       For          Management
1.4   Elect Director Jacqueline P. Kane       For       For          Management
1.5   Elect Director Richard G. Lindner       For       For          Management
1.6   Elect Director Alfred A. Piergallini    For       For          Management
1.7   Elect Director Robert S. Taubman        For       For          Management
1.8   Elect Director Reginald M. Turner, Jr.  For       For          Management
1.9   Elect Director Nina G. Vaca             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: OCT 10, 2012   Meeting Type: Special
Record Date:  AUG 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement              For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Reverse Stock Split             For       For          Management
5     Adjourn Meeting                         For       For          Management


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

COMVERSE, INC.

Ticker:       CNSI           Security ID:  20585P105
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:  MAY 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan D. Bowick          For       For          Management
1.2   Elect Director James Budge              For       For          Management
1.3   Elect Director Doron Inbar              For       For          Management
1.4   Elect Director Henry R. Nothhaft        For       For          Management
1.5   Elect Director Philippe Tartavull       For       For          Management
1.6   Elect Director Mark C. Terrell          For       For          Management
2     Ratify Auditors                         For       For          Management


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

CON-WAY INC.

Ticker:       CNW            Security ID:  205944101
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John J. Anton            For       For          Management
1.2   Elect Director W. Keith Kennedy, Jr.    For       For          Management
1.3   Elect Director Michael J. Murray        For       For          Management
1.4   Elect Director Edith R. Perez           For       For          Management
1.5   Elect Director P. Cody Phipps           For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director William J. Schroeder     For       For          Management
1.8   Elect Director Douglas W. Stotlar       For       For          Management
1.9   Elect Director Peter W. Stott           For       For          Management
1.10  Elect Director Roy W. Templin           For       For          Management
1.11  Elect Director Chelsea C. White, III    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Increase in Size of Board       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Board of Directors
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify Auditors                         For       For          Management


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

DELPHI AUTOMOTIVE PLC

Ticker:       DLPH           Security ID:  G27823106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Gary L. Cowger as a Director    For       For          Management
1.2   Reelect Nicholas M. Donofrio as a       For       For          Management
      Director
1.3   Reelect Mark P. Frissora as a Director  For       For          Management
1.4   Reelect Rajiv L. Gupta as a Director    For       For          Management
1.5   Reelect John A. Krol as a Director      For       For          Management
1.6   Reelect J. Randall MacDonald as a       For       For          Management
      Director
1.7   Reelect Sean O. Mahoney as a Director   For       For          Management
1.8   Reelect Rodney O'Neal as a Director     For       For          Management
1.9   Reelect Thomas W. Sidlik as a Director  For       For          Management
1.10  Reelect Bernd Wiedemann as a Director   For       For          Management
1.11  Reelect Lawrence A. Zimmerman as a      For       For          Management
      Director
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darren R. Huston         For       For          Management
1.2   Elect Director William T. Keevan        For       For          Management
1.3   Elect Director Lyle Logan               For       For          Management
1.4   Elect Director Alan G. Merten           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

E*TRADE FINANCIAL CORPORATION

Ticker:       ETFC           Security ID:  269246401
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul T. Idzik            For       For          Management
1b    Elect Director Frederick W. Kanner      For       For          Management
1c    Elect Director James Lam                For       For          Management
1d    Elect Director Rodger A. Lawson         For       For          Management
1e    Elect Director Rebecca Saeger           For       For          Management
1f    Elect Director Joseph L. Sclafani       For       For          Management
1g    Elect Director Joseph M. Velli          For       For          Management
1h    Elect Director Donna L. Weaver          For       For          Management
1i    Elect Director Stephen H. Willard       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: MAR 08, 2013   Meeting Type: Special
Record Date:  JAN 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 2, 8, 33, 39, and 40     For       For          Management
      Re: Competencies of Board of Directors
      and Executive Members
2     Amend Articles 27, 29, 30, 31, 32, 33,  For       For          Management
      34, and 35  Re: Board Structure
3     Amend Articles 9, 10, 11, 12, 16, 18,   For       For          Management
      20, 22, 23, 30, 31, 32, 33, 39, 47,
      49, 54, 55, and 59


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management
6     Approve Remuneration of Fiscal Council  For       For          Management
1     Amend Stock Option Plan                 For       For          Management
2     Approve Stock Option Plan for Board of  For       For          Management
      Directors


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

FIRST HORIZON NATIONAL CORPORATION

Ticker:       FHN            Security ID:  320517105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Carter         For       For          Management
1.2   Elect Director John C. Compton          For       For          Management
1.3   Elect Director Mark A. Emkes            For       For          Management
1.4   Elect Director Corydon J. Gilchrist     For       For          Management
1.5   Elect Director Vicky B. Gregg           For       For          Management
1.6   Elect Director D. Bryan Jordan          For       For          Management
1.7   Elect Director R. Brad Martin           For       For          Management
1.8   Elect Director Scott M. Niswonger       For       For          Management
1.9   Elect Director Vicki R. Palmer          For       For          Management
1.10  Elect Director Colin V. Reed            For       For          Management
1.11  Elect Director Luke Yancy, III          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

FRESH DEL MONTE PRODUCE INC.

Ticker:       FDP            Security ID:  G36738105
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Amir Abu-Ghazaleh as Director     For       For          Management
1b    Elect Salvatore H. Alfiero as Director  For       For          Management
1c    Elect Edward L. Boykin as Director      For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports (Voting)
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Approve Dividends                       For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GRANITE REAL ESTATE INC.

Ticker:       GRT            Security ID:  387431109
Meeting Date: NOV 15, 2012   Meeting Type: Special
Record Date:  OCT 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Restructuring Plan: Conversion  For       For          Management
      from Corporate Structure to "Stapled
      Unit" REIT
2     Amend Bylaws                            For       For          Management


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

GREAT PLAINS ENERGY INCORPORATED

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terry Bassham            For       For          Management
1.2   Elect Director David L. Bodde           For       For          Management
1.3   Elect Director Randall C. Ferguson, Jr. For       For          Management
1.4   Elect Director Gary D. Forsee           For       For          Management
1.5   Elect Director Thomas D. Hyde           For       For          Management
1.6   Elect Director James A. Mitchell        For       For          Management
1.7   Elect Director Ann D. Murtlow           For       For          Management
1.8   Elect Director John J. Sherman          For       For          Management
1.9   Elect Director Linda H. Talbott         For       For          Management
1.10  Elect Director Robert H. West           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

H&R BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 13, 2012   Meeting Type: Annual
Record Date:  JUL 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul J. Brown            For       For          Management
2     Elect Director William C. Cobb          For       For          Management
3     Elect Director Marvin R. Ellison        For       For          Management
4     Elect Director Robert A. Gerard         For       For          Management
5     Elect Director David Baker Lewis        For       For          Management
6     Elect Director Victoria J. Reich        For       For          Management
7     Elect Director Bruce C. Rohde           For       For          Management
8     Elect Director Tom D. Seip              For       For          Management
9     Elect Director Christianna Wood         For       For          Management
10    Elect Director James F. Wright          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
15    Proxy Access                            Against   Against      Shareholder


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Schoen        For       For          Management
1.2   Elect Director Gary D. Newsome          For       For          Management
1.3   Elect Director Kent P. Dauten           For       For          Management
1.4   Elect Director Pascal J. Goldschmidt    For       For          Management
1.5   Elect Director Donald E. Kiernan        For       For          Management
1.6   Elect Director Robert A. Knox           For       For          Management
1.7   Elect Director Vicki A. O'Meara         For       For          Management
1.8   Elect Director William C. Steere, Jr.   For       For          Management
1.9   Elect Director Randolph W. Westerfield  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Sustainability                Against   Against      Shareholder


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

HUNTINGTON INGALLS INDUSTRIES, INC.

Ticker:       HII            Security ID:  446413106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Bruner         For       For          Management
1.2   Elect Director Artur G. Davis           For       For          Management
1.3   Elect Director Thomas B. Fargo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INGRAM MICRO INC.

Ticker:       IM             Security ID:  457153104
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard I. Atkins         For       For          Management
1.2   Elect Director Leslie Stone Heisz       For       For          Management
1.3   Elect Director John R. Ingram           For       For          Management
1.4   Elect Director Orrin H. Ingram, II      For       For          Management
1.5   Elect Director Dale R. Laurance         For       For          Management
1.6   Elect Director Linda Fayne Levinson     For       For          Management
1.7   Elect Director Scott A. McGregor        For       For          Management
1.8   Elect Director Alain Monie              For       For          Management
1.9   Elect Director Paul Read                For       For          Management
1.10  Elect Director Michael T. Smith         For       For          Management
1.11  Elect Director Joe B. Wyatt             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

JETBLUE AIRWAYS CORPORATION

Ticker:       JBLU           Security ID:  477143101
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David Barger             For       For          Management
1b    Elect Director Jens Bischof             For       For          Management
1c    Elect Director Peter Boneparth          For       For          Management
1d    Elect Director David Checketts          For       For          Management
1e    Elect Director Virginia Gambale         For       For          Management
1f    Elect Director Stephan Gemkow           For       For          Management
1g    Elect Director Ellen Jewett             For       For          Management
1h    Elect Director Stanley McChrystal       For       For          Management
1i    Elect Director Joel Peterson            For       For          Management
1j    Elect Director Ann Rhoades              For       For          Management
1k    Elect Director Frank Sica               For       For          Management
1l    Elect Director Thomas Winkelmann        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KEYCORP

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward P. Campbell       For       For          Management
1.2   Elect Director Joseph A. Carrabba       For       For          Management
1.3   Elect Director Charles P. Cooley        For       For          Management
1.4   Elect Director Alexander M. Cutler      For       For          Management
1.5   Elect Director H. James Dallas          For       For          Management
1.6   Elect Director Elizabeth R. Gile        For       For          Management
1.7   Elect Director Ruth Ann M. Gillis       For       For          Management
1.8   Elect Director William G. Gisel, Jr.    For       For          Management
1.9   Elect Director Richard J. Hipple        For       For          Management
1.10  Elect Director Kristen L. Manos         For       For          Management
1.11  Elect Director Beth E. Mooney           For       For          Management
1.12  Elect Director Barbara R. Snyder        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter Boneparth          For       For          Management
1b    Elect Director Steven A. Burd           For       For          Management
1c    Elect Director Dale E. Jones            For       For          Management
1d    Elect Director Kevin Mansell            For       For          Management
1e    Elect Director John E. Schlifske        For       For          Management
1f    Elect Director Frank V. Sica            For       For          Management
1g    Elect Director Peter M. Sommerhauser    For       For          Management
1h    Elect Director Stephanie A. Streeter    For       For          Management
1i    Elect Director Nina G. Vaca             For       For          Management
1j    Elect Director Stephen E. Watson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Policy on Animal Cruelty          Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

KOSMOS ENERGY LTD.

