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
                               901 K Street, N.W.
                             Washington, D.C. 20001

                      Date of fiscal year end:  November 30

             Date of reporting period: July 1, 2011 - June 30, 2012




Item 1.  Proxy Voting Record.

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

ICA File Number: 811-07916
Reporting Period: 07/01/2011 - 06/30/2012
AllianceBernstein Equity Income Fund, Inc.









================== AllianceBernstein Equity Income Fund, Inc. ==================


ABBOTT LABORATORIES

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Research Animal Care and      Against   For          Shareholder
      Promotion of Testing Alternatives
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Anti Gross-up Policy              Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder
9     Cease Compliance Adjustments to         Against   Against      Shareholder
      Performance Criteria
10    Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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ACCENTURE PLC

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect Dina Dublon as a Director       For       For          Management
3     Reelect William D. Green as a Director  For       For          Management
4     Reelect Nobuyuki Idei as a Director     For       For          Management
5     Reelect Marjorie Magner as a Director   For       For          Management
6     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Declassify the Board of Directors       For       For          Management
9     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
10    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
11    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Fernando Aguirre         For       For          Management
2     Elect Director Mark T. Bertolini        For       For          Management
3     Elect Director Frank M. Clark           For       For          Management
4     Elect Director Betsy Z. Cohen           For       For          Management
5     Elect Director Molly J. Coye            For       For          Management
6     Elect Director Roger N. Farah           For       For          Management
7     Elect Director Barbara Hackman Franklin For       For          Management
8     Elect Director Jeffrey E. Garten        For       For          Management
9     Elect Director Ellen M. Hancock         For       For          Management
10    Elect Director Richard J. Harrington    For       For          Management
11    Elect Director Edward J. Ludwig         For       For          Management
12    Elect Director Joseph P. Newhouse       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide for Cumulative Voting           Against   Against      Shareholder
16    Report on Political Contributions       Against   For          Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     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 Martin J. Barrington     For       For          Management
4     Elect Director John T. Casteen III      For       For          Management
5     Elect Director Dinyar S. Devitre        For       For          Management
6     Elect Director Thomas F. Farrell II     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director W. Leo Kiely III         For       For          Management
9     Elect Director Kathryn B. McQuade       For       For          Management
10    Elect Director George Munoz             For       For          Management
11    Elect Director Nabil Y. Sakkab          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMERICAN ELECTRIC POWER COMPANY, INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nicholas K. Akins        For       For          Management
2     Elect Director David J. Anderson        For       For          Management
3     Elect Director James F. Cordes          For       For          Management
4     Elect Director Ralph D. Crosby, Jr.     For       For          Management
5     Elect Director Linda A. Goodspeed       For       For          Management
6     Elect Director Thomas E. Hoaglin        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 Sara Martinez Tucker     For       For          Management
12    Elect Director John F. Turner           For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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APPLE INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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APPLIED MATERIALS, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aart J. de Geus          For       For          Management
2     Elect Director Stephen R. Forrest       For       For          Management
3     Elect Director Thomas J. Iannotti       For       For          Management
4     Elect Director Susan M. James           For       For          Management
5     Elect Director Alexander A. Karsner     For       For          Management
6     Elect Director Gerhard H. Parker        For       For          Management
7     Elect Director Dennis D. Powell         For       For          Management
8     Elect Director Willem P. Roelandts      For       For          Management
9     Elect Director James E. Rogers          For       For          Management
10    Elect Director Michael R. Splinter      For       For          Management
11    Elect Director Robert H. Swan           For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Amend Executive Incentive Bonus Plan    For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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ASTRAZENECA PLC

