SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-07916

                   AllianceBernstein Equity Income Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005

                      Date of fiscal year end:  November 30

             Date of reporting period: July 1, 2010 - June 30, 2011




Item 1.  Proxy Voting Record.

******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-07916
Reporting Period: 07/01/2010 - 06/30/2011
AllianceBernstein Equity Income Fund, Inc.









================== ALLIANCEBERNSTEIN EQUITY INCOME FUND, INC. ==================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director W. James Farrell         For       For          Management
1.4   Elect Director H. Laurance Fuller       For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Phebe N. Novakovic       For       For          Management
1.7   Elect Director William A. Osborn        For       For          Management
1.8   Elect Director Samuel C. Scott III      For       For          Management
1.9   Elect Director Glenn F. Tilton          For       For          Management
1.10  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Pharmaceutical Price    Against   Against      Shareholder
      Restraint


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

ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Evan G. Greenberg as Director     For       For          Management
1.2   Elect Leo F. Mullin as Director         For       For          Management
1.3   Elect Olivier Steimer as Director       For       For          Management
1.4   Elect Michael P. Connors as Director    For       For          Management
1.5   Elect Eugene B. Shanks, Jr as Director  For       For          Management
1.6   Elect John A. Krol as Director          For       For          Management
2.1   Approve Annual Report                   For       For          Management
2.2   Accept Statutory Financial Statements   For       For          Management
2.3   Accept Consolidated Financial           For       For          Management
      Statements
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Discharge of Board and Senior   For       For          Management
      Management
5.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
5.2   Ratify Ratify PricewaterhouseCoopers    For       For          Management
      LLC as Independent Registered Public
      Accounting Firm as Auditors
5.3   Ratify BDO AG as Special Auditors       For       For          Management
6     Approve Dividend Distribution from      For       For          Management
      Legal Reserves
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   None      One Year     Management


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

ALCOA INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Klaus Kleinfeld          For       For          Management
1.2   Elect Director James W. Owens           For       For          Management
1.3   Elect Director Ratan N. Tata            For       For          Management
2     Ratify Auditor                          For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Fair Price Protection
7     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
8     Reduce Supermajority Vote Requirement   For       For          Management
      Relating to the Removal of Directors
9     Provide Right to Act by Written Consent Against   For          Shareholder
10    Declassify the Board of Directors       Against   For          Shareholder


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

ALTRIA GROUP, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director John T. Casteen III      For       For          Management
4     Elect Director Dinyar S. Devitre        For       For          Management
5     Elect Director Thomas F. Farrell II     For       For          Management
6     Elect Director Thomas W. Jones          For       For          Management
7     Elect Director George Munoz             For       For          Management
8     Elect Director Nabil Y. Sakkab          For       For          Management
9     Elect Director Michael E. Szymanczyk    For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   None      One Year     Management
13    Cease Production of Flavored Tobacco    Against   Against      Shareholder
      Products


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

AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Brauer        For       For          Management
1.2   Elect Director Ellen M. Fitzsimmons     For       For          Management
1.3   Elect Director Walter J. Galvin         For       For          Management
1.4   Elect Director Gayle P.W. Jackson       For       For          Management
1.5   Elect Director James C. Johnson         For       For          Management
1.6   Elect Director Steven H. Lipstein       For       For          Management
1.7   Elect Director Patrick T. Stokes        For       For          Management
1.8   Elect Director Thomas R. Voss           For       For          Management
1.9   Elect Director Stephen R. Wilson        For       For          Management
1.10  Elect Director Jack D. Woodard          For       For          Management
2     Approve Director Liability and          For       For          Management
      Indemnification
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management
7     Report on Coal Combustion Waste Hazard  Against   For          Shareholder
      and Risk Mitigation Efforts


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

AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Anderson        For       For          Management
2     Elect Director James F. Cordes          For       For          Management
3     Elect Director Ralph D. Crosby, Jr.     For       For          Management
4     Elect Director Linda A. Goodspeed       For       For          Management
5     Elect Director Thomas E. Hoaglin        For       For          Management
6     Elect Director Lester A. Hudson, Jr.    For       For          Management
7     Elect Director Michael G. Morris        For       For          Management
8     Elect Director Richard C. Notebaert     For       For          Management
9     Elect Director Lionel L. Nowell III     For       For          Management
10    Elect Director  Richard L. Sandor       For       For          Management
11    Elect Director Kathryn D. Sullivan      For       For          Management
12    Elect Director Sara Martinez Tucker     For       For          Management
13    Elect Director John F. Turner           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

ASTRAZENECA PLC

Ticker:       AZNL           Security ID:  046353108
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Confirm First Interim Dividend; Confirm For       For          Management
      as Final Dividend the Second Interim
      Dividend
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 Louis Schweitzer as Director   For       For          Management
5(b)  Re-elect David Brennan as Director      For       For          Management
5(c)  Re-elect Simon Lowth as Director        For       For          Management
5(d)  Elect Bruce Burlington as Director      For       For          Management
5(e)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(f)  Re-elect Michele Hooper  as Director    For       For          Management
5(g)  Re-elect Rudy Markham as Director       For       For          Management
5(h)  Re-elect Nancy Rothwell as Director     For       For          Management
5(i)  Elect Shriti Vadera as Director         For       For          Management
5(j)  Re-elect John Varley as Director        For       For          Management
5(k)  Re-elect Marcus Wallenberg as Director  For       Against      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               For       For          Management
11    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect Director James H. Blanchard       For       For          Management
5     Elect Director Jaime Chico Pardo        For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director Lynn M. Martin           For       For          Management
9     Elect Director John B. McCoy            For       For          Management
10    Elect Director Joyce M. Roche           For       For          Management
11    Elect Director Matthew K. Rose          For       For          Management
12    Elect Director Laura D Andrea Tyson     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named Executive For       Abstain      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
17    Report on Political Contributions       Against   Against      Shareholder
18    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
19    Provide Right to Act by Written Consent Against   For          Shareholder


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

ATMOS ENERGY CORPORATION

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 09, 2011   Meeting Type: Annual
Record Date:  DEC 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kim R. Cocklin           For       For          Management
2     Elect Director Richard W. Douglas       For       For          Management
3     Elect Director Ruben E. Esquivel        For       For          Management
4     Elect Director Richard K. Gordon        For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Executive Incentive Bonus Plan    For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Allison IV       For       For          Management
1.2   Elect Director Jennifer S. Banner       For       For          Management
1.3   Elect Director K. David Boyer, Jr.      For       For          Management
1.4   Elect Director Anna R. Cablik           For       For          Management
1.5   Elect Director Ronald E. Deal           For       For          Management
1.6   Elect Director J. Littleton Glover, Jr. For       Withhold     Management
1.7   Elect Director Jane P. Helm             For       For          Management
1.8   Elect Director John P. Howe III         For       For          Management
1.9   Elect Director Kelly S. King            For       For          Management
1.10  Elect Director Valeria Lynch Lee        For       For          Management
1.11  Elect Director J. Holmes Morrison       For       For          Management
1.12  Elect Director Nido R. Qubein           For       For          Management
1.13  Elect Director Thomas E. Skains         For       For          Management
1.14  Elect Director Thomas N. Thompson       For       For          Management
1.15  Elect Director Stephen T. Williams      For       Withhold     Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Report on Political Contributions       Against   For          Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

BIOMED REALTY TRUST, INC.