Ticker:       KOS            Security ID:  G5315B107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Kemp III         For       For          Management
1.2   Elect Director Brian F. Maxted          For       For          Management
1.3   Elect Director Richard B. Dearlove      For       For          Management
1.4   Elect Director David I. Foley           For       For          Management
1.5   Elect Director David B. Krieger         For       For          Management
1.6   Elect Director Joseph P. Landy          For       For          Management
1.7   Elect Director Prakash A. Melwani       For       For          Management
1.8   Elect Director Adebayo ("Bayo") O.      For       For          Management
      Ogunlesi
1.9   Elect Director Lars H. Thunell          For       For          Management
1.10  Elect Director Chris Tong               For       For          Management
1.11  Elect Director Christopher A. Wright    For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LEAR CORPORATION

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas P. Capo           For       For          Management
1.2   Elect Director Jonathan F. Foster       For       For          Management
1.3   Elect Director Kathleen A. Ligocki      For       For          Management
1.4   Elect Director Conrad L. Mallett, Jr.   For       For          Management
1.5   Elect Director Donald L. Runkle         For       For          Management
1.6   Elect Director Matthew J. Simoncini     For       For          Management
1.7   Elect Director Gregory C. Smith         For       For          Management
1.8   Elect Director Henry D. G. Wallace      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MAGNA INTERNATIONAL INC.

Ticker:       MG             Security ID:  559222401
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director Scott B. Bonham          For       For          Management
1.02  Elect Director Peter G. Bowie           For       For          Management
1.03  Elect Director J. Trevor Eyton          For       For          Management
1.04  Elect Director V. Peter Harder          For       For          Management
1.05  Elect Director Lady Barbara Judge       For       For          Management
1.06  Elect Director Kurt J. Lauk             For       For          Management
1.07  Elect Director Donald J. Walker         For       For          Management
1.08  Elect Director Lawrence D. Worrall      For       For          Management
1.09  Elect Director William L. Young         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize the Audit Committee to
      Fix Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

MANPOWERGROUP INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gina R. Boswell          For       For          Management
1.2   Elect Director William Downe            For       For          Management
1.3   Elect Director Jack M. Greenberg        For       For          Management
1.4   Elect Director Patricia A.              For       For          Management
      Hemingway-Hall
1.5   Elect Director Terry A. Hueneke         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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

MARVELL TECHNOLOGY GROUP LTD.

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUN 26, 2013   Meeting Type: Annual
Record Date:  APR 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sehat Sutardja           For       For          Management
1b    Elect Director Juergen Gromer           For       For          Management
1c    Elect Director John G. Kassakian        For       For          Management
1d    Elect Director Arturo Krueger           For       For          Management
1e    Elect Director Randhir Thakur           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Approve PricewaterhouseCoopers LLP  as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

MOLSON COORS BREWING COMPANY

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Eaton              For       For          Management
1.2   Elect Director Charles M. Herington     For       For          Management
1.3   Elect Director H. Sanford Riley         For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Provide that Holders of Class A and
      Class B Common Stock shall Vote
      Together as a Single Class, on an
      Advisory Basis, to Approve Compensation


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

NORTHERN TRUST CORPORATION

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda Walker Bynoe       For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       For          Management
1.3   Elect Director Susan Crown              For       For          Management
1.4   Elect Director Dipak C. Jain            For       For          Management
1.5   Elect Director Robert W. Lane           For       For          Management
1.6   Elect Director Edward J. Mooney         For       For          Management
1.7   Elect Director Jose Luis Prado          For       For          Management
1.8   Elect Director John W. Rowe             For       For          Management
1.9   Elect Director Martin P. Slark          For       For          Management
1.10  Elect Director David H. B. Smith, Jr.   For       For          Management
1.11  Elect Director Charles A. Tribbett, III For       For          Management
1.12  Elect Director Frederick H. Waddell     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions and   Against   Against      Shareholder
      Lobbying Expenditures


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: NOV 09, 2012   Meeting Type: Special
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Fix Number of Directors at Sixteen      For       For          Management
3     Adjourn Meeting                         For       For          Management


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James D. Shelton         For       For          Management
1b    Elect Director Steven J. Heyer          For       For          Management
1c    Elect Director John Workman             For       For          Management
1d    Elect Director Amy Wallman              For       For          Management
1e    Elect Director Andrea R. Lindell        For       For          Management
1f    Elect Director Barry Schochet           For       For          Management
1g    Elect Director Mark A. Emmert           For       For          Management
1h    Elect Director Sam R. Leno              For       For          Management
1i    Elect Director John L. Bernbach         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ON SEMICONDUCTOR CORPORATION

Ticker:       ONNN           Security ID:  682189105
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Daniel McCranie       For       For          Management
1.2   Elect Director Emmanuel T. Hernandez    For       For          Management
1.3   Elect Director Teresa M. Ressel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

PHH CORPORATION

Ticker:       PHH            Security ID:  693320202
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jane D. Carlin           For       For          Management
1.2   Elect Director Thomas P. Gibbons        For       For          Management
1.3   Elect Director Deborah M. Reif          For       For          Management
1.4   Elect Director Carroll R. Wetzel, Jr.   For       For          Management
1.5   Elect Director Jon A. Boscia            For       For          Management
1.6   Elect Director Glen A. Messina          For       For          Management
1.7   Elect Director Charles P. Pizzi         For       For          Management
1.8   Elect Director James O. Egan            For       For          Management
1.9   Elect Director Allan Z. Loren           For       For          Management
1.10  Elect Director G.J. Parseghian          For       For          Management
1.11  Elect Director Jane D. Carlin           For       For          Management
1.12  Elect Director Thomas P. Gibbons        For       For          Management
1.13  Elect Director Deborah M. Reif          For       For          Management
1.14  Elect Director Carroll R. Wetzel, Jr.   For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Bernthal    For       For          Management
1.2   Elect Director John W. Conway           For       For          Management
1.3   Elect Director Philip G. Cox            For       For          Management
1.4   Elect Director Steven G. Elliott        For       For          Management
1.5   Elect Director Louise K. Goeser         For       For          Management
1.6   Elect Director Stuart E. Graham         For       For          Management
1.7   Elect Director Stuart Heydt             For       For          Management
1.8   Elect Director Raja Rajamannar          For       For          Management
1.9   Elect Director Craig A. Rogerson        For       For          Management
1.10  Elect Director William H. Spence        For       For          Management
1.11  Elect Director Natica von Althann       For       For          Management
1.12  Elect Director Keith H. Williamson      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Political Contributions       Against   Against      Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol Shin           For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Reduce Supermajority Vote Requirement   Against   Against      Shareholder


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

QUEST DIAGNOSTICS INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Baldwin          For       For          Management
1.2   Elect Director Gary M. Pfeiffer         For       For          Management
1.3   Elect Director Stephen H. Rusckowski    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Eliminate Class of Preferred Stock      For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Reduce Supermajority Vote Requirement   None      For          Shareholder
7     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director George W. Bryan          For       For          Management
1b    Elect Director Carolyn H. Byrd          For       For          Management
1c    Elect Director David J. Cooper, Sr.     For       For          Management
1d    Elect Director Don DeFosset             For       For          Management
1e    Elect Director Eric C. Fast             For       For          Management
1f    Elect Director O.B. Grayson Hall, Jr.   For       For          Management
1g    Elect Director John D. Johns            For       For          Management
1h    Elect Director Charles D. McCrary       For       For          Management
1i    Elect Director James R. Malone          For       For          Management
1j    Elect Director Ruth Ann Marshall        For       For          Management
1k    Elect Director Susan W. Matlock         For       For          Management
1l    Elect Director John E. Maupin, Jr.      For       For          Management
1m    Elect Director John R. Roberts          For       For          Management
1n    Elect Director Lee J. Styslinger, III   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder


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

RENT-A-CENTER, INC.

Ticker:       RCII           Security ID:  76009N100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1.  Elect Director Mitchell E. Fadel        For       For          Management
1.2   Elect Director Paula Stern, Ph.D.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David W. Biegler         For       For          Management
1b    Elect Director J. Veronica Biggins      For       For          Management
1c    Elect Director Douglas H. Brooks        For       For          Management
1d    Elect Director William H. Cunningham    For       For          Management
1e    Elect Director John G. Denison          For       For          Management
1f    Elect Director Gary C. Kelly            For       For          Management
1g    Elect Director Nancy B. Loeffler        For       For          Management
1h    Elect Director John T. Montford         For       For          Management
1i    Elect Director Thomas M. Nealon         For       For          Management
1j    Elect Director Daniel D. Villanueva     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Basil L. Anderson        For       For          Management
1b    Elect Director Arthur M. Blank          For       For          Management
1c    Elect Director Drew G. Faust            For       For          Management
1d    Elect Director Justin King              For       For          Management
1e    Elect Director Carol Meyrowitz          For       For          Management
1f    Elect Director Rowland T. Moriarty      For       For          Management
1g    Elect Director Robert C. Nakasone       For       For          Management
1h    Elect Director Ronald L. Sargent        For       For          Management
1i    Elect Director Elizabeth A. Smith       For       For          Management
1j    Elect Director Robert E. Sulentic       For       For          Management
1k    Elect Director Raul Vazquez             For       For          Management
1l    Elect Director Vijay Vishwanath         For       For          Management
1m    Elect Director Paul F. Walsh            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Proxy Access                            Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