Ticker:       AZN            Security ID:  046353108
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Confirm First Interim Dividend;         For       For          Management
      Confirm 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 Genevieve Berger as Director      For       For          Management
5(e)  Re-elect Bruce Burlington as Director   For       For          Management
5(f)  Elect Graham Chipchase as Director      For       For          Management
5(g)  Re-elect Jean-Philippe Courtois as      For       For          Management
      Director
5(h)  Elect Leif Johansson as Director        For       For          Management
5(i)  Re-elect Rudy Markham as Director       For       For          Management
5(j)  Re-elect Nancy Rothwell as Director     For       For          Management
5(k)  Re-elect Shriti Vadera as Director      For       For          Management
5(l)  Re-elect John Varley as Director        For       For          Management
5(m)  Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Authorise EU Political Donations and    For       For          Management
      Expenditure
8     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
9     Approve 2012 Savings-Related Share      For       For          Management
      Option Scheme
10    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
11    Authorise Market Purchase               For       For          Management
12    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     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 DirectorJames H. Blanchard        For       For          Management
5     Elect DirectorJaime 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 John B. McCoy            For       For          Management
9     Elect Director Joyce M. Roche           For       For          Management
10    Elect Director Matthew K. Rose          For       For          Management
11    Elect Director Laura D'Andrea Tyson     For       For          Management
12    Ratification Of Appointment Of          For       For          Management
      Independent Auditors.
13    Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       For          Management
15    Report on Political Contributions       Against   For          Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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ATMOS ENERGY CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect 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     Elect Director Thomas C. Meredith       For       For          Management
6     Elect Director Nancy K. Quinn           For       For          Management
7     Elect Director Stephen R. Springer      For       For          Management
8     Elect Director Richard Ware, II         For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BP PLC

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Robert Dudley as Director      For       For          Management
4     Re-elect Iain Conn as Director          For       For          Management
5     Elect Dr Brian Gilvary as Director      For       For          Management
6     Re-elect Dr Byron Grote as Director     For       For          Management
7     Re-elect Paul Anderson as Director      For       For          Management
8     Re-elect Frank Bowman as Director       For       For          Management
9     Re-elect Antony Burgmans as Director    For       For          Management
10    Re-elect Cynthia Carroll as Director    For       For          Management
11    Re-elect George David as Director       For       For          Management
12    Re-elect Ian Davis as Director          For       For          Management
13    Elect Dame Ann Dowling as Director      For       For          Management
14    Re-elect Brendan Nelson as Director     For       For          Management
15    Re-elect Phuthuma Nhleko as Director    For       For          Management
16    Elect Andrew Shilston as Director       For       For          Management
17    Re-elect Carl-Henric Svanberg as        For       For          Management
      Director
18    Reappoint Ernst & Young LLP as          For       For          Management
      Auditors and Authorise Their
      Remuneration
19    Authorise Market Purchase               For       For          Management
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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CENTERPOINT ENERGY, INC.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

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


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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3.1   Elect Director Fred R. Nichols          For       For          Management
3.2   Elect Director Harvey P. Perry          For       For          Management
3.3   Elect Director Laurie A. Siegel         For       For          Management
3.4   Elect Director Joseph R. Zimmel         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
7     Adopt Policy on Bonus Banking           Against   Against      Shareholder
8     Report on Political Contributions       Against   For          Shareholder


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CHEVRON CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Lobbying Payments and Policy  Against   For          Shareholder
17    Adopt Guidelines for Country Selection  Against   Against      Shareholder
18    Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   For          Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 07, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

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


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CIT GROUP INC.

Ticker:       CIT            Security ID:  125581801
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Thain            For       For          Management
2     Elect Director Michael J. Embler        For       For          Management
3     Elect Director William M. Freeman       For       For          Management
4     Elect Director David M. Moffett         For       For          Management
5     Elect Director R. Brad Oates            For       For          Management
6     Elect Director Marianne Miller Parrs    For       For          Management
7     Elect Director Gerald Rosenfeld         For       For          Management
8     Elect Director John R. Ryan             For       For          Management
9     Elect Director Seymour Sternberg        For       For          Management
10    Elect Director Peter J. Tobin           For       For          Management
11    Elect Director Laura S. Unger           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Franz B. Humer           For       For          Management
2     Elect Director Robert L. Joss           For       For          Management
3     Elect Director Michael E. O'Neill       For       For          Management
4     Elect Director Vikram S. Pandit         For       For          Management
5     Elect Director Lawrence R. Ricciardi    For       For          Management
6     Elect Director Judith Rodin             For       For          Management
7     Elect Director Robert L. Ryan           For       For          Management
8     Elect Director Anthony M. Santomero     For       For          Management
9     Elect Director Joan E. Spero            For       For          Management
10    Elect Director Diana L. Taylor          For       For          Management
11    Elect Director William S. Thompson, Jr. For       For          Management
12    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Report on Political Contributions and   Against   For          Shareholder
      Lobbying Expenditures
18    Stock Retention/Holding Period          Against   Against      Shareholder
19    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Merribel S. Ayres        For       For          Management
2     Elect Director Jon E. Barfield          For       For          Management
3     Elect Director Stephen E. Ewing         For       For          Management
4     Elect Director Richard M. Gabrys        For       For          Management
5     Elect Director David W. Joos            For       For          Management
6     Elect Director Philip R. Lochner, Jr.   For       For          Management
7     Elect Director Michael T. Monahan       For       For          Management
8     Elect Director John G. Russell          For       For          Management
9     Elect Director Kenneth L. Way           For       For          Management
10    Elect Director John B. Yasinsky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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COMMERCIAL METALS COMPANY