Ticker:       BMR            Security ID:  09063H107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan D. Gold             For       For          Management
1.2   Elect Director Barbara R. Cambon        For       For          Management
1.3   Elect Director Edward A. Dennis         For       For          Management
1.4   Elect Director Richard I. Gilchrist     For       For          Management
1.5   Elect Director Gary A. Kreitzer         For       For          Management
1.6   Elect Director Theodore D. Roth         For       For          Management
1.7   Elect Director M. Faye Wilson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

BUNGE LIMITED

Ticker:       BG             Security ID:  G16962105
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ernest G. Bachrach       For       For          Management
1.2   Elect Director Enrique H. Boilini       For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CAMDEN PROPERTY TRUST

Ticker:       CPT            Security ID:  133131102
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Campo         For       For          Management
1.2   Elect Director Scott S. Ingraham        For       For          Management
1.3   Elect Director Lewis A. Levey           For       For          Management
1.4   Elect Director William B. McGuire, Jr.  For       For          Management
1.5   Elect Director William F. Paulsen       For       For          Management
1.6   Elect Director D. Keith Oden            For       For          Management
1.7   Elect Director F. Gardner Parker        For       For          Management
1.8   Elect Director Steven A. Webster        For       For          Management
1.9   Elect Director Kelvin R. Westbrook      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Change State of Incorporation: From     For       For          Management
      Texas to Maryland
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Patrick W. Gross         For       For          Management
2     Elect Director Ann Fritz Hackett        For       For          Management
3     Elect Director Pierre E. Leroy          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Declassify the Board of Directors       For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CATERPILLAR INC.

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

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


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

CENTERPOINT ENERGY, INC.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald R. Campbell       For       For          Management
2     Elect Director Milton Carroll           For       For          Management
3     Elect Director O. Holcombe Crosswell    For       For          Management
4     Elect Director Michael P. Johnson       For       For          Management
5     Elect Director Janiece M. Longoria      For       For          Management
6     Elect Director David M. McClanahan      For       For          Management
7     Elect Director Susan O. Rheney          For       For          Management
8     Elect Director R. A. Walker             For       For          Management
9     Elect Director Peter S. Wareing         For       For          Management
10    Elect Director Sherman M. Wolff         For       For          Management
11    Ratify The Appointment Of Deloitte &    For       For          Management
      Touche Llp As Independentauditors For
      2011.
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Amend Executive Incentive Bonus Plan    For       For          Management
15    Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan


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

CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia Boulet          For       For          Management
1.2   Elect Director Peter C. Brown           For       For          Management
1.3   Elect Director Richard A. Gephardt      For       For          Management
1.4   Elect Director Gregory J. McCray        For       For          Management
1.5   Elect Director Michael J. Roberts       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Report on Political Contributions       Against   Against      Shareholder
7     Declassify the Board of Directors       Against   For          Shareholder


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

CHEVRON CORPORATION

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

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


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

CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Merribel S. Ayres        For       For          Management
1.2   Elect Director Jon E. Barfield          For       For          Management
1.3   Elect Director Stephen E. Ewing         For       For          Management
1.4   Elect Director Richard M. Gabrys        For       For          Management
1.5   Elect Director David W. Joos            For       For          Management
1.6   Elect Director Philip R. Lochner, Jr    For       For          Management
1.7   Elect Director Michael T. Monahan       For       For          Management
1.8   Elect Director John G. Russell          For       For          Management
1.9   Elect Director Kenneth L. Way           For       For          Management
1.10  Elect Director John B. Yasinsky         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management
5     Report on Financial Risks of Coal       Against   Against      Shareholder
      Reliance


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

COMCAST CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Decker Anstrom        For       For          Management
1.2   Elect Director Kenneth J. Bacon         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Joseph J. Collins        For       For          Management
1.6   Elect Director J. Michael Cook          For       For          Management
1.7   Elect Director Gerald L. Hassell        For       For          Management
1.8   Elect Director Jeffrey A. Honickman     For       For          Management
1.9   Elect Director Eduardo G. Mestre        For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
1.11  Elect Director Ralph J. Roberts         For       For          Management
1.12  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Amend Restricted Stock Plan             For       For          Management
5     Amend Stock Option Plan                 For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
8     Provide for Cumulative Voting           Against   Against      Shareholder
9     Require Independent Board Chairman      Against   Against      Shareholder


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

COMMERCIAL METALS COMPANY

Ticker:       CMC            Security ID:  201723103
Meeting Date: JAN 17, 2011   Meeting Type: Annual
Record Date:  NOV 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert L. Guido          For       For          Management
1.2   Elect Director Sarah E. Raiss           For       For          Management
1.3   Elect Director J. David Smith           For       For          Management
1.4   Elect Director Robert R. Womack         For       For          Management
2     Ratify Auditors                         For       For          Management


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

CONOCOPHILLIPS

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

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


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

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Yves C. De Balmann       For       For          Management
2     Elect Director Ann C. Berzin            For       For          Management
3     Elect Director James T. Brady           For       For          Management
4     Elect Director James R. Curtiss         For       For          Management
5     Elect Director Freeman A. Hrabowski,    For       For          Management
      III
6     Elect Director Nancy Lampton            For       For          Management
7     Elect Director Robert J. Lawless        For       For          Management
8     Elect Director Mayo A. Shattuck III     For       For          Management
9     Elect Director John L. Skolds           For       For          Management
10    Elect Director Michael D. Sullivan      For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donna M. Alvarado        For       For          Management
2     Elect Director John B. Breaux           For       For          Management
3     Elect Director Pamela L. Carter         For       For          Management
4     Elect Director Steven T. Halverson      For       For          Management
5     Elect Director Edward J. Kelly, III     For       For          Management
6     Elect Director Gilbert H. Lamphere      For       For          Management
7     Elect Director John D. McPherson        For       For          Management
8     Elect Director Timothy T. O'Toole       For       For          Management
9     Elect Director David M. Ratcliffe       For       For          Management
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Michael J. Ward          For       For          Management
12    Elect Director J.C. Watts, Jr.          For       For          Management
13    Elect Director J. Steven Whisler        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 30, 2011   Meeting Type: Annual
Record Date:  MAY 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard H. Anderson      For       For          Management
2     Elect Director Edward H. Bastian        For       For          Management
3     Elect Director Roy J. Bostock           For       For          Management
4     Elect Director John S. Brinzo           For       For          Management
5     Elect Director Daniel A. Carp           For       For          Management
6     Elect Director John M. Engler           For       For          Management
7     Elect Director Mickey P. Foret          For       For          Management
8     Elect Director David R. Goode           For       For          Management
9     Elect Director Paula Rosput Reynolds    For       For          Management
10    Elect Director Kenneth C. Rogers        For       For          Management
11    Elect Director Kenneth B. Woodrow       For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Ratify Auditors                         For       For          Management
15    Provide for Cumulative Voting           Against   Against      Shareholder


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

DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Henry          For       For          Management
1.2   Elect Director John A. Hill             For       For          Management
1.3   Elect Director Michael M. Kanovsky      For       For          Management
1.4   Elect Director Robert A. Mosbacher, Jr  For       For          Management
1.5   Elect Director J. Larry Nichols         For       For          Management
1.6   Elect Director Duane C. Radtke          For       For          Management
1.7   Elect Director Mary P. Ricciardello     For       For          Management
1.8   Elect Director John Richels             For       For          Management
2     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Amend Certificate of Incorporation      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David B. Dillon          For       For          Management
1.2   Elect Director Samuel A. DiPiazza, Jr.  For       For          Management
1.3   Elect Director Lorrie M. Norrington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Authorized Class B Shares,       For       For          Management
      Eliminate Class C Common Stock and
      Deletion of Rights to Call Special
      Meetings to Certain Stockholders
4     Declassify the Board of Directors       For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Provide Right to Call Special Meeting   For       For          Management
7     Adopt the Jurisdiction of Incorporation For       Against      Management
      as the Exclusive Forum for Certain
      Disputes
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

DR PEPPER SNAPPLE GROUP, INC.