STONE ENERGY CORPORATION

Ticker:       SGY            Security ID:  861642106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Christmas      For       For          Management
1.2   Elect Director B.J. Duplantis           For       For          Management
1.3   Elect Director Peter D. Kinnear         For       For          Management
1.4   Elect Director John P. Laborde          For       For          Management
1.5   Elect Director Robert S. Murley         For       For          Management
1.6   Elect Director Richard A. Pattarozzi    For       For          Management
1.7   Elect Director Donald E. Powell         For       For          Management
1.8   Elect Director Kay G. Priestly          For       For          Management
1.9   Elect Director Phyllis M. Taylor        For       For          Management
1.10  Elect Director David H. Welch           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Beall, II      For       For          Management
1.2   Elect Director Alston D. Correll        For       For          Management
1.3   Elect Director Jeffrey C. Crowe         For       For          Management
1.4   Elect Director David H. Hughes          For       For          Management
1.5   Elect Director M. Douglas Ivester       For       For          Management
1.6   Elect Director Kyle Prechtl Legg        For       For          Management
1.7   Elect Director William A. Linnenbringer For       For          Management
1.8   Elect Director Donna S. Morea           For       For          Management
1.9   Elect Director David M. Ratcliffe       For       For          Management
1.10  Elect Director William H. Rogers, Jr.   For       For          Management
1.11  Elect Director Frank W. Scruggs         For       For          Management
1.12  Elect Director Thomas R. Watjen         For       For          Management
1.13  Elect Director Phail Wynn, Jr.          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: JUL 17, 2012   Meeting Type: Annual
Record Date:  MAY 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald R. Chappel        For       For          Management
2     Elect Director Irwin S. Cohen           For       For          Management
3     Elect Director Ronald E. Daly           For       For          Management
4     Elect Director Susan E. Engel           For       For          Management
5     Elect Director Philip L. Francis        For       For          Management
6     Elect Director Edwin C. Gage            For       For          Management
7     Elect Director Craig R. Herkert         For       For          Management
8     Elect Director Steven S. Rogers         For       For          Management
9     Elect Director Matthew E. Rubel         For       For          Management
10    Elect Director Wayne C. Sales           For       For          Management
11    Elect Director Kathi P. Seifert         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       For          Management
15    Amend Deferred Compensation Plan        For       For          Management
16    Reduce Supermajority Vote Requirement   For       For          Management
17    Reduce Supermajority Vote Requirement   For       For          Management
18    Adjust Par Value of Common Stock        For       For          Management


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

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: OCT 23, 2012   Meeting Type: Annual
Record Date:  AUG 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen M. Bennett       For       For          Management
1b    Elect Director Michael A. Brown         For       For          Management
1c    Elect Director Frank E. Dangeard        For       For          Management
1d    Elect Director Stephen E. Gillett       For       For          Management
1e    Elect Director Geraldine B. Laybourne   For       For          Management
1f    Elect Director David L. Mahoney         For       For          Management
1g    Elect Director Robert S. Miller         For       For          Management
1h    Elect Director Daniel H. Schulman       For       For          Management
1i    Elect Director V. Paul Unruh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   Against      Shareholder


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: JUL 25, 2012   Meeting Type: Special
Record Date:  JUL 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reallocation of Legal Reserves  For       For          Management
      to Free Reserves
2     Adjourn Meeting                         For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pierre R. Brondeau       For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director William A. Jeffrey       For       For          Management
1.4   Elect Director Thomas J. Lynch          For       For          Management
1.5   Elect Director Yong Nam                 For       For          Management
1.6   Elect Director Daniel J. Phelan         For       For          Management
1.7   Elect Director Frederic M. Poses        For       For          Management
1.8   Elect Director Lawrence S. Smith        For       For          Management
1.9   Elect Director Paula A. Sneed           For       For          Management
1.10  Elect Director David P. Steiner         For       For          Management
1.11  Elect Director John C. Van Scoter       For       For          Management
2.1   Accept Annual Report for Fiscal         For       For          Management
      2011/2012
2.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2012/2013
2.3   Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2012/2013
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2012/2013
4.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2012/2013
4.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2012/2013
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Approve Ordinary Cash Dividend          For       For          Management
7     Renew Authorized Capital                For       For          Management
8     Approve Reduction in Share Capital      For       For          Management
9     Adjourn Meeting                         For       For          Management


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Ronald T. LeMay          For       For          Management
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director H. John Riley, Jr.       For       For          Management
1i    Elect Director John W. Rowe             For       For          Management
1j    Elect Director Judith A. Sprieser       For       For          Management
1k    Elect Director Mary Alice Taylor        For       For          Management
1l    Elect Director Thomas J. Wilson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE GEO GROUP, INC.

Ticker:       GEO            Security ID:  36159R103
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clarence E. Anthony      For       For          Management
1.2   Elect Director Norman A. Carlson        For       For          Management
1.3   Elect Director Anne N. Foreman          For       For          Management
1.4   Elect Director Richard H. Glanton       For       For          Management
1.5   Elect Director Christopher C. Wheeler   For       For          Management
1.6   Elect Director George C. Zoley          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Other Business                          For       For          Management


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

THE GOODYEAR TIRE & RUBBER COMPANY

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 15, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William J. Conaty        For       For          Management
1b    Elect Director James A. Firestone       For       For          Management
1c    Elect Director Werner Geissler          For       For          Management
1d    Elect Director Peter S. Hellman         For       For          Management
1e    Elect Director Richard J. Kramer        For       For          Management
1f    Elect Director W. Alan McCollough       For       For          Management
1g    Elect Director John E. McGlade          For       For          Management
1h    Elect Director Roderick A. Palmore      For       For          Management
1i    Elect Director Shirley D. Peterson      For       For          Management
1j    Elect Director Stephanie A. Streeter    For       For          Management
1k    Elect Director Thomas H. Weidemeyer     For       For          Management
1l    Elect Director Michael R. Wessel        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      to Remove Directors
5     Reduce Supermajority Vote Requirement   For       For          Management
      for Certain Business Combinations
6     Eliminate Cumulative Voting             For       For          Management
7     Amend Right to Call Special Meeting     For       For          Management
8     Opt Out of State's Control Share        For       For          Management
      Acquisition Law
9     Ratify Auditors                         For       For          Management


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

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jocelyn Carter-Miller    For       For          Management
1.2   Elect Director Jill M. Considine        For       For          Management
1.3   Elect Director Richard A. Goldstein     For       For          Management
1.4   Elect Director Mary J. Steele Guilfoile For       For          Management
1.5   Elect Director H. John Greeniaus        For       For          Management
1.6   Elect Director Dawn Hudson              For       For          Management
1.7   Elect Director William T. Kerr          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dinyar S. Devitre        For       For          Management
2     Elect Director Betsy D. Holden          For       For          Management
3     Elect Director Wulf von Schimmelmann    For       For          Management
4     Elect Director Solomon D. Trujillo      For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Provide Right to Call Special Meeting   For       For          Management
8     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions


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

TORCHMARK CORPORATION

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Adair         For       For          Management
1.2   Elect Director Marilyn A. Alexander     For       For          Management
1.3   Elect Director David L. Boren           For       For          Management
1.4   Elect Director Jane M. Buchan           For       For          Management
1.5   Elect Director Gary L. Coleman          For       For          Management
1.6   Elect Director Larry M. Hutchison       For       For          Management
1.7   Elect Director Robert W. Ingram         For       For          Management
1.8   Elect Director Mark S. McAndrew         For       For          Management
1.9   Elect Director Lloyd W. Newton          For       For          Management
1.10  Elect Director Wesley D. Protheroe      For       For          Management
1.11  Elect Director Darren M. Rebelez        For       For          Management
1.12  Elect Director Lamar C. Smith           For       For          Management
1.13  Elect Director Paul J. Zucconi          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Michael Caulfield     For       For          Management
1.2   Elect Director Ronald E. Goldsberry     For       For          Management
1.3   Elect Director Kevin T. Kabat           For       For          Management
1.4   Elect Director Michael J. Passarella    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.  For       For          Management
1.2   Elect Director Kenneth V. Darish        For       For          Management
1.3   Elect Director Robert A. Mason          For       For          Management
1.4   Elect Director Robert L. Recchia        For       For          Management
1.5   Elect Director Thomas J. Reddin         For       For          Management
1.6   Elect Director Alan F. Schultz          For       For          Management
1.7   Elect Director Wallace S. Snyder        For       For          Management
1.8   Elect Director Luis A. Ubinas           For       For          Management
1.9   Elect Director Faith Whittlesey         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Other Business                          For       For          Management


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

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jerry C. Atkin           For       For          Management
1b    Elect Director R.D. Cash                For       For          Management
1c    Elect Director Patricia Frobes          For       For          Management
1d    Elect Director J. David Heaney          For       For          Management
1e    Elect Director Roger B. Porter          For       For          Management
1f    Elect Director Stephen D. Quinn         For       For          Management
1g    Elect Director Harris H. Simmons        For       For          Management
1h    Elect Director L.E. Simmons             For       For          Management
1i    Elect Director Shelley Thomas Williams  For       For          Management
1j    Elect Director Steven C. Wheelwright    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   Against      Shareholder




=================== Hotchkis and Wiley Small Cap Value Fund ====================


ALLIANT TECHSYSTEMS INC.

Ticker:       ATK            Security ID:  018804104
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne J. Decyk         For       For          Management
1.2   Elect Director Mark W. DeYoung          For       For          Management
1.3   Elect Director Martin C. Faga           For       For          Management
1.4   Elect Director Ronald R. Fogleman       For       For          Management
1.5   Elect Director April H. Foley           For       For          Management
1.6   Elect Director Tig H. Krekel            For       For          Management
1.7   Elect Director Douglas L. Maine         For       For          Management
1.8   Elect Director Roman Martinez, IV       For       For          Management
1.9   Elect Director Mark H. Ronald           For       For          Management
1.10  Elect Director William G. Van Dyke      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

Ticker:       AGII           Security ID:  G0464B107
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director F. Sedgwick Browne       For       For          Management
1.2   Elect Director Hector De Leon           For       For          Management
1.3   Elect Director Kathleen A. Nealon       For       For          Management
1.4   Elect Director John H. Tonelli          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration


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

ARRIS GROUP, INC.