Ticker:       CMC            Security ID:  201723103
Meeting Date: FEB 03, 2012   Meeting Type: Annual
Record Date:  DEC 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold L. Adams          For       For          Management
1.2   Elect Director Joseph Alvarado          For       For          Management
1.3   Elect DirectorAnthony A. Massaro        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Redeem Outstanding Rights under Rights  Against   For          Shareholder
      Agreement
6     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
7     Repeal Bylaws Amendments Adopted prior  Against   Against      Shareholder
      to October 18, 2011


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

CONAGRA FOODS, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mogens C. Bay            For       For          Management
1.2   Elect Director Stephan G. Butler        For       For          Management
1.3   Elect Director Steven F. Goldstone      For       For          Management
1.4   Elect Director Joie A. Gregor           For       For          Management
1.5   Elect Director Rajive Johri             For       For          Management
1.6   Elect Director w.G. Jurgensen           For       For          Management
1.7   Elect Director Richard H. Lenny         For       For          Management
1.8   Elect Director Ruth Ann Marshall        For       For          Management
1.9   Elect Director Gary M. Rodkin           For       For          Management
1.10  Elect Director Andrew J. Schindler      For       For          Management
1.11  Elect Director Kenneth E. Stinson       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     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 Ryan M. Lance            For       For          Management
7     Elect Director Mohd H. Marican          For       For          Management
8     Elect Director Harold W. McGraw, III    For       For          Management
9     Elect Director James J. Mulva           For       For          Management
10    Elect Director Robert A. Niblock        For       For          Management
11    Elect Director Harald J. Norvik         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Elect Director Victoria J. Tschinkel    For       For          Management
14    Elect Director Kathryn C. Turner        For       For          Management
15    Elect Director William E. Wade, Jr.     For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
19    Report on Accident Risk Reduction       Against   For          Shareholder
      Efforts
20    Report on Lobbying Payments and Policy  Against   For          Shareholder
21    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
22    Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination based on Gender Identity


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

CONSTELLATION BRANDS, INC.

Ticker:       STZ            Security ID:  21036P108
Meeting Date: JUL 21, 2011   Meeting Type: Annual
Record Date:  MAY 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry Fowden             For       For          Management
1.2   Elect Director Barry A. Fromberg        For       For          Management
1.3   Elect Director Jeananne K. Hauswald     For       For          Management
1.4   Elect Director James A. Locke III       For       For          Management
1.5   Elect Director Richard Sands            For       For          Management
1.6   Elect Director Robert Sands             For       For          Management
1.7   Elect Director Paul L. Smith            For       For          Management
1.8   Elect Director Mark Zupan               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Request that the Board Adopt a Plan     Against   For          Shareholder
      for All Stock to Have One Vote Per
      Share


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     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           For       For          Management
      Executive Officers' Compensation


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

DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 22, 2011   Meeting Type: Annual
Record Date:  JUL 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard L. Berry         For       For          Management
1.2   Elect Director Odie C. Donald           For       For          Management
1.3   Elect Director Christopher J. Fraleigh  For       For          Management
1.4   Elect Director Victoria D. Harker       For       For          Management
1.5   Elect Director David H. Hughes          For       For          Management
1.6   Elect Director Charles A. Ledsinger Jr  For       For          Management
1.7   Elect Director William M. Lewis, Jr.    For       For          Management
1.8   Elect Director Senator Connie Mack III  For       For          Management
1.9   Elect Director Andrew H. Madsen         For       For          Management
1.10  Elect Director Clarence Otis, Jr.       For       For          Management
1.11  Elect Director Michael D. Rose          For       For          Management
1.12  Director Maria A. Sastre                For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 15, 2011   Meeting Type: Annual
Record Date:  MAY 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Breyer          For       For          Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Michael S. Dell          For       For          Management
1.4   Elect Director William H. Gray, III     For       For          Management
1.5   Elect Director Gerald J. Kleisterlee    For       For          Management
1.6   Elect Director Thomas W. Luce, III      For       For          Management
1.7   Elect Director Klaus S. Luft            For       For          Management
1.8   Elect Director Alex J. Mandl            For       For          Management
1.9   Elect Director Shantanu Narayen         For       For          Management
1.10  Elect Director H. Ross Perot, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Provide Right to Act by Written Consent Against   For          Shareholder
7     Approve Declaration of Dividends        Against   Against      Shareholder