Ticker:       DPS            Security ID:  26138E109
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joyce M. Roche           For       For          Management
2     Elect Director Wayne R. Sanders         For       For          Management
3     Elect Director Jack L. Stahl            For       For          Management
4     Elect Director Larry D. Young           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lillian Bauder           For       For          Management
1.2   Elect Director W. Frank Fountain, Jr.   For       For          Management
1.3   Elect Director Mark A. Murray           For       For          Management
1.4   Elect Director Josue Robles, Jr.        For       For          Management
1.5   Elect Director James H. Vandenberghe    For       For          Management
1.6   Elect Director David A. Brandon         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Declassify the Board of Directors       For       For          Management
6     Report on Political Contributions       Against   Against      Shareholder


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

E. I. DU PONT DE NEMOURS AND COMPANY

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

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


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George S. Barrett        For       For          Management
2     Elect Director Todd M. Bluedorn         For       For          Management
3     Elect Director Ned C. Lautenbach        For       For          Management
4     Elect Director Gregory R. Page          For       For          Management
5     Declassify the Board of Directors       For       For          Management
6     Eliminate Cumulative Voting             For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jagjeet S. Bindra        For       For          Management
2     Elect Director Vanessa C.L. Chang       For       For          Management
3     Elect Director France A. Cordova        For       For          Management
4     Elect Director Theodore F. Craver, Jr.  For       For          Management
5     Elect Director Charles B. Curtis        For       For          Management
6     Elect Director Bradford M. Freeman      For       For          Management
7     Elect Director Luis G. Nogales          For       For          Management
8     Elect Director Ronald L. Olson          For       For          Management
9     Elect Director James M. Rosser          For       For          Management
10    Elect Director Richard T. Schlosberg,   For       For          Management
      III
11    Elect Director Thomas C. Sutton         For       For          Management
12    Elect Director Brett White              For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Amend Omnibus Stock Plan                For       For          Management


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

ENTERTAINMENT PROPERTIES TRUST

Ticker:       EPR            Security ID:  29380T105
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  FEB 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Brain              For       For          Management
1.2   Elect Director Robert Druten            For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Adopt Policy on Human Right to Water    Against   Against      Shareholder
9     Report on Environmental Impact of Oil   Against   Against      Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   Against      Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       Withhold     Management
1.2   Elect Director Ulysses L. Bridgeman,    For       Withhold     Management
      Jr.
1.3   Elect Director Emerson L. Brumback      For       Withhold     Management
1.4   Elect Director James P. Hackett         For       Withhold     Management
1.5   Elect Director Gary R. Heminger         For       Withhold     Management
1.6   Elect Director Jewell D. Hoover         For       Withhold     Management
1.7   Elect Director William M. Isaac         For       For          Management
1.8   Elect Director Kevin T. Kabat           For       Withhold     Management
1.9   Elect Director Mitchel D. Livingston    For       Withhold     Management
1.10  Elect Director Hendrik G. Meijer        For       Withhold     Management
1.11  Elect Director John J. Schiff, Jr.      For       Withhold     Management
1.12  Elect Director Marsha C. Williams       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

FOOT LOCKER, INC.

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nicholas DiPaolo         For       For          Management
1.2   Elect Director Matthew M. McKenna       For       For          Management
1.3   Elect Director Allen Questrom           For       For          Management
1.4   Elect Director Cheryl Nido Turpin       For       For          Management
1.5   Elect Director Guillermo Marmol         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

FOREST OIL CORPORATION

Ticker:       FST            Security ID:  346091705
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Craig Clark           For       For          Management
1.2   Elect Director James H. Lee             For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 21, 2011   Meeting Type: Annual
Record Date:  MAY 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanley (Mickey)         For       For          Management
      Steinberg
1.2   Elect Director Gerald R. Szczepanski    For       For          Management
1.3   Elect Director Lawrence S. Zilavy       For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Cody             For       For          Management
1.2   Elect Director Craig A. Dubow           For       For          Management
1.3   Elect Director Howard D. Elias          For       For          Management
1.4   Elect Director Arthur H. Harper         For       For          Management
1.5   Elect Director John Jeffry Louis        For       For          Management
1.6   Elect Director Marjorie Magner          For       For          Management
1.7   Elect Director Scott K. McCune          For       For          Management
1.8   Elect Director Duncan M. McFarland      For       For          Management
1.9   Elect Director Neal Shapiro             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

GARMIN LTD.

Ticker:       GRMN           Security ID:  H2906T109
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Director Donald H. Eller          For       For          Management
3.2   Elect Director Clifton A. Pemble        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Dividends                       For       For          Management
6     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Geoffrey Beattie      For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Ann M. Fudge             For       For          Management
4     Elect Director Susan Hockfield          For       For          Management
5     Elect Director Jeffrey R. Immelt        For       For          Management
6     Elect Director Andrea Jung              For       For          Management
7     Elect Director Alan G. Lafley           For       For          Management
8     Elect Director Robert W. Lane           For       For          Management
9     Elect Director Ralph S. Larsen          For       For          Management
10    Elect Director Rochelle B. Lazarus      For       For          Management
11    Elect Director James J. Mulva           For       For          Management
12    Elect Director Sam Nunn                 For       For          Management
13    Elect Director Roger S. Penske          For       For          Management
14    Elect Director Robert J. Swieringa      For       For          Management
15    Elect Director James S. Tisch           For       For          Management
16    Elect Director Douglas A. Warner III    For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
19    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
20    Provide for Cumulative Voting           Against   Against      Shareholder
21    Performance-Based Equity Awards         Against   Against      Shareholder
22    Withdraw Stock Options Granted to       Against   Against      Shareholder
      Executive Officers
23    Report on Climate Change Business Risk  Against   Against      Shareholder
24    Report on Animal Testing and Plans for  Against   Against      Shareholder
      Reduction


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel F. Akerson        For       For          Management
2     Elect Director David Bonderman          For       For          Management
3     Elect Director Erroll B. Davis, Jr.     For       For          Management
4     Elect Director Stephen J. Girsky        For       For          Management
5     Elect Director E. Neville Isdell        For       For          Management
6     Elect Director Robert D. Krebs          For       For          Management
7     Elect Director Philip A. Laskawy        For       For          Management
8     Elect Director Kathryn V. Marinello     For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Carol M. Stephenson      For       For          Management
11    Elect Director Cynthia A. Telles        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

GILEAD SCIENCES, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Provide Right to Call Special Meeting   For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     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 Simon Dingemans as Director       For       For          Management
4     Elect Stacey Cartwright as Director     For       For          Management
5     Elect Judy Lewent as Director           For       For          Management
6     Re-elect Sir Christopher Gent as        For       For          Management
      Director
7     Re-elect Andrew Witty as Director       For       For          Management
8     Re-elect Sir Roy Anderson as Director   For       For          Management
9     Re-elect Dr Stephanie Burns as Director For       For          Management
10    Re-elect Larry Culp as Director         For       For          Management
11    Re-elect Sir Crispin Davis as Director  For       For          Management
12    Re-elect Sir Deryck Maughan as Director For       For          Management
13    Re-elect James Murdoch as Director      For       For          Management
14    Re-elect Dr Daniel Podolsky as Director For       For          Management
15    Re-elect Dr Moncef Slaoui as Director   For       For          Management
16    Re-elect Tom de Swaan as Director       For       For          Management
17    Re-elect Sir Robert Wilson as Director  For       For          Management
18    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
19    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Market Purchase               For       For          Management
24    Approve the Exemption from Statement of For       For          Management
      the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
25    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

HCP, INC.