Ticker:       ARRS           Security ID:  04270V106
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alex B. Best             For       For          Management
1.2   Elect Director Harry L. Bosco           For       For          Management
1.3   Elect Director James A. Chiddix         For       For          Management
1.4   Elect Director John Anderson Craig      For       For          Management
1.5   Elect Director Andrew T. Heller         For       For          Management
1.6   Elect Director Matthew B. Kearney       For       For          Management
1.7   Elect Director Robert J. Stanzione      For       For          Management
1.8   Elect Director Debora J. Wilson         For       For          Management
1.9   Elect Director David A. Woodle          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

ASSOCIATED BANC-CORP

Ticker:       ASBC           Security ID:  045487105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       For          Management
1.2   Elect Director Ruth M. Crowley          For       For          Management
1.3   Elect Director Philip B. Flynn          For       For          Management
1.4   Elect Director Ronald R. Harder         For       For          Management
1.5   Elect Director William R. Hutchinson    For       For          Management
1.6   Elect Director Robert A. Jeffe          For       For          Management
1.7   Elect Director Eileen A. Kamerick       For       For          Management
1.8   Elect Director Richard T. Lommen        For       For          Management
1.9   Elect Director J. Douglas Quick         For       For          Management
1.10  Elect Director Karen T. van Lith        For       For          Management
1.11  Elect Director John (Jay) B. Williams   For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Howard L. Carver         For       For          Management
1c    Elect Director Juan N. Cento            For       For          Management
1d    Elect Director Elyse Douglas            For       For          Management
1e    Elect Director Lawrence V. Jackson      For       For          Management
1f    Elect Director David B. Kelso           For       For          Management
1g    Elect Director Charles J. Koch          For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Robert B. Pollock        For       For          Management
1j    Elect Director Paul J. Reilly           For       For          Management
1k    Elect Director Robert W. Stein          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

AVIS BUDGET GROUP, INC.

Ticker:       CAR            Security ID:  053774105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald L. Nelson         For       For          Management
1.2   Elect Director Alun Cathcart            For       For          Management
1.3   Elect Director Mary C. Choksi           For       For          Management
1.4   Elect Director Leonard S. Coleman       For       For          Management
1.5   Elect Director John D. Hardy, Jr.       For       For          Management
1.6   Elect Director Lynn Krominga            For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director F. Robert Salerno        For       For          Management
1.9   Elect Director Stender E. Sweeney       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CAPLEASE, INC.

Ticker:       LSE            Security ID:  140288101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul H. McDowell         For       For          Management
1.2   Elect Director William R. Pollert       For       For          Management
1.3   Elect Director Michael E. Gagliardi     For       For          Management
1.4   Elect Director Catherine F. Long        For       For          Management
1.5   Elect Director Jeffrey F. Rogatz        For       For          Management
1.6   Elect Director Howard A. Silver         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

CIBER, INC.

Ticker:       CBR            Security ID:  17163B102
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jean-Francois Heitz      For       For          Management
1.2   Elect Director James C. Spira           For       For          Management
1.3   Elect Director Bobby G. Stevenson       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CIRCOR INTERNATIONAL, INC.

Ticker:       CIR            Security ID:  17273K109
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerome D. Brady          For       For          Management
1.2   Elect Director Peter M. Wilver          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CNO FINANCIAL GROUP, INC.

Ticker:       CNO            Security ID:  12621E103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Edward J. Bonach         For       For          Management
1b    Elect Director Ellyn L. Brown           For       For          Management
1c    Elect Director Robert C. Greving        For       For          Management
1d    Elect Director Mary R. Henderson        For       For          Management
1e    Elect Director R. Keith Long            For       For          Management
1f    Elect Director Neal C. Schneider        For       For          Management
1g    Elect Director Frederick J. Sievert     For       For          Management
1h    Elect Director Michael T. Tokarz        For       For          Management
1i    Elect Director John G. Turner           For       For          Management
2     Amend Securities Transfer Restrictions  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COBALT INTERNATIONAL ENERGY, INC.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph H. Bryant         For       For          Management
1.2   Elect Director N. John Lancaster        For       For          Management
1.3   Elect Director Jon A. Marshall          For       For          Management
1.4   Elect Director Kenneth A. Pontarelli    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: OCT 10, 2012   Meeting Type: Special
Record Date:  AUG 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement              For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Reverse Stock Split             For       For          Management
5     Adjourn Meeting                         For       For          Management


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

COMVERSE, INC.

Ticker:       CNSI           Security ID:  20585P105
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:  MAY 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan D. Bowick          For       For          Management
1.2   Elect Director James Budge              For       For          Management
1.3   Elect Director Doron Inbar              For       For          Management
1.4   Elect Director Henry R. Nothhaft        For       For          Management
1.5   Elect Director Philippe Tartavull       For       For          Management
1.6   Elect Director Mark C. Terrell          For       For          Management
2     Ratify Auditors                         For       For          Management


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

CON-WAY INC.

Ticker:       CNW            Security ID:  205944101
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John J. Anton            For       For          Management
1.2   Elect Director W. Keith Kennedy, Jr.    For       For          Management
1.3   Elect Director Michael J. Murray        For       For          Management
1.4   Elect Director Edith R. Perez           For       For          Management
1.5   Elect Director P. Cody Phipps           For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director William J. Schroeder     For       For          Management
1.8   Elect Director Douglas W. Stotlar       For       For          Management
1.9   Elect Director Peter W. Stott           For       For          Management
1.10  Elect Director Roy W. Templin           For       For          Management
1.11  Elect Director Chelsea C. White, III    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Increase in Size of Board       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Board of Directors
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify Auditors                         For       For          Management


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darren R. Huston         For       For          Management
1.2   Elect Director William T. Keevan        For       For          Management
1.3   Elect Director Lyle Logan               For       For          Management
1.4   Elect Director Alan G. Merten           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: MAR 08, 2013   Meeting Type: Special
Record Date:  JAN 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 2, 8, 33, 39, and 40     For       For          Management
      Re: Competencies of Board of Directors
      and Executive Members
2     Amend Articles 27, 29, 30, 31, 32, 33,  For       For          Management
      34, and 35  Re: Board Structure
3     Amend Articles 9, 10, 11, 12, 16, 18,   For       For          Management
      20, 22, 23, 30, 31, 32, 33, 39, 47,
      49, 54, 55, and 59


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

EMBRAER SA

Ticker:       ERJ            Security ID:  29082A107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Elect Fiscal Council Members            For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management
6     Approve Remuneration of Fiscal Council  For       For          Management
1     Amend Stock Option Plan                 For       For          Management
2     Approve Stock Option Plan for Board of  For       For          Management
      Directors


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

ENDURANCE SPECIALTY HOLDINGS LTD.

Ticker:       ENH            Security ID:  G30397106
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John T. Baily as Director         For       For          Management
1.2   Elect Norman Barham as Director         For       For          Management
1.3   Elect Galen R. Barnes  as Director      For       For          Management
1.4   Elect Scott D. Moore as Director        For       For          Management
1.5   Elect William H. Bolinder as            For       For          Management
      Subsidiary Director of Endurance
      Specialty Insurance Ltd.
1.6   Elect David Cash as Subsidiary          For       For          Management
      Director of Endurance Specialty
      Insurance Ltd.
1.7   Elect John V. Del Col as Subsidiary     For       For          Management
      Director of Endurance Specialty
      Insurance Ltd.
1.8   Elect Alan Barlow as Subsidiary         For       For          Management
      Director of Endurance Worldwide
      Holdings Limited
1.9   Elect William H. Bolinder as            For       For          Management
      Subsidiary Director of Endurance
      Worldwide Holdings Limited
1.10  Elect David Cash as Subsidiary          For       For          Management
      Director of Endurance Worldwide
      Holdings Limited
1.11  Elect Simon Minshall as Subsidiary      For       For          Management
      Director of Endurance Worldwide
      Holdings Limited
1.12  Elect Brendan R. O'Neill as Subsidiary  For       For          Management
      Director of Endurance Worldwide
      Holdings Limited
1.13  Elect Allan Barlow as Subsidiary        For       For          Management
      Director of Endurance Worldwide
      Insurance Limited
1.14  Elect William H. Bolinder as            For       For          Management
      Subsidiary Director of Endurance
      Worldwide Insurance Limited
1.15  Elect as David Cash Subsidiary          For       For          Management
      Director of Endurance Worldwide
      Insurance Limited
1.16  Elect Simon Minshall as Subsidiary      For       For          Management
      Director of Endurance Worldwide
      Insurance Limited
1.17  Elect Brendan R. O'Neill as Subsidiary  For       For          Management
      Director of Endurance Worldwide
      Insurance Limited
2     Approve Ernst & Young Ltd. as Auditors  For       For          Management
      and Authorize Board  through the Audit
      Committee to Fix Their Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend the Company's Amended and         For       For          Management
      Restated Bylaws


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

FIRST HORIZON NATIONAL CORPORATION

Ticker:       FHN            Security ID:  320517105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Carter         For       For          Management
1.2   Elect Director John C. Compton          For       For          Management
1.3   Elect Director Mark A. Emkes            For       For          Management
1.4   Elect Director Corydon J. Gilchrist     For       For          Management
1.5   Elect Director Vicky B. Gregg           For       For          Management
1.6   Elect Director D. Bryan Jordan          For       For          Management
1.7   Elect Director R. Brad Martin           For       For          Management
1.8   Elect Director Scott M. Niswonger       For       For          Management
1.9   Elect Director Vicki R. Palmer          For       For          Management
1.10  Elect Director Colin V. Reed            For       For          Management
1.11  Elect Director Luke Yancy, III          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

FIRST INTERSTATE BANCSYSTEM, INC.

Ticker:       FIBK           Security ID:  32055Y201
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David H. Crum            For       For          Management
1.2   Elect Director William B. Ebzery        For       For          Management
1.3   Elect Director John M. Heyneman, Jr.    For       For          Management
1.4   Elect Director Jonathan R. Scott        For       For          Management
1.5   Elect Director Theodore H. Williams     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

FIRST NIAGARA FINANCIAL GROUP, INC.

Ticker:       FNFG           Security ID:  33582V108
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne J. Coady         For       For          Management
1.2   Elect Director Carl A. Florio           For       For          Management
1.3   Elect Director Nathaniel D. Woodson     For       For          Management
1.4   Elect Director Carlton L. Highsmith     For       For          Management
1.5   Elect Director George M. Philip         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

FURNITURE BRANDS INTERNATIONAL, INC.