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 15, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     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 David G. DeWalt          For       For          Management
7     Elect Director Mickey P. Foret          For       For          Management
8     Elect Director Shirley C. Franklin      For       For          Management
9     Elect Director David R. Goode           For       For          Management
10    Elect Director Paula Rosput Reynolds    For       For          Management
11    Elect Director Kenneth C. Rogers        For       For          Management
12    Elect Director Kenneth B. Woodrow       For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management


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

DIGITAL REALTY TRUST, INC.

Ticker:       DLR            Security ID:  253868103
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael F. Foust         For       For          Management
2     Elect Director Laurence A. Chapman      For       For          Management
3     Elect Director Kathleen Earley          For       For          Management
4     Elect Director Ruann F. Ernst, Ph.D.    For       For          Management
5     Elect Director Dennis E. Singleton      For       For          Management
6     Elect Director Robert H. Zerbst         For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ralph Boyd, Jr.          For       For          Management
2     Elect Director David Dillon             For       For          Management
3     Elect Director Samuel DiPiazza, Jr.     For       For          Management
4     Elect Director Dixon Doll               For       For          Management
5     Elect Director Peter Lund               For       For          Management
6     Elect Director Nancy Newcomb            For       For          Management
7     Elect Director Lorrie Norrington        For       For          Management
8     Ratify Auditors                         For       For          Management
9     Eliminate Class of Common Stock         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

DR PEPPER SNAPPLE GROUP, INC.

Ticker:       DPS            Security ID:  26138E109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David E. Alexander       For       For          Management
2     Elect Director Pamela H. Patsley        For       For          Management
3     Elect Director M. Anne Szostak          For       For          Management
4     Elect Director Michael F. Weinstein     For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Adopt Comprehensive Recycling Strategy  Against   For          Shareholder
      for Beverage Containers


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

DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerard M. Anderson       For       For          Management
1.2   Elect Director Charles G. McClure, Jr.  For       For          Management
1.3   Elect Director Eugene A. Miller         For       For          Management
1.4   Elect Director Charles W. Pryor, Jr.    For       For          Management
1.5   Elect Director Ruth G. Shaw             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Political Contributions       Against   For          Shareholder
6     Adopt Quantitative Goals for GHG and    Against   For          Shareholder
      Other Air Emissions


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

DUKE REALTY CORPORATION

Ticker:       DRE            Security ID:  264411505
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Baltimore, Jr. For       For          Management
2     Elect Director William Cavanaugh, III   For       For          Management
3     Elect Director Alan H. Cohen            For       For          Management
4     Elect Director Ngaire E. Cuneo          For       For          Management
5     Elect Director Charles R. Eitel         For       For          Management
6     Elect Director Martin C. Jischke, Ph.D. For       For          Management
7     Elect Director Dennis D. Oklak          For       For          Management
8     Elect Director Melanie R. Sabelhaus     For       For          Management
9     Elect Director Peter M. Scott, III      For       For          Management
10    Elect Director Jack R. Shaw             For       For          Management
11    Elect Director Lynn C. Thurber          For       For          Management
12    Elect Director Robert J. Woodward, Jr.  For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management


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

EASTGROUP PROPERTIES, INC.