Ticker:       HCP            Security ID:  40414L109
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James F. Flaherty III    For       For          Management
2     Elect Director Christine N. Garvey      For       For          Management
3     Elect Director David B. Henry           For       For          Management
4     Elect Director Lauralee E. Martin       For       For          Management
5     Elect Director Michael D. McKee         For       For          Management
6     Elect Director Peter L. Rhein           For       For          Management
7     Elect Director Kenneth B. Roath         For       For          Management
8     Elect Director Richard M. Rosenberg     For       For          Management
9     Elect Director Joseph P. Sullivan       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

HEALTH CARE REIT, INC.

Ticker:       HCN            Security ID:  42217K106
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Peter J. Grua            For       For          Management
3     Elect Director R. Scott Trumbull        For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Increase Authorized Common Stock        For       For          Management
7     Ratify Auditors                         For       For          Management


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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Anne Citrino        For       For          Management
1.2   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.3   Elect Director Vicki B. Escarra         For       For          Management
1.4   Elect Director Gale S. Fitzgerald       For       For          Management
1.5   Elect Director Parick Foley             For       For          Management
1.6   Elect Director Jay M. Gellert           For       For          Management
1.7   Elect Director Roger F. Greaves         For       For          Management
1.8   Elect Director Bruce G. Willison        For       For          Management
1.9   Elect Director Frederick C. Yeager      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Reduce Supermajority Vote Requirement   For       For          Management


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E.E. Holiday             For       For          Management
2     Elect Director J.H. Mullin              For       For          Management
3     Elect Director F.B. Walker              For       For          Management
4     Elect Director R.N. Wilson              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management


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

HEWLETT-PACKARD COMPANY

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director M. L. Andreessen         For       For          Management
2     Elect Director L. Apotheker             For       For          Management
3     Elect Director L.T. Babbio, Jr.         For       For          Management
4     Elect Director S.M. Baldauf             For       For          Management
5     Elect Director S. Banerji               For       For          Management
6     Elect Director R.L. Gupta               For       For          Management
7     Elect Director J.H. Hammergren          For       For          Management
8     Elect Director R.J. Lane                For       For          Management
9     Elect Director  G.M. Reiner             For       For          Management
10    Elect Director P.F. Russo               For       For          Management
11    Elect Director D. Senequier             For       For          Management
12    Elect Director G.K. Thompson            For       For          Management
13    Elect Director M.C. Whitman             For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
18    Amend Executive Incentive Bonus Plan    For       For          Management


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

HUNTSMAN CORPORATION

Ticker:       HUN            Security ID:  447011107
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jon M. Huntsman          For       For          Management
1.2   Elect Director Patrick T. Harker        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan Crown              For       For          Management
2     Elect Director Don H. Davis, Jr.        For       For          Management
3     Elect Director Robert C. McCormack      For       Against      Management
4     Elect Director Robert S. Morrison       For       For          Management
5     Elect Director James A. Skinner         For       For          Management
6     Elect Director David B. Smith, Jr.      For       For          Management
7     Elect Director David B. Speer           For       For          Management
8     Elect Director Pamela B. Strobel        For       For          Management
9     Elect Director Kevin M. Warren          For       For          Management
10    Elect Director Anre D. Williams         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management


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

INGERSOLL-RAND PLC

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ann C. Berzin            For       For          Management
2     Elect Director John Bruton              For       For          Management
3     Elect Director Jared L. Cohon           For       For          Management
4     Elect Director Gary D. Forsee           For       For          Management
5     Elect Director Peter C. Godsoe          For       For          Management
6     Elect Director Edward E. Hagenlocker    For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director Michael W. Lamach        For       For          Management
9     Elect Director Theodore E. Martin       For       For          Management
10    Elect Director Richard J. Swift         For       For          Management
11    Elect Director Tony L. White            For       For          Management
12    Approve Executive Incentive Scheme      For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Authorize Market Purchase               For       For          Management
16    Ratify Auditors                         For       For          Management


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

INTEL CORPORATION

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

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


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

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

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


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.L. Davis           For       For          Management
4     Elect Director Michael M.e. Johns       For       For          Management
5     Elect Director Susan L. Lindquist       For       For          Management
6     Elect Director Anne M. Mulcahy          For       For          Management
7     Elect Director Leo F. Mullin            For       For          Management
8     Elect Director William D. Perez         For       For          Management
9     Elect Director Charles Prince           For       For          Management
10    Elect Director David Satcher            For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Adopt Policy to Restrain Pharmaceutical Against   Against      Shareholder
      Price Increases
16    Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination Based on Applicant's
      Health Status
17    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Crandall C. Bowles       For       For          Management
2     Elect Director Stephen B. Burke         For       For          Management
3     Elect Director David M. Cote            For       For          Management
4     Elect Director James S. Crown           For       For          Management
5     Elect Director James Dimon              For       For          Management
6     Elect Director Ellen V. Futter          For       For          Management
7     Elect Director William H. Gray, III     For       For          Management
8     Elect Director Laban P. Jackson, Jr.    For       For          Management
9     Elect Director David C. Novak           For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Affirm Political Non-Partisanship       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder
18    Report on Loan Modifications            Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder
20    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
21    Require Independent Board Chairman      Against   Against      Shareholder


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

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John R. Alm              For       For          Management
2     Elect Director John F. Bergstrom        For       For          Management
3     Elect Director Abelardo E. Bru          For       For          Management
4     Elect Director Robert W. Decherd        For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Mae C. Jemison           For       For          Management
7     Elect Director James M. Jenness         For       For          Management
8     Elect Director Nancy J. Karch           For       For          Management
9     Elect Director Ian C. Read              For       For          Management
10    Elect Director Linda Johnson Rice       For       For          Management
11    Elect Director Marc J. Shapiro          For       For          Management
12    Elect Director G. Craig Sullivan        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
15    Approve Omnibus Stock Plan              For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
14    Reduce Supermajority Vote Requirement   For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Adopt Policy on Succession Planning     Against   Against      Shareholder


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

LIMITED BRANDS, INC.