Ticker:       FBN            Security ID:  360921100
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kent J. Hussey           For       For          Management
1.2   Elect Director Ira D. Kaplan            For       For          Management
1.3   Elect Director Ann S. Lieff             For       For          Management
1.4   Elect Director Aubrey B. Patterson      For       For          Management
1.5   Elect Director George E. Ross           For       For          Management
1.6   Elect Director Ralph P. Scozzafava      For       For          Management
2     Amend Shareholder Rights Plan (Poison   For       For          Management
      Pill)
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Reverse Stock Split             For       For          Management
5     Approve Reverse Stock Split             For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

GENON ENERGY, INC.

Ticker:       GEN            Security ID:  37244E107
Meeting Date: NOV 09, 2012   Meeting Type: Special
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management
3     Adjourn Meeting                         For       For          Management


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

GLOBAL INDEMNITY PLC

Ticker:       GBLI           Security ID:  G39319101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Saul A. Fox              For       For          Management
1b    Elect Director Stephen A. Cozen         For       For          Management
1c    Elect Director James W. Crystal         For       For          Management
1d    Elect Director Seth J. Gersch           For       For          Management
1e    Elect Director John H. Howes            For       For          Management
1f    Elect Director Chad A. Leat             For       For          Management
1g    Elect Director Cynthia Y. Valko         For       For          Management
2     Authorize Share Repurchase Program      For       For          Management
3     Authorize Reissuance of Repurchased     For       For          Management
      Shares
4     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
5a1   Elect Alan Bossin as Director of Wind   For       For          Management
      River Reinsurance Company, LTD
5a2   Elect Stephen Green as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5a3   Elect Linda C. Hohn as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5a4   Elect Andre Perez as Director of Wind   For       For          Management
      River Reinsurance Company, LTD
5a5   Elect Cynthia Y. Valko as Director of   For       For          Management
      Wind River Reinsurance Company, LTD
5a6   Elect Marie-Joelle Chapleau as          For       For          Management
      Director of Wind River Reinsurance
      Company, LTD
5a7   Elect Janita Burke as Director of Wind  For       For          Management
      River Reinsurance Company, LTD
5a8   Elect Nigel Godfrey as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5b    Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for Wind River Reinsurance
      Company, LTD
6     Amend Articles of Association of        For       For          Management
      Global Indemnity plc to Permit
      Redemption of Shares Without
      Obligation to Redeem on a Pro Rata
      Basis
7     Change Location of Annual Meeting       For       For          Management


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

GRANITE REAL ESTATE INC.

Ticker:       GRT            Security ID:  387431109
Meeting Date: NOV 15, 2012   Meeting Type: Special
Record Date:  OCT 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Restructuring Plan: Conversion  For       For          Management
      from Corporate Structure to "Stapled
      Unit" REIT
2     Amend Bylaws                            For       For          Management


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

GRANITE REAL ESTATE INVESTMENT TRUST

Ticker:       GRT.UN         Security ID:  387437114
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  MAY 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Michael Brody             For       For          Management
1.2   Elect Trustee Peter Dey                 For       For          Management
1.3   Elect Trustee Barry Gilbertson          For       For          Management
1.4   Elect Trustee Thomas Heslip             For       For          Management
1.5   Elect Trustee Gerald Miller             For       For          Management
1.6   Elect Trustee Scott Oran                For       For          Management
1.7   Elect Trustee G. Wesley Voorheis        For       For          Management
2.1   Elect Michael Brody as Director of      For       For          Management
      Granite REIT Inc.
2.2   Elect Peter Dey as Director of Granite  For       For          Management
      REIT Inc.
2.3   Elect Barry Gilbertson as Director of   For       For          Management
      Granite REIT Inc.
2.4   Elect Thomas Heslip as Director of      For       For          Management
      Granite REIT Inc.
2.5   Elect Gerald Miller as Director of      For       For          Management
      Granite REIT Inc.
2.6   Elect Scott Oran as Director of         For       For          Management
      Granite REIT Inc.
2.7   Elect G. Wesley Voorheis as Director    For       For          Management
      of Granite REIT Inc.
3     Ratify Deloitte LLP as Auditors         For       For          Management
4     Approve Deloitte LLP as Auditors of     For       For          Management
      Granite REIT Inc. and Authorize Board
      to Fix Their Remuneration


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

GREAT PLAINS ENERGY INCORPORATED

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terry Bassham            For       For          Management
1.2   Elect Director David L. Bodde           For       For          Management
1.3   Elect Director Randall C. Ferguson, Jr. For       For          Management
1.4   Elect Director Gary D. Forsee           For       For          Management
1.5   Elect Director Thomas D. Hyde           For       For          Management
1.6   Elect Director James A. Mitchell        For       For          Management
1.7   Elect Director Ann D. Murtlow           For       For          Management
1.8   Elect Director John J. Sherman          For       For          Management
1.9   Elect Director Linda H. Talbott         For       For          Management
1.10  Elect Director Robert H. West           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Schoen        For       For          Management
1.2   Elect Director Gary D. Newsome          For       For          Management
1.3   Elect Director Kent P. Dauten           For       For          Management
1.4   Elect Director Pascal J. Goldschmidt    For       For          Management
1.5   Elect Director Donald E. Kiernan        For       For          Management
1.6   Elect Director Robert A. Knox           For       For          Management
1.7   Elect Director Vicki A. O'Meara         For       For          Management
1.8   Elect Director William C. Steere, Jr.   For       For          Management
1.9   Elect Director Randolph W. Westerfield  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Sustainability                Against   Against      Shareholder


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

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

Ticker:       HSII           Security ID:  422819102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard I. Beattie       For       For          Management
1.2   Elect Director John A. Fazio            For       For          Management
1.3   Elect Director Mark Foster              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HORACE MANN EDUCATORS CORPORATION

Ticker:       HMN            Security ID:  440327104
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary H. Futrell          For       For          Management
1b    Elect Director Stephen J. Hasenmiller   For       For          Management
1c    Elect Director Peter H. Heckman         For       For          Management
1d    Elect Director Ronald J. Helow          For       For          Management
1e    Elect Director Beverley J. McClure      For       For          Management
1f    Elect Director Gabriel L. Shaheen       For       For          Management
1g    Elect Director Roger J. Steinbecker     For       For          Management
1h    Elect Director Robert Stricker          For       For          Management
1i    Elect Director Charles R. Wright        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HORSEHEAD HOLDING CORP.

Ticker:       ZINC           Security ID:  440694305
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James M. Hensler         For       For          Management
1.2   Elect Director George A. Schreiber, Jr. For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HUDSON GLOBAL, INC.

Ticker:       HSON           Security ID:  443787106
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Manuel Marquez           For       For          Management
1.2   Elect Director Richard J. Stolz         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HUNTINGTON INGALLS INDUSTRIES, INC.

Ticker:       HII            Security ID:  446413106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Bruner         For       For          Management
1.2   Elect Director Artur G. Davis           For       For          Management
1.3   Elect Director Thomas B. Fargo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Necip Sayiner            For       For          Management
1.2   Elect Director Donald Macleod           For       For          Management
1.3   Elect Director Robert W. Conn           For       For          Management
1.4   Elect Director James V. Diller          For       For          Management
1.5   Elect Director Gary E. Gist             For       For          Management
1.6   Elect Director Mercedes Johnson         For       For          Management
1.7   Elect Director Gregory Lang             For       For          Management
1.8   Elect Director Jan Peeters              For       For          Management
1.9   Elect Director Robert N. Pokelwaldt     For       For          Management
1.10  Elect Director James A. Urry            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JETBLUE AIRWAYS CORPORATION

Ticker:       JBLU           Security ID:  477143101
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David Barger             For       For          Management
1b    Elect Director Jens Bischof             For       For          Management
1c    Elect Director Peter Boneparth          For       For          Management
1d    Elect Director David Checketts          For       For          Management
1e    Elect Director Virginia Gambale         For       For          Management
1f    Elect Director Stephan Gemkow           For       For          Management
1g    Elect Director Ellen Jewett             For       For          Management
1h    Elect Director Stanley McChrystal       For       For          Management
1i    Elect Director Joel Peterson            For       For          Management
1j    Elect Director Ann Rhoades              For       For          Management
1k    Elect Director Frank Sica               For       For          Management
1l    Elect Director Thomas Winkelmann        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KORN/FERRY INTERNATIONAL

Ticker:       KFY            Security ID:  500643200
Meeting Date: SEP 27, 2012   Meeting Type: Annual
Record Date:  AUG 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Floyd         For       For          Management
1.2   Elect Director George T. Shaheen        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   Against      Shareholder
5     Amend Omnibus Stock Plan                For       For          Management


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

LAKES ENTERTAINMENT, INC.

Ticker:       LACO           Security ID:  51206P109
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lyle Berman              For       For          Management
1.2   Elect Director Timothy J. Cope          For       For          Management
1.3   Elect Director Neil I. Sell             For       For          Management
1.4   Elect Director Ray M. Moberg            For       For          Management
1.5   Elect Director Larry C. Barenbaum       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       Against      Management


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

LIFEPOINT HOSPITALS, INC.

Ticker:       LPNT           Security ID:  53219L109
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory T. Bier          For       For          Management
1.2   Elect Director DeWitt Ezell, Jr.        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

MANPOWERGROUP INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gina R. Boswell          For       For          Management
1.2   Elect Director William Downe            For       For          Management
1.3   Elect Director Jack M. Greenberg        For       For          Management
1.4   Elect Director Patricia A.              For       For          Management
      Hemingway-Hall
1.5   Elect Director Terry A. Hueneke         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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

MERITOR, INC.

Ticker:       MTOR           Security ID:  59001K100
Meeting Date: JAN 24, 2013   Meeting Type: Annual
Record Date:  NOV 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ivor J. Evans            For       For          Management
1.2   Elect Director Charles G. McClure, Jr.  For       For          Management
1.3   Elect Director William R. Newlin        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MILLER INDUSTRIES, INC.

Ticker:       MLR            Security ID:  600551204
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Theodore H. Ashford, III For       For          Management
1.2   Elect Director Jeffrey I. Badgley       For       For          Management
1.3   Elect Director A. Russell Chandler, III For       For          Management
1.4   Elect Director William G. Miller        For       For          Management
1.5   Elect Director Richard H. Roberts       For       For          Management
2     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL WESTERN LIFE INSURANCE COMPANY

Ticker:       NWLI           Security ID:  638522102
Meeting Date: JUN 28, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert L. Moody          For       For          Management
1.2   Elect Director Stephen E. Glasgow       For       For          Management
1.3   Elect Director E. J. Pederson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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

NORANDA ALUMINUM HOLDING CORPORATION

Ticker:       NOR            Security ID:  65542W107
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Kasdin            For       For          Management
1.2   Elect Director Matthew H. Nord          For       For          Management
1.3   Elect Director Eric L. Press            For       For          Management
1.4   Elect Director Layle K. Smith           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Other Business                          For       For          Management


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ON SEMICONDUCTOR CORPORATION

Ticker:       ONNN           Security ID:  682189105
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Daniel McCranie       For       For          Management
1.2   Elect Director Emmanuel T. Hernandez    For       For          Management
1.3   Elect Director Teresa M. Ressel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

PHARMERICA CORPORATION

Ticker:       PMC            Security ID:  71714F104
Meeting Date: JUN 18, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory S. Weishar       For       For          Management
1.2   Elect Director W. Robert Dahl, Jr.      For       For          Management
1.3   Elect Director Frank E. Collins         For       For          Management
1.4   Elect Director Thomas P. Mac Mahon      For       For          Management
1.5   Elect Director Marjorie W. Dorr         For       For          Management
1.6   Elect Director Thomas P. Gerrity        For       For          Management
1.7   Elect Director Robert A. Oakley         For       For          Management
1.8   Elect Director Geoffrey G. Meyers       For       For          Management
1.9   Elect Director Patrick G. LePore        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PHH CORPORATION

Ticker:       PHH            Security ID:  693320202
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jane D. Carlin           For       For          Management
1.2   Elect Director Thomas P. Gibbons        For       For          Management
1.3   Elect Director Deborah M. Reif          For       For          Management
1.4   Elect Director Carroll R. Wetzel, Jr.   For       For          Management
1.5   Elect Director Jon A. Boscia            For       For          Management
1.6   Elect Director Glen A. Messina          For       For          Management
1.7   Elect Director Charles P. Pizzi         For       For          Management
1.8   Elect Director James O. Egan            For       For          Management
1.9   Elect Director Allan Z. Loren           For       For          Management
1.10  Elect Director G.J. Parseghian          For       For          Management
1.11  Elect Director Jane D. Carlin           For       For          Management
1.12  Elect Director Thomas P. Gibbons        For       For          Management
1.13  Elect Director Deborah M. Reif          For       For          Management
1.14  Elect Director Carroll R. Wetzel, Jr.   For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PORTLAND GENERAL ELECTRIC COMPANY

Ticker:       POR            Security ID:  736508847
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Ballantine       For       For          Management
1.2   Elect Director Rodney L. Brown, Jr.     For       For          Management
1.3   Elect Director Jack E. Davis            For       For          Management
1.4   Elect Director David A. Dietzler        For       For          Management
1.5   Elect Director Kirby A. Dyess           For       For          Management
1.6   Elect Director Mark B. Ganz             For       For          Management
1.7   Elect Director Corbin A. McNeill, Jr.   For       For          Management
1.8   Elect Director Neil J. Nelson           For       For          Management
1.9   Elect Director M. Lee Pelton            For       For          Management
1.10  Elect Director James J. Piro            For       For          Management
1.11  Elect Director Robert T. F. Reid        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

QUIKSILVER, INC.

Ticker:       ZQK            Security ID:  74838C106
Meeting Date: MAR 19, 2013   Meeting Type: Annual
Record Date:  JAN 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Barnum, Jr.   For       For          Management
1.2   Elect Director Joseph F. Berardino      For       For          Management
1.3   Elect Director James G. Ellis           For       For          Management
1.4   Elect Director M. Steven Langman        For       For          Management
1.5   Elect Director Robert B. McKnight, Jr.  For       For          Management
1.6   Elect Director Robert L. Mettler        For       For          Management
1.7   Elect Director Andrew P. Mooney         For       For          Management
1.8   Elect Director Andrew W. Sweet          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

RENT-A-CENTER, INC.

Ticker:       RCII           Security ID:  76009N100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1.  Elect Director Mitchell E. Fadel        For       For          Management
1.2   Elect Director Paula Stern, Ph.D.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RUSH ENTERPRISES, INC.

Ticker:       RUSHA          Security ID:  781846209
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Marvin Rush           For       For          Management
1.2   Elect Director W.M. 'Rusty' Rush        For       For          Management
1.3   Elect Director James C. Underwood       For       For          Management
1.4   Elect Director Harold D. Marshall       For       For          Management
1.5   Elect Director Thomas A. Akin           For       For          Management
1.6   Elect Director Gerald R. Szczepanski    For       For          Management
2     Ratify Auditors                         For       For          Management


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

STONE ENERGY CORPORATION

Ticker:       SGY            Security ID:  861642106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Christmas      For       For          Management
1.2   Elect Director B.J. Duplantis           For       For          Management
1.3   Elect Director Peter D. Kinnear         For       For          Management
1.4   Elect Director John P. Laborde          For       For          Management
1.5   Elect Director Robert S. Murley         For       For          Management
1.6   Elect Director Richard A. Pattarozzi    For       For          Management
1.7   Elect Director Donald E. Powell         For       For          Management
1.8   Elect Director Kay G. Priestly          For       For          Management
1.9   Elect Director Phyllis M. Taylor        For       For          Management
1.10  Elect Director David H. Welch           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SYMETRA FINANCIAL CORPORATION

Ticker:       SYA            Security ID:  87151Q106
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David T. Foy             For       For          Management
1.2   Elect Director Lois W. Grady            For       For          Management
1.3   Elect Director Thomas M. Marra          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SYMMETRICOM, INC.

Ticker:       SYMM           Security ID:  871543104
Meeting Date: OCT 26, 2012   Meeting Type: Annual
Record Date:  SEP 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert T. Clarkson       For       For          Management
1.2   Elect Director David G. Cote            For       For          Management
1.3   Elect Director Alfred Boschulte         For       For          Management
1.4   Elect Director James A. Chiddix         For       For          Management
1.5   Elect Director Elizabeth A. Fetter      For       For          Management
1.6   Elect Director Robert J. Stanzione      For       For          Management
1.7   Elect Director Robert M. Neumeister,    For       For          Management
      Jr.
1.8   Elect Director Richard W. Oliver        For       For          Management
1.9   Elect Director Richard N. Snyder        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

SYNOVUS FINANCIAL CORP.

Ticker:       SNV            Security ID:  87161C105
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Catherine A. Allen       For       For          Management
1B    Elect Director Stephen T. Butler        For       For          Management
1C    Elect Director Elizabeth W. Camp        For       For          Management
1D    Elect Director T. Michael Goodrich      For       For          Management
1E    Elect Director V. Nathaniel Hansford    For       For          Management
1F    Elect Director Mason H. Lampton         For       For          Management
1G    Elect Director Jerry W. Nix             For       For          Management
1H    Elect Director Joseph J. Prochaska, Jr. For       For          Management
1I    Elect Director J. Neal Purcell          For       For          Management
1J    Elect Director Kessel D. Stelling       For       For          Management
1K    Elect Director Melvin T. Stith          For       For          Management
1L    Elect Director Barry L. Storey          For       For          Management
1M    Elect Director Philip W. Tomlinson      For       For          Management
1N    Elect Director James D. Yancey          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

THE GEO GROUP, INC.

Ticker:       GEO            Security ID:  36159R103
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clarence E. Anthony      For       For          Management
1.2   Elect Director Norman A. Carlson        For       For          Management
1.3   Elect Director Anne N. Foreman          For       For          Management
1.4   Elect Director Richard H. Glanton       For       For          Management
1.5   Elect Director Christopher C. Wheeler   For       For          Management
1.6   Elect Director George C. Zoley          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Against      Shareholder
5     Other Business                          For       For          Management


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

THE HANOVER INSURANCE GROUP, INC.

Ticker:       THG            Security ID:  410867105
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael P. Angelini      For       For          Management
1.2   Elect Director P. Kevin Condron         For       For          Management
1.3   Elect Director Frederick H. Eppinger    For       For          Management
1.4   Elect Director Neal F. Finnegan         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jocelyn Carter-Miller    For       For          Management
1.2   Elect Director Jill M. Considine        For       For          Management
1.3   Elect Director Richard A. Goldstein     For       For          Management
1.4   Elect Director Mary J. Steele Guilfoile For       For          Management
1.5   Elect Director H. John Greeniaus        For       For          Management
1.6   Elect Director Dawn Hudson              For       For          Management
1.7   Elect Director William T. Kerr          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
1.9   Elect Director David M. Thomas          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   Against      Shareholder
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

TUTOR PERINI CORPORATION

Ticker:       TPC            Security ID:  901109108
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald N. Tutor          For       For          Management
1.2   Elect Director Marilyn A. Alexander     For       For          Management
1.3   Elect Director Peter Arkley             For       For          Management
1.4   Elect Director Robert Band              For       For          Management
1.5   Elect Director Michael R. Klein         For       For          Management
1.6   Elect Director Martin R. Melone         For       For          Management
1.7   Elect Director Robert L. Miller         For       For          Management
1.8   Elect Director Raymond R. Oneglia       For       For          Management
1.9   Elect Director Donald D. Snyder         For       For          Management
1.10  Elect Director Dickran M. Tevrizian,    For       For          Management
      Jr.
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.  For       For          Management
1.2   Elect Director Kenneth V. Darish        For       For          Management
1.3   Elect Director Robert A. Mason          For       For          Management
1.4   Elect Director Robert L. Recchia        For       For          Management
1.5   Elect Director Thomas J. Reddin         For       For          Management
1.6   Elect Director Alan F. Schultz          For       For          Management
1.7   Elect Director Wallace S. Snyder        For       For          Management
1.8   Elect Director Luis A. Ubinas           For       For          Management
1.9   Elect Director Faith Whittlesey         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Other Business                          For       For          Management


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

WEBSTER FINANCIAL CORPORATION

Ticker:       WBS            Security ID:  947890109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joel S. Becker           For       For          Management
1.2   Elect Director David A. Coulter         For       For          Management
1.3   Elect Director Robert A. Finkenzeller   For       For          Management
1.4   Elect Director Laurence C. Morse        For       For          Management
1.5   Elect Director Mark Pettie              For       For          Management
1.6   Elect Director Charles W. Shivery       For       For          Management
1.7   Elect Director James C. Smith           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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

WESTAR ENERGY, INC.