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donna A. James           For       For          Management
2     Elect Director Jeffrey H. Miro          For       For          Management
3     Elect Director Raymond Zimmerman        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Approve Executive Incentive Bonus Plan  For       For          Management
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
9     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nolan D. Archibald       For       For          Management
2     Elect Director Rosalind G. Brewer       For       For          Management
3     Elect Director David B. Burritt         For       For          Management
4     Elect Director James O. Ellis, Jr.      For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Gwendolyn S. King        For       For          Management
7     Elect Director James M. Loy             For       For          Management
8     Elect Director Douglas H. McCorkindale  For       For          Management
9     Elect Director Joseph W. Ralston        For       For          Management
10    Elect Director Anne Stevens             For       For          Management
11    Elect Director Robert J. Stevens        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Provide Right to Act by Written Consent Against   For          Shareholder


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     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 Dawn E. Hudson           For       For          Management
1.6   Elect Director Robert L. Johnson        For       For          Management
1.7   Elect Director Marshall O. Larsen       For       For          Management
1.8   Elect Director Richard K. Lochridge     For       For          Management
1.9   Elect Director Robert A. Niblock        For       For          Management
1.10  Elect Director Stephen F. Page          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
7     Include Sustainability as a Performance Against   Against      Shareholder
      Measure for Senior Executive
      Compensation
8     Report on Political Contributions       Against   Against      Shareholder


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Discussion on Company's Corporate       None      None         Management
      Governance Structure
3a    Elect J.S. Bindra as Class I Directors  For       For          Management
      to the Supervisory Board
3b    Reelect M. Carroll as Class I Directors For       For          Management
      to the Supervisory Board
3c    Reelect R. van der Meer as Class I      For       For          Management
      Directors to the Supervisory Board
4     Elect R. Buchanan as Class II Director  For       For          Management
      to the Supervisory Board
5     Elect J. Aigrain as Class III Director  For       For          Management
      to the Supervisory Board
6     Adopt Financial Statements and          For       For          Management
      Statutory Reports
7     Approve Discharge of Management Board   For       For          Management
8     Approve Discharge of Supervisory Board  For       For          Management
9     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
10    Approve Remuneration of Supervisory     For       Against      Management
      Board
11    Amend Articles Re: Removal of           For       For          Management
      References to Class B Shares and
      Conversion into A Shares, Deletion of
      Provisions regarding Listing on New
      York Stock Exchange, and Legislative
      Changes in Dutch Law
12    Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
13    Approve Dividends of USD 0.10 Per Share For       For          Management
14    Advisory Vote to Approve Remuneration   For       For          Management
      Report Containing Remuneration Policy
      for Management Board Members
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Elect G. Gwin as Class II Director to   For       For          Management
      the Supervisory Board
17    Close Meeting                           None      None         Management


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Bollenbach    For       For          Management
1.2   Elect Director Deirdre P. Connelly      For       For          Management
1.3   Elect Director Meyer Feldberg           For       For          Management
1.4   Elect Director Sara Levinson            For       For          Management
1.5   Elect Director Terry J. Lundgren        For       For          Management
1.6   Elect Director Joseph Neubauer          For       For          Management
1.7   Elect Director Joseph A. Pichler        For       For          Management
1.8   Elect Director Joyce M. Roche           For       For          Management
1.9   Elect Director Craig E. Weatherup       For       For          Management
1.10  Elect Director Marna C. Whittington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MARATHON OIL CORPORATION

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gregory H. Boyce         For       Against      Management
2     Elect Director Pierre Brondeau          For       For          Management
3     Elect Director Clarence P. Cazalot, Jr. For       Against      Management
4     Elect Director David A. Daberko         For       Against      Management
5     Elect Director William L. Davis         For       Against      Management
6     Elect Director Shirley Ann Jackson      For       Against      Management
7     Elect Director Philip Lader             For       Against      Management
8     Elect Director Charles R. Lee           For       Against      Management
9     Elect Director Michael E. J. Phelps     For       Against      Management
10    Elect Director Dennis H. Reilley        For       Against      Management
11    Elect Director Seth E. Schofield        For       Against      Management
12    Elect Director John W. Snow             For       Against      Management
13    Elect Director Thomas J. Usher          For       Against      Management
14    Ratify Auditors                         For       For          Management
15    Provide Right to Call Special Meeting   For       Against      Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bookout, III     For       For          Management
1.2   Elect Director Roger A. Brown           For       For          Management
1.3   Elect Director Stephen G. Hanks         For       For          Management
1.4   Elect Director Stephen M. Johnson       For       For          Management
1.5   Elect Director D. Bradley McWilliams    For       For          Management
1.6   Elect Director Thomas C. Schievelbein   For       For          Management
1.7   Elect Director Mary Shafer-Malicki      For       For          Management
1.8   Elect Director David A. Trice           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

MCDONALD'S CORPORATION

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

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


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Richard T. Clark         For       For          Management
4     Elect Director Kenneth C. Frazier       For       For          Management
5     Elect Director Thomas H. Glocer         For       For          Management
6     Elect Director Steven F. Goldstone      For       For          Management
7     Elect Director William B. Harrison. Jr. For       For          Management
8     Elect Director Harry R. Jacobson        For       For          Management
9     Elect Director William N. Kelley        For       For          Management
10    Elect Director C. Robert Kidder         For       For          Management
11    Elect Director Rochelle B. Lazarus      For       For          Management
12    Elect Director Carlos E. Represas       For       For          Management
13    Elect Director Patricia F. Russo        For       For          Management
14    Elect Director Thomas E. Shenk          For       For          Management
15    Elect Director Anne M. Tatlock          For       For          Management
16    Elect Director Craig B. Thompson        For       For          Management
17    Elect Director Wendell P. Weeks         For       For          Management
18    Elect Director Peter C. Wendell         For       For          Management
19    Ratify Auditors                         For       For          Management
20    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
21    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

MID-AMERICA APARTMENT COMMUNITIES, INC.

Ticker:       MAA            Security ID:  59522J103
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Eric Bolton, Jr.      For       For          Management
1.2   Elect Director Alan B. Graf, jr.        For       For          Management
1.3   Elect Director John S. Grinalds         For       For          Management
1.4   Elect Director Ralph Horn               For       For          Management
1.5   Elect Director Philip W. Norwood        For       For          Management
1.6   Elect Director W. Reid Sanders          For       For          Management
1.7   Elect Director William B. Sansom        For       For          Management
1.8   Elect Director Simon R.C. Wadsworth     For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

NABORS INDUSTRIES LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Anthony G. Petrello as Director   For       Withhold     Management
1.2   Elect Myron M. Sheinfeld as Director    For       Withhold     Management
2     Approve Pricewaterhouse Coopers LLP as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Declassify the Board of Directors       Against   For          Shareholder


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

NEXEN INC.

Ticker:       NXY            Security ID:  65334H102
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W.B. Berry               For       Withhold     Management
1.2   Elect Director R.G. Bertram             For       Withhold     Management
1.3   Elect Director D.G. Flanagan            For       Withhold     Management
1.4   Elect Director S.B. Jackson             For       Withhold     Management
1.5   Elect Director K.J. Jenkins             For       Withhold     Management
1.6   Elect Director A.A. McLellan            For       Withhold     Management
1.7   Elect Director E.P. Newell              For       Withhold     Management
1.8   Elect Director T.C. O'Neill             For       Withhold     Management
1.9   Elect Director M.F. Romanow             For       Withhold     Management
1.10  Elect Director F.M. Saville             For       Withhold     Management
1.11  Elect Director J.M. Willson             For       Withhold     Management
1.12  Elect Director V.J. Zaleschuk           For       Withhold     Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Approve Shareholder Rights Plan         For       Against      Management
4     Advisory Vote on Executive Compensation For       Against      Management
      Approach