Ticker:       WR             Security ID:  95709T100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Hawley        For       For          Management
1.2   Elect Director B. Anthony Isaac         For       For          Management
1.3   Elect Director S. Carl Soderstrom, Jr.  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management




================= Hotchkis and Wiley Value Opportunities Fund ==================


AIR T, INC.

Ticker:       AIRT           Security ID:  009207101
Meeting Date: AUG 30, 2012   Meeting Type: Annual
Record Date:  JUL 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Walter Clark             For       Withhold     Management
1.2   Elect Director John Parry               For       Withhold     Management
1.3   Elect Director William H. Simpson       For       Withhold     Management
1.4   Elect Director Sam Chesnutt             For       Withhold     Management
1.5   Elect Director Allison T. Clark         For       Withhold     Management
1.6   Elect Director John J. Gioffre          For       Withhold     Management
1.7   Elect Director George C. Prill          For       Withhold     Management
1.8   Elect Director Nicholas J. Swenson      For       For          Management
1.9   Elect Director Dennis A. Wicker         For       Withhold     Management
1.10  Elect Director J. Bradley Wilson        For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874784
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert H. Benmosche      For       For          Management
1b    Elect Director W. Don Cornwell          For       For          Management
1c    Elect Director John H. Fitzpatrick      For       For          Management
1d    Elect Director William G. Jurgensen     For       For          Management
1e    Elect Director Christopher S. Lynch     For       For          Management
1f    Elect Director Arthur C. Martinez       For       For          Management
1g    Elect Director George L. Miles, Jr.     For       For          Management
1h    Elect Director Henry S. Miller          For       For          Management
1i    Elect Director Robert S. Miller         For       For          Management
1j    Elect Director Suzanne Nora Johnson     For       For          Management
1k    Elect Director Ronald A. Rittenmeyer    For       For          Management
1l    Elect Director Douglas M. Steenland     For       For          Management
1m    Elect Director Theresa M. Stone         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management
6     Limit Total Number of Boards on Which   Against   Against      Shareholder
      Company Directors May Serve


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

ASSURANT, INC.

Ticker:       AIZ            Security ID:  04621X108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Elaine D. Rosen          For       For          Management
1b    Elect Director Howard L. Carver         For       For          Management
1c    Elect Director Juan N. Cento            For       For          Management
1d    Elect Director Elyse Douglas            For       For          Management
1e    Elect Director Lawrence V. Jackson      For       For          Management
1f    Elect Director David B. Kelso           For       For          Management
1g    Elect Director Charles J. Koch          For       For          Management
1h    Elect Director Jean-Paul L. Montupet    For       For          Management
1i    Elect Director Robert B. Pollock        For       For          Management
1j    Elect Director Paul J. Reilly           For       For          Management
1k    Elect Director Robert W. Stein          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

AVIS BUDGET GROUP, INC.

Ticker:       CAR            Security ID:  053774105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald L. Nelson         For       For          Management
1.2   Elect Director Alun Cathcart            For       For          Management
1.3   Elect Director Mary C. Choksi           For       For          Management
1.4   Elect Director Leonard S. Coleman       For       For          Management
1.5   Elect Director John D. Hardy, Jr.       For       For          Management
1.6   Elect Director Lynn Krominga            For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director F. Robert Salerno        For       For          Management
1.9   Elect Director Stender E. Sweeney       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Arnold W. Donald         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Charles O. Holliday, Jr. For       For          Management
1.8   Elect Director Linda P. Hudson          For       For          Management
1.9   Elect Director Monica C. Lozano         For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Brian T. Moynihan        For       For          Management
1.12  Elect Director Lionel L. Nowell, III    For       For          Management
1.13  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   Against      Shareholder
6     Amend Bylaw to Limit Multiple Board     Against   Against      Shareholder
      Service
7     Report on Feasibility of Prohibiting    Against   Against      Shareholder
      Political Contributions
8     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


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

BOULDER TOTAL RETURN FUND, INC.

Ticker:       BTF            Security ID:  101541100
Meeting Date: JUN 21, 2013   Meeting Type: Annual
Record Date:  MAY 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard I. Barr          For       For          Management
1.2   Elect Director John S. Horejsi          For       For          Management
1.3   Elect Director Dean L. Jacobson         For       For          Management


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard D. Fairbank      For       For          Management
1b    Elect Director W. Ronald Dietz          For       For          Management
1c    Elect Director Lewis Hay, III           For       For          Management
1d    Elect Director Benjamin P. Jenkins, III For       For          Management
1e    Elect Director Peter E. Raskind         For       For          Management
1f    Elect Director Mayo A. Shattuck, III    For       For          Management
1g    Elect Director Bradford H. Warner       For       For          Management
1h    Elect Director Catherine G. West        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Reduce Supermajority Vote Requirement   For       For          Management
4b    Reduce Supermajority Vote Requirement   For       For          Management
4c    Reduce Supermajority Vote Requirement   For       For          Management


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Franz B. Humer           For       For          Management
1c    Elect Director Robert L. Joss           For       For          Management
1d    Elect Director Michael E. O'Neill       For       For          Management
1e    Elect Director Judith Rodin             For       For          Management
1f    Elect Director Robert L. Ryan           For       For          Management
1g    Elect Director Anthony M. Santomero     For       For          Management
1h    Elect Director Joan E. Spero            For       For          Management
1i    Elect Director Diana L. Taylor          For       For          Management
1j    Elect Director William S. Thompson, Jr. For       For          Management
1k    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Amend Indemnifications Provisions       Against   Against      Shareholder


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

COBALT INTERNATIONAL ENERGY, INC.

Ticker:       CIE            Security ID:  19075F106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph H. Bryant         For       For          Management
1.2   Elect Director N. John Lancaster        For       For          Management
1.3   Elect Director Jon A. Marshall          For       For          Management
1.4   Elect Director Kenneth A. Pontarelli    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CON-WAY INC.

Ticker:       CNW            Security ID:  205944101
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John J. Anton            For       For          Management
1.2   Elect Director W. Keith Kennedy, Jr.    For       For          Management
1.3   Elect Director Michael J. Murray        For       For          Management
1.4   Elect Director Edith R. Perez           For       For          Management
1.5   Elect Director P. Cody Phipps           For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director William J. Schroeder     For       For          Management
1.8   Elect Director Douglas W. Stotlar       For       For          Management
1.9   Elect Director Peter W. Stott           For       For          Management
1.10  Elect Director Roy W. Templin           For       For          Management
1.11  Elect Director Chelsea C. White, III    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Increase in Size of Board       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Board of Directors
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify Auditors                         For       For          Management


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Seely Brown         For       For          Management
1.2   Elect Director Stephanie A. Burns       For       For          Management
1.3   Elect Director John A. Canning, Jr.     For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.6   Elect Director James B. Flaws           For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DIRECT LINE INSURANCE GROUP PLC

Ticker:       DLG            Security ID:  G2871V106
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  JUN 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Elect Mike Biggs as Director            For       For          Management
5     Elect  Paul Geddes as Director          For       For          Management
6     Elect Jane Hanson as Director           For       For          Management
7     Elect Glyn Jones as Director            For       For          Management
8     Elect Andrew Palmer as Director         For       For          Management
9     Elect John Reizenstein as Director      For       For          Management
10    Elect Clare Thompson as Director        For       For          Management
11    Elect Priscilla Vacassin as Director    For       For          Management
12    Elect Bruce Van Saun as Director        For       For          Management
13    Appoint Deloitte LLP as Auditors        For       For          Management
14    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
17    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
18    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
19    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony K. Anderson      For       For          Management
1b    Elect Director Ann C. Berzin            For       For          Management
1c    Elect Director John A. Canning, Jr.     For       For          Management
1d    Elect Director Christopher M. Crane     For       For          Management
1e    Elect Director Yves C. de Balmann       For       For          Management
1f    Elect Director Nicholas DeBenedictis    For       For          Management
1g    Elect Director Nelson A. Diaz           For       For          Management
1h    Elect Director Sue L. Gin               For       For          Management
1i    Elect Director Paul L. Joskow           For       For          Management
1j    Elect Director Robert J. Lawless        For       For          Management
1k    Elect Director Richard W. Mies          For       For          Management
1l    Elect Director William C. Richardson    For       For          Management
1m    Elect Director Thomas J. Ridge          For       For          Management
1n    Elect Director John W. Rogers, Jr.      For       For          Management
1o    Elect Director Mayo A. Shattuck, III    For       For          Management
1p    Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

GLOBAL INDEMNITY PLC

Ticker:       GBLI           Security ID:  G39319101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Saul A. Fox              For       For          Management
1b    Elect Director Stephen A. Cozen         For       For          Management
1c    Elect Director James W. Crystal         For       For          Management
1d    Elect Director Seth J. Gersch           For       For          Management
1e    Elect Director John H. Howes            For       For          Management
1f    Elect Director Chad A. Leat             For       For          Management
1g    Elect Director Cynthia Y. Valko         For       For          Management
2     Authorize Share Repurchase Program      For       For          Management
3     Authorize Reissuance of Repurchased     For       For          Management
      Shares
4     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
5a1   Elect Alan Bossin as Director of Wind   For       For          Management
      River Reinsurance Company, LTD
5a2   Elect Stephen Green as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5a3   Elect Linda C. Hohn as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5a4   Elect Andre Perez as Director of Wind   For       For          Management
      River Reinsurance Company, LTD
5a5   Elect Cynthia Y. Valko as Director of   For       For          Management
      Wind River Reinsurance Company, LTD
5a6   Elect Marie-Joelle Chapleau as          For       For          Management
      Director of Wind River Reinsurance
      Company, LTD
5a7   Elect Janita Burke as Director of Wind  For       For          Management
      River Reinsurance Company, LTD
5a8   Elect Nigel Godfrey as Director of      For       For          Management
      Wind River Reinsurance Company, LTD
5b    Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for Wind River Reinsurance
      Company, LTD
6     Amend Articles of Association of        For       For          Management
      Global Indemnity plc to Permit
      Redemption of Shares Without
      Obligation to Redeem on a Pro Rata
      Basis
7     Change Location of Annual Meeting       For       For          Management


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Rajiv L. Gupta           For       For          Management
1.4   Elect Director John H. Hammergren       For       For          Management
1.5   Elect Director Raymond J. Lane          For       Against      Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Gary M. Reiner           For       For          Management
1.8   Elect Director Patricia F. Russo        For       For          Management
1.9   Elect Director G. Kennedy Thompson      For       For          Management
1.10  Elect Director Margaret C. Whitman      For       For          Management
1.11  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Establish Environmental/Social Issue    Against   Against      Shareholder
      Board Committee
7     Amend Human Rights Policies             Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder


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

HUDSON GLOBAL, INC.