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Abdoo         For       For          Management
2     Elect Director Steven C. Beering        For       For          Management
3     Elect Director Michael E. Jesanis       For       For          Management
4     Elect Director Marty R. Kittrell        For       For          Management
5     Elect Director W. Lee Nutter            For       For          Management
6     Elect Director Deborah S. Parker        For       For          Management
7     Elect Director Ian M. Rolland           For       For          Management
8     Elect Director Robert C. Skaggs, Jr.    For       For          Management
9     Elect Director Richard L. Thompson      For       For          Management
10    Elect Director Carolyn Y. Woo           For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Provide Right to Act by Written Consent Against   For          Shareholder


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

NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Wesley G. Bush           For       For          Management
2     Elect Director Lewis W. Coleman         For       For          Management
3     Elect Director Victor H. Fazio          For       For          Management
4     Elect Director Donald E. Felsinger      For       For          Management
5     Elect Director Stephen E. Frank         For       For          Management
6     Elect Director Bruce S. Gordon          For       For          Management
7     Elect Director Madeleine Kleiner        For       For          Management
8     Elect Director Karl J. Krapek           For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director Aulana L. Peters         For       For          Management
11    Elect Director Kevin W. Sharer          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Report on Political Contributions       Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   For          Shareholder


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  66987V109
Meeting Date: FEB 22, 2011   Meeting Type: Annual
Record Date:  JAN 25, 2011

#     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 2.20 per Share
4     Approve Remuneration System             For       Against      Management
5a    Reelect Ann Fudge as Director           For       For          Management
5b    Reelect Pierre Landolt as Director      For       For          Management
5c    Reelect Ulrich Lehner as Director       For       For          Management
5d    Elect Enrico Vanni as Director          For       For          Management
6     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
7     Additional And/or Counter-proposals     For       Against      Management
      Presented At The Meeting


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

NRG ENERGY, INC.

Ticker:       NRG            Security ID:  629377508
Meeting Date: JUL 28, 2010   Meeting Type: Annual
Record Date:  JUN 04, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kirbyjon H. Caldwell     For       For          Management
2     Elect Director David Crane              For       For          Management
3     Elect Director Stephen L. Cropper       For       For          Management
4     Elect Director Kathleen A. McGinty      For       For          Management
5     Elect Director Thomas H. Weidemeyer     For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director Michael S. Brown         For       For          Management
3     Elect Director M. Anthony Burns         For       For          Management
4     Elect Director W. Don Cornwell          For       For          Management
5     Elect Director Frances D. Fergusson     For       For          Management
6     Elect Director William H. Gray III      For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Two Years One Year     Management
17    Publish Political Contributions         Against   Against      Shareholder
18    Report on Public Policy Advocacy        Against   Against      Shareholder
      Process
19    Adopt Policy to Restrain Pharmaceutical Against   Against      Shareholder
      Price Increases
20    Provide Right to Act by Written Consent Against   For          Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
22    Report on Animal Testing and Plans for  Against   Against      Shareholder
      Reduction


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect Director Louis C. Camilleri       For       For          Management
4     Elect Director J. Dudley Fishburn       For       For          Management
5     Elect Director Jennifer Li              For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Lucio A. Noto            For       For          Management
9     Elect Director Carlos Slim Helu         For       For          Management
10    Elect Director Stephen M. Wolf          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Report on Effect of Marketing Practices Against   Against      Shareholder
      on the Poor
15    Require Independent Board Chairman      Against   Against      Shareholder


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: AUG 24, 2010   Meeting Type: Special
Record Date:  JUL 13, 2010

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


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Vernon E. Clark          For       For          Management
2     Elect Director John M. Deutch           For       For          Management
3     Elect Director Stephen J. Hadley        For       For          Management
4     Elect Director Frederic M. Poses        For       For          Management
5     Elect Director Michael C. Ruettgers     For       For          Management
6     Elect Director Ronald L. Skates         For       For          Management
7     Elect Director William R. Spivey        For       For          Management
8     Elect Director Linda G. Stuntz          For       For          Management
9     Elect Director William H. Swanson       For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Provide Right to Act by Written Consent Against   For          Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Contributions and    Against   Against      Shareholder
      Expenses
16    Submit SERP to Shareholder Vote         Against   Against      Shareholder


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

ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George P. Orban          For       For          Management
1.2   Elect Director Donald H. Seiler         For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Ratify Auditors                         For       For          Management


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  780259206
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     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 Linda Stuntz as Director          For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Malcolm Brinded as Director    For       For          Management
6     Elect Guy Elliott as Director           For       For          Management
7     Re-elect Simon Henry as Director        For       For          Management
8     Re-elect Charles Holliday as Director   For       For          Management
9     Re-elect Lord Kerr of Kinlochard as     For       For          Management
      Director
10    Elect Gerard Kleisterlee as Director    For       For          Management
11    Re-elect Christine Morin-Postel as      For       For          Management
      Director
12    Re-elect Jorma Ollila as Director       For       For          Management
13    Re-elect Jeroen van der Veer as         For       For          Management
      Director
14    Re-elect Peter Voser as Director        For       For          Management
15    Re-elect Hans Wijers as Director        For       For          Management
16    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
17    Authorise Board to Fix Remuneration of  For       For          Management
      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               For       For          Management
21    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SARA LEE CORPORATION

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 28, 2010   Meeting Type: Annual
Record Date:  SEP 07, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Christopher B. Begley    For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Virgis W. Colbert        For       For          Management
4     Elect Director James S. Crown           For       For          Management
5     Elect Director Laurette T. Koellner     For       For          Management
6     Elect Director Cornelis J.A. Van Lede   For       For          Management
7     Elect Director Dr. John Mcadam          For       For          Management
8     Elect Director Sir Ian Prosser          For       For          Management
9     Elect Director Norman R. Sorensen       For       For          Management
10    Elect Director Jeffrey W. Ubben         For       For          Management
11    Elect Director Jonathan P. Ward         For       For          Management
12    Ratify Auditors                         For       For          Management


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Melvyn E. Bergstein      For       For          Management
2     Elect Director Linda Walker Bynoe       For       For          Management
3     Elect Director Larry C. Glasscock       For       For          Management
4     Elect Director Karen N. Horn            For       For          Management
5     Elect Director Allan Hubbard            For       For          Management
6     Elect Director Reuben S. Leibowitz      For       For          Management
7     Elect Director Daniel C. Smith          For       For          Management
8     Elect Director J. Albert Smith, Jr.     For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
11    Ratify Auditors                         For       For          Management


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

SOUTHERN UNION COMPANY

Ticker:       SUG            Security ID:  844030106
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George L. Lindemann      For       For          Management
1.2   Elect Director Eric D. Herschmann       For       For          Management
1.3   Elect Director David Brodsky            For       For          Management
1.4   Elect Director Frank W. Denius          For       For          Management
1.5   Elect Director Kurt A. Gitter           For       For          Management
1.6   Elect Director Herbert H. Jacobi        For       For          Management
1.7   Elect Director Thomas N. McCarter, III  For       For          Management
1.8   Elect Director George Rountree, III     For       For          Management
1.9   Elect Director Allan D. Scherer         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Prepare Sustainability Report           Against   Against      Shareholder


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

TELEFONICA S.A.