Ticker:       HSON           Security ID:  443787106
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Manuel Marquez           For       For          Management
1.2   Elect Director Richard J. Stolz         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HUNTINGTON INGALLS INDUSTRIES, INC.

Ticker:       HII            Security ID:  446413106
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Bruner         For       For          Management
1.2   Elect Director Artur G. Davis           For       For          Management
1.3   Elect Director Thomas B. Fargo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William A. Ackman        For       For          Management
1b    Elect Director Colleen C. Barrett       For       For          Management
1c    Elect Director Thomas J. Engibous       For       For          Management
1d    Elect Director Kent B. Foster           For       For          Management
1e    Elect Director Geraldine B. Laybourne   For       For          Management
1f    Elect Director Leonard H. Roberts       For       For          Management
1g    Elect Director Steven Roth              For       For          Management
1h    Elect Director Javier G. Teruel         For       For          Management
1i    Elect Director R. Gerald Turner         For       For          Management
1j    Elect Director Myron E. Ullman, III     For       For          Management
1k    Elect Director Mary Beth West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

KOSMOS ENERGY LTD.

Ticker:       KOS            Security ID:  G5315B107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Kemp III         For       For          Management
1.2   Elect Director Brian F. Maxted          For       For          Management
1.3   Elect Director Richard B. Dearlove      For       For          Management
1.4   Elect Director David I. Foley           For       For          Management
1.5   Elect Director David B. Krieger         For       For          Management
1.6   Elect Director Joseph P. Landy          For       For          Management
1.7   Elect Director Prakash A. Melwani       For       For          Management
1.8   Elect Director Adebayo ("Bayo") O.      For       For          Management
      Ogunlesi
1.9   Elect Director Lars H. Thunell          For       For          Management
1.10  Elect Director Chris Tong               For       For          Management
1.11  Elect Director Christopher A. Wright    For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LAKES ENTERTAINMENT, INC.

Ticker:       LACO           Security ID:  51206P109
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lyle Berman              For       For          Management
1.2   Elect Director Timothy J. Cope          For       For          Management
1.3   Elect Director Neil I. Sell             For       For          Management
1.4   Elect Director Ray M. Moberg            For       For          Management
1.5   Elect Director Larry C. Barenbaum       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       Against      Management


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

MASONITE INTERNATIONAL CORPORATION

Ticker:       MASWF          Security ID:  575387105
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Private Company Resolution: Elect       For       For          Management
      Director Frederick J. Lynch
1.2   Private Company Resolution: Elect       For       For          Management
      Director Robert J. Byrne
1.3   Private Company Resolution: Elect       For       For          Management
      Director Jonathan F. Foster
1.4   Private Company Resolution: Elect       For       For          Management
      Director Kenneth W. Freeman
1.5   Private Company Resolution: Elect       For       For          Management
      Director George A. Lorch
1.6   Private Company Resolution: Elect       For       For          Management
      Director Francis M. Scricco
1.7   Private Company Resolution: Elect       For       For          Management
      Director John C. Wills
2     Private Company Resolution: Approve     For       For          Management
      Deloitte & Touche LLP as Auditors and
      Authorize Board to Fix Their
      Remuneration
3     Private Company Resolution: Approve     For       For          Management
      Stock Consolidation
4     Private Company Resolution: Require     For       For          Management
      Advance Notice for Shareholder
      Proposals/Nominations
5     Private Company Resolution: Ancillary   For       For          Management
      Amendments Resolution


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2012   Meeting Type: Annual
Record Date:  SEP 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Maria M. Klawe           For       For          Management
5     Elect Director Stephen J. Luczo         For       For          Management
6     Elect Director David F. Marquardt       For       For          Management
7     Elect Director Charles H. Noski         For       For          Management
8     Elect Director Helmut Panke             For       For          Management
9     Elect Director John W. Thompson         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder


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MILLER INDUSTRIES, INC.

Ticker:       MLR            Security ID:  600551204
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Theodore H. Ashford, III For       For          Management
1.2   Elect Director Jeffrey I. Badgley       For       For          Management
1.3   Elect Director A. Russell Chandler, III For       For          Management
1.4   Elect Director William G. Miller        For       For          Management
1.5   Elect Director Richard H. Roberts       For       For          Management
2     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MOBISTAR SA

Ticker:                      Security ID:  B60667100
Meeting Date: MAY 02, 2013   Meeting Type: Annual/Special
Record Date:  APR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
a     Receive Directors' Report (Non-Voting)  None      None         Management
b     Receive Auditors' Report (Non-Voting)   None      None         Management
c     Approve Remuneration Report             For       Did Not Vote Management
d     Approve Financial Statements,           For       Did Not Vote Management
      Allocation of Income, and Dividends of
      EUR 1.80 per Share
e     Approve Discharge of Directors          For       Did Not Vote Management
f     Approve Discharge of Auditors           For       Did Not Vote Management
g     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Local Service Agreement with Permanent
      Representation Lithuania at European
      Union
h     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Telecommunication Service Agreement
      with British Embassy
i     Approve Change-of-Control Clause Re:    For       Did Not Vote Management
      Local Service Agreement bwith Telenet
      and Liberty Global


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Erskine B. Bowles        For       For          Management
1.2   Elect Director Howard J. Davies         For       For          Management
1.3   Elect Director Thomas H. Glocer         For       For          Management
1.4   Elect Director James P. Gorman          For       For          Management
1.5   Elect Director Robert H. Herz           For       For          Management
1.6   Elect Director  C. Robert Kidder        For       For          Management
1.7   Elect Director Klaus Kleinfeld          For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Hutham S. Olayan         For       For          Management
1.10  Elect Director James W. Owens           For       For          Management
1.11  Elect Director O. Griffith Sexton       For       For          Management
1.12  Elect Director Ryosuke Tamakoshi        For       For          Management
1.13  Elect Director Masaaki Tanaka           For       For          Management
1.14  Elect Director Laura D. Tyson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Executive Incentive Bonus Plan    For       For          Management


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

NORANDA ALUMINUM HOLDING CORPORATION

Ticker:       NOR            Security ID:  65542W107
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Kasdin            For       For          Management
1.2   Elect Director Matthew H. Nord          For       For          Management
1.3   Elect Director Eric L. Press            For       For          Management
1.4   Elect Director Layle K. Smith           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Other Business                          For       For          Management


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: NOV 09, 2012   Meeting Type: Special
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Fix Number of Directors at Sixteen      For       For          Management
3     Adjourn Meeting                         For       For          Management


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director David Crane              For       For          Management
1.3   Elect Director Kathleen A. McGinty      For       For          Management
1.4   Elect Director Evan J. Silverstein      For       For          Management
1.5   Elect Director Thomas H. Weidemeyer     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

QUIKSILVER, INC.

Ticker:       ZQK            Security ID:  74838C106
Meeting Date: MAR 19, 2013   Meeting Type: Annual
Record Date:  JAN 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Barnum, Jr.   For       For          Management
1.2   Elect Director Joseph F. Berardino      For       For          Management
1.3   Elect Director James G. Ellis           For       For          Management
1.4   Elect Director M. Steven Langman        For       For          Management
1.5   Elect Director Robert B. McKnight, Jr.  For       For          Management
1.6   Elect Director Robert L. Mettler        For       For          Management
1.7   Elect Director Andrew P. Mooney         For       For          Management
1.8   Elect Director Andrew W. Sweet          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

RENT-A-CENTER, INC.

Ticker:       RCII           Security ID:  76009N100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1.  Elect Director Mitchell E. Fadel        For       For          Management
1.2   Elect Director Paula Stern, Ph.D.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNUM GROUP

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Michael Caulfield     For       For          Management
1.2   Elect Director Ronald E. Goldsberry     For       For          Management
1.3   Elect Director Kevin T. Kabat           For       For          Management
1.4   Elect Director Michael J. Passarella    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VALASSIS COMMUNICATIONS, INC.

Ticker:       VCI            Security ID:  918866104
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph B. Anderson, Jr.  For       For          Management
1.2   Elect Director Kenneth V. Darish        For       For          Management
1.3   Elect Director Robert A. Mason          For       For          Management
1.4   Elect Director Robert L. Recchia        For       For          Management
1.5   Elect Director Thomas J. Reddin         For       For          Management
1.6   Elect Director Alan F. Schultz          For       For          Management
1.7   Elect Director Wallace S. Snyder        For       For          Management
1.8   Elect Director Luis A. Ubinas           For       For          Management
1.9   Elect Director Faith Whittlesey         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Other Business                          For       For          Management


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 24, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Andy Halford as Director       For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Re-elect Renee James as Director        For       For          Management
7     Re-elect Alan Jebson as Director        For       For          Management
8     Re-elect Samuel Jonah as Director       For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Anne Lauvergeon as Director    For       For          Management
11    Re-elect Luc Vandevelde as Director     For       For          Management
12    Re-elect Anthony Watson as Director     For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director Howard V. Richardson     For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Review Fair Housing and Fair Lending    Against   Against      Shareholder
      Compliance


================================================================================


                                  SIGNATURES


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


HOTCHKIS AND WILEY FUNDS


By   /s/ Anna Marie Lopez
     Anna Marie Lopez
     President
     August 16, 2013