Ticker:       TEF            Security ID:  879382208
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Individual and Consolidated     For       For          Management
      Financial Statements, Statutory
      Reports, Allocation of Income, and
      Discharge Directors for FY 2010
2     Approve Dividend Distribution of EUR    For       For          Management
      0.77 Per Share Charged to Unrestricted
      Reserves
3.1   Amend Several Articles of Bylaws to     For       For          Management
      Adapt to Revised Legislations
3.2   Add New Paragraph 5 to Article 16 of    For       For          Management
      Bylaws Re: General Meeting
3.3   Add New Article 26 bis to Bylaws Re:    For       For          Management
      Board-Related
4.1   Amend Several Articles of General       For       For          Management
      Meeting Regulations to Adapt to Revised
      Legislations
4.2   Amend Article 14.1 of General Meeting   For       For          Management
      Regulations
5.1   Re-elect Isidro Faine Casas as Director For       Against      Management
5.2   Re-elect Vitalino Manuel Nafria Aznar   For       Against      Management
      as Director
5.3   Re-elect Julio Linares Lopez as         For       Against      Management
      Director
5.4   Re-elect David Arculus as Director      For       For          Management
5.5   Re-elect Carlos Colomer Casellas as     For       For          Management
      Director
5.6   Re-elect Peter Erskine as Director      For       Against      Management
5.7   Re-elect Alfonso Ferrari Herrero as     For       For          Management
      Director
5.8   Re-elect Antonio Massanell Lavilla as   For       Against      Management
      Director
5.9   Elect Chang Xiaobing as Director        For       Against      Management
6     Authorize Increase in Capital up to 50  For       For          Management
      Percent via Issuance of New Shares with
      Possibility of Total or Partial
      Exclusion of Preemptive Rights
7     Re-elect Ernst & Young SL as Auditors   For       For          Management
      of Individual and Consolidated Accounts
8     Approve Long-Term Incentive Plan        For       For          Management
      Consisting of Delivery of Company
      Shares to Executive Team Members of
      Telefonica Group
9     Approve Long-Term Incentive Restricted  For       For          Management
      Plan Consisting of Delivery of Shares
      to Employees and Executive Personnel of
      Telefonica Group
10    Approve Share Matching Plan             For       For          Management
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

TESORO CORPORATION

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rodney F. Chase          For       For          Management
2     Elect Director Gregory J. Goff          For       For          Management
3     Elect Director Robert W. Goldman        For       For          Management
4     Elect Director Steven H. Grapstein      For       For          Management
5     Elect Director J.w. Nokes               For       For          Management
6     Elect Director Susan Tomasky            For       For          Management
7     Elect Director Michael E. Wiley         For       For          Management
8     Elect Director Patrick Y. Yang          For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
11    Approve Omnibus Stock Plan              For       For          Management
12    Ratify Auditors                         For       For          Management
13    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       Against      Management
2     Elect Director Robert D. Beyer          For       Against      Management
3     Elect Director W. James Farrell         For       Against      Management
4     Elect Director Jack M. Greenberg        For       Against      Management
5     Elect Director Ronald T. Lemay          For       Against      Management
6     Elect Director Andrea Redmond           For       Against      Management
7     Elect Director H. John Riley, Jr.       For       Against      Management
8     Elect Director Joshua I. Smith          For       Against      Management
9     Elect Director Judith A. Sprieser       For       Against      Management
10    Elect Director Mary Alice Taylor        For       Against      Management
11    Elect Director Thomas J. Wilson         For       Against      Management
12    Ratify Auditors                         For       For          Management
13    Provide Right to Call Special Meeting   For       For          Management
14    Adopt the Jurisdiction of Incorporation For       Against      Management
      as the Exclusive Forum for Certain
      Disputes
15    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
17    Provide Right to Act by Written Consent Against   For          Shareholder
18    Report on Political Contributions       Against   Against      Shareholder


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

THE CHUBB CORPORATION

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zoe Baird                For       For          Management
2     Elect Director Sheila P. Burke          For       For          Management
3     Elect Director James I. Cash, Jr.       For       For          Management
4     Elect Director John D. Finnegan         For       For          Management
5     Elect Director Lawrence W. Kellner      For       For          Management
6     Elect Director Martin G. McGuinn        For       For          Management
7     Elect Director Lawrence M. Small        For       For          Management
8     Elect Director Jess Soderberg           For       For          Management
9     Elect Director Daniel E. Somers         For       For          Management
10    Elect Director James M. Zimmerman       For       For          Management
11    Elect Director Alfred W. Zollar         For       For          Management
12    Approve Executive Incentive Bonus Plan  For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Arnold A. Allemang       For       For          Management
2     Elect Director Jacqueline K. Barton     For       For          Management
3     Elect Director James A. Bell            For       For          Management
4     Elect Director Jeff M. Fettig           For       For          Management
5     Elect Director Barbara H. Franklin      For       For          Management
6     Elect Director Jennifer M. Granholm     For       For          Management
7     Elect Director John B. Hess             For       For          Management
8     Elect Director Andrew N. Liveris        For       For          Management
9     Elect Director Paul Polman              For       For          Management
10    Elect Director Dennis H. Reilley        For       For          Management
11    Elect Director James M. Ringler         For       For          Management
12    Elect Director Ruth G. Shaw             For       For          Management
13    Elect Director Paul G. Stern            For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
17    Provide Right to Act by Written Consent Against   For          Shareholder


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

THE GAP, INC.

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adrian D.P. Bellamy      For       For          Management
1.2   Elect Director Domenico De Sole         For       For          Management
1.3   Elect Director Robert J. Fisher         For       For          Management
1.4   Elect Director William S. Fisher        For       For          Management
1.5   Elect Director Bob L. Martin            For       For          Management
1.6   Elect Director Jorge P. Montoya         For       For          Management
1.7   Elect Director Glenn K. Murphy          For       For          Management
1.8   Elect Director Mayo A. Shattuck III     For       For          Management
1.9   Elect Director Katherine Tsang          For       For          Management
1.10  Elect Director Kneeland C. Youngblood   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

THE GOLDMAN SACHS GROUP, INC.

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

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


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Francis S. Blake         For       For          Management
3     Elect Director Ari Bousbib              For       For          Management
4     Elect Director Gregory D. Brenneman     For       For          Management
5     Elect Director J. Frank Brown           For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Elect Director Ronald L. Sargent        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Provide Right to Act by Written Consent For       For          Management
15    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
17    Prepare Employment Diversity Report     Against   Against      Shareholder
18    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

THE KROGER CO.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Reuben V. Anderson       For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director David B. Dillon          For       For          Management
4     Elect Director Susan J. Kropf           For       For          Management
5     Elect Director John T. Lamacchia        For       For          Management
6     Elect Director David B. Lewis           For       For          Management
7     Elect Director W. Rodney Mcmullen       For       For          Management
8     Elect Director Jorge P. Montoya         For       For          Management
9     Elect Director Clyde R. Moore           For       For          Management
10    Elect Director Susan M. Phillips        For       For          Management
11    Elect Director Steven R. Rogel          For       For          Management
12    Elect Director James A. Runde           For       For          Management
13    Elect Director Ronald L. Sargent        For       For          Management
14    Elect Director Bobby S. Shackouls       For       For          Management
15    Approve Omnibus Stock Plan              For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
18    Ratify Auditors                         For       For          Management
19    Adopt ILO Based Code of Conduct         Against   Against      Shareholder


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

THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 14, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jose B. Alvarez          For       For          Management
2     Elect Director Alan M. Bennett          For       For          Management
3     Elect Director Bernard Cammarata        For       For          Management
4     Elect Director David T. Ching           For       For          Management
5     Elect Director Michael F. Hines         For       For          Management
6     Elect Director Amy B. Lane              For       For          Management
7     Elect Director Carol Meyrowitz          For       For          Management
8     Elect Director John F. O'Brien          For       For          Management
9     Elect Director Willow B. Shire          For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Beller           For       For          Management
2     Elect Director John H. Dasburg          For       For          Management
3     Elect Director Janet M. Dolan           For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Jay S. Fishman           For       For          Management
6     Elect Director Lawrence G. Graev        For       For          Management
7     Elect Director Patricia L. Higgins      For       For          Management
8     Elect Director Thomas R. Hodgson        For       For          Management
9     Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Laurie J. Thomsen        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James L. Barksdale       For       For          Management
2     Elect Director William P. Barr          For       For          Management
3     Elect Director Jeffrey L. Bewkes        For       For          Management
4     Elect Director Stephen F. Bollenbach    For       For          Management
5     Elect Director Frank J. Caufield        For       For          Management
6     Elect Director Robert C. Clark          For       For          Management
7     Elect Director Mathias Dopfner          For       For          Management
8     Elect Director Jessica P. Einhorn       For       For          Management
9     Elect Director Fred Hassan              For       For          Management
10    Elect Director Michael A. Miles         For       For          Management
11    Elect Director Kenneth J. Novack        For       For          Management
12    Elect Director Paul D. Wachter          For       For          Management
13    Elect Director Deborah C. Wright        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
17    Reduce Supermajority Vote Requirement   For       For          Management
18    Provide Right to Act by Written Consent Against   For          Shareholder


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

TRW AUTOMOTIVE HOLDINGS CORP.

Ticker:       TRW            Security ID:  87264S106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Francois J. Castaing     For       For          Management
1.2   Elect Director Michael R. Gambrell      For       For          Management
1.3   Elect Director Paul H. O'neill          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

TYCO ELECTRONICS LTD.

Ticker:       TEL            Security ID:  H8912P106
Meeting Date: MAR 09, 2011   Meeting Type: Annual
Record Date:  FEB 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Pierre Brondeau as Director     For       For          Management
2     Reelect Juergen Gromer as Director      For       For          Management
3     Reelect Robert Hernandez as Director    For       For          Management
4     Reelect Thomas Lynch as Director        For       For          Management
5     Reelect Daniel Phelan as Director       For       For          Management
6     Reelect Frederic Poses as Director      For       For          Management
7     Reelect Lawrence Smith as Director      For       For          Management
8     Reelect Paula Sneed as Director         For       For          Management
9     Reelect David Steiner as Director       For       For          Management
10    Reelect John Van Scoter as Director     For       For          Management
11    Accept Annual Report for Fiscal         For       For          Management
      2009/2010
12    Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2010/2011
13    Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2010/2011
14    Approve Discharge of Board and Senior   For       For          Management
      Management
15    Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2010/2011
16    Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2010/2011
17    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2010/2011
18    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
19    Advisory Vote on Say on Pay Frequency   None      One Year     Management
20    Approve Ordinary Cash Dividend          For       For          Management
21    Change Company Name to TE Connectivity  For       For          Management
      Ltd
22    Amend Articles to Renew Authorized      For       For          Management
      Share Capital
23    Approve  Reduction in Share Capital     For       For          Management
24    Authorize Repurchase of up to USD 800   For       For          Management
      million of Share Capital
25    Adjourn Meeting                         For       Against      Management


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

TYSON FOODS, INC.

Ticker:       TSN            Security ID:  902494103
Meeting Date: FEB 04, 2011   Meeting Type: Annual
Record Date:  DEC 08, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don Tyson                For       For          Management
1.2   Elect Director John Tyson               For       For          Management
1.3   Elect Director Jim Kever                For       For          Management
1.4   Elect Director Kevin M. McNamara        For       For          Management
1.5   Elect Director Brad T. Sauer            For       For          Management
1.6   Elect Director Robert Thurber           For       For          Management
1.7   Elect Director Barbara A. Tyson         For       For          Management
1.8   Elect Director Albert C. Zapanta        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Phase in Controlled-Atmosphere Killing  Against   Against      Shareholder
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

UNION PACIFIC CORPORATION

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

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


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

UNITEDHEALTH GROUP INCORPORATED

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
15    Ratify Auditors                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director M. Frances Keeth         For       For          Management
3     Elect Director Robert W. Lane           For       For          Management
4     Elect Director Lowell C. Mcadam         For       For          Management
5     Elect Director Sandra O. Moose          For       For          Management
6     Elect Director Joseph Neubauer          For       For          Management
7     Elect Director Donald T. Nicolaisen     For       For          Management
8     Elect Director Clarence Otis, Jr.       For       For          Management
9     Elect Director Hugh B. Price            For       For          Management
10    Elect Director Ivan G. Seidenberg       For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Elect Director John W. Snow             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Performance-Based Equity Awards         Against   Against      Shareholder
18    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

WEINGARTEN REALTY INVESTORS

Ticker:       WRI            Security ID:  948741103
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanford Alexander       For       For          Management
1.2   Elect Director Andrew M. Alexander      For       For          Management
1.3   Elect Director James W. Crownover       For       For          Management
1.4   Elect Director Robert J. Cruikshank     For       For          Management
1.5   Elect Director Melvin A. Dow            For       For          Management
1.6   Elect Director Stephen A. Lasher        For       For          Management
1.7   Elect Director Douglas W. Schnitzer     For       For          Management
1.8   Elect Director C. Park Shaper           For       For          Management
1.9   Elect Director Marc J. Shapiro          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angela F. Braly          For       For          Management
1.2   Elect Director Warren Y. Jobe           For       For          Management
1.3   Elect Director William G. Mays          For       For          Management
1.4   Elect Director William J. Ryan          For       For          Management
2     Ratify Auditors                         For       For          Management
3a    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Vote Requirement
3b    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Removal of Directors
3c    Opt Out of State's Control Share        For       For          Management
      Acquisition Law
3d    Amend Articles of Incorporation to      For       For          Management
      Remove Certain Obsolete Provisions
3e    Amend Articles of Incorporation to      For       For          Management
      Remove Other Obsolete Provisions and
      Make Conforming Changes
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Feasibility Study for Converting to     Against   Against      Shareholder
      Nonprofit Status
7     Reincorporate in Another State [from    Against   Against      Shareholder
      Indiana to Delaware]
8     Require Independent Board Chairman      Against   Against      Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Election Director John D. Baker II      For       For          Management
2     Election Director John S. Chen          For       For          Management
3     Election Director Lloyd H. Dean         For       For          Management
4     Election Director Susan E. Engel        For       For          Management
5     Election Director Enrique Hernandez,    For       For          Management
      Jr.
6     Election Director Donald M. James       For       For          Management
7     Election Director Mackey J. McDonald    For       For          Management
8     Election Director Cynthia H. Milligan   For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Philip J. Quigley        For       For          Management
11    Elect Director Judith M. Runstad        For       For          Management
12    Elect Director Stephen W. Sanger        For       For          Management
13    Elect Director John G. Stumpf           For       For          Management
14    Elect Director an G. Swenson            For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Ratify Auditors                         For       For          Management
18    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Require Independent Board Chairman      Against   Against      Shareholder
21    Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
22    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations

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







                                   SIGNATURES

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


                              Registrant: AllianceBernstein Equity Income
                                          Fund, Inc.


                              By: Robert M. Keith*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 30, 2011



*By: /s/ Emilie D. Wrapp
     --------------------
         Emilie D. Wrapp
         Secretary