Ticker:       EGP            Security ID:  277276101
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. Pike Aloian           For       For          Management
1.2   Elect Director H.C. Bailey, Jr.         For       For          Management
1.3   Elect Director Hayden C. Eaves, III     For       For          Management
1.4   Elect Director Fredric H. Gould         For       For          Management
1.5   Elect Director David H. Hoster, II      For       For          Management
1.6   Elect Director Mary E. McCormick        For       For          Management
1.7   Elect Director David M. Osnos           For       For          Management
1.8   Elect Director Leland R. Speed          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     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 Richard T. Schlosberg,   For       For          Management
      III
10    Elect Director Thomas C. Sutton         For       For          Management
11    Elect Director Peter J. Taylor          For       For          Management
12    Elect Director Brett White              For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Require Independent Board Chairman      Against   Against      Shareholder


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

EXXON MOBIL CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect 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 H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              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           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder
7     Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen G. Butler        For       For          Management
2     Elect Director Kimberly A. Casiano      For       For          Management
3     Elect Director Anthony F. Earley, Jr.   For       For          Management
4     Elect Director Edsel B. Ford II         For       For          Management
5     Elect Director William Clay Ford, Jr.   For       For          Management
6     Elect Director Richard A. Gephardt      For       For          Management
7     Elect Director James H. Hance, Jr.      For       For          Management
8     Elect Director William W. Helman IV     For       For          Management
9     Elect Director Irvine O. Hockaday, Jr.  For       For          Management
10    Elect Director Jon M. Huntsman, Jr.     For       For          Management
11    Elect Director Richard A. Manoogian     For       For          Management
12    Elect Director Ellen R. Marram          For       For          Management
13    Elect Director Alan Mulally             For       For          Management
14    Elect Director Homer A. Neal            For       For          Management
15    Elect Director Gerald L. Shaheen        For       For          Management
16    Elect Director John L. Thornton         For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B. M. Rankin, Jr.        For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Cody             For       For          Management
1.2   Elect Director Howard D. Elias          For       For          Management
1.3   Elect Director Arthur H. Harper         For       For          Management
1.4   Elect Director John Jeffry Louis        For       For          Management
1.5   Elect Director Marjorie Magner          For       For          Management
1.6   Elect Director Gracia C. Martore        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 Susan Ness               For       For          Management
1.10  Elect Director Neal Shapiro             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary T. Barra            For       For          Management
2     Elect Director Nicholas D. Chabraja     For       For          Management
3     Elect Director James S. Crown           For       For          Management
4     Elect Director William P. Fricks        For       For          Management
5     Elect Director Jay L. Johnson           For       For          Management
6     Elect Director James L. Jones           For       For          Management
7     Elect Director Paul G. Kaminski         For       For          Management
8     Elect Director John M. Keane            For       For          Management
9     Elect Director Lester L. Lyles          For       For          Management
10    Elect Director Phebe N. Novakovic       For       For          Management
11    Elect Director William A. Osborn        For       For          Management
12    Elect Director Robert Walmsley          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Review and Assess Human Rights Policies Against   For          Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     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           For       For          Management
      Executive Officers' Compensation
19    Amend Omnibus Stock Plan                For       For          Management
20    Approve Material Terms of Senior        For       For          Management
      Officer Performance Goals
21    Provide for Cumulative Voting           Against   Against      Shareholder
22    Phase Out Nuclear Activities            Against   Against      Shareholder
23    Require Independent Board Chairman      Against   Against      Shareholder
24    Provide Right to Act by Written Consent Against   For          Shareholder


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 26, 2011   Meeting Type: Annual
Record Date:  JUL 28, 2011

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


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     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 James J. Mulva           For       For          Management
10    Elect Director Patricia F. Russo        For       For          Management
11    Elect Director Thomas M. Schoewe        For       For          Management
12    Elect Director Carol M. Stephenson      For       For          Management
13    Elect Director Theodore M. Solso        For       For          Management
14    Elect Director Cynthia A. Telles        For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Sir Christopher Gent as        For       For          Management
      Director
4     Re-elect Sir Andrew Witty as Director   For       For          Management
5     Re-elect Sir Roy Anderson as Director   For       For          Management
6     Re-elect Dr Stephanie Burns as Director For       For          Management
7     Re-elect Stacey Cartwright as Director  For       For          Management
8     Re-elect Larry Culp as Director         For       For          Management
9     Re-elect Sir Crispin Davis as Director  For       For          Management
10    Re-elect Simon Dingemans as Director    For       For          Management
11    Re-elect Judy Lewent as Director        For       For          Management
12    Re-elect Sir Deryck Maughan as Director For       For          Management
13    Re-elect Dr Daniel Podolsky as Director For       For          Management
14    Re-elect Dr Moncef Slaoui as Director   For       For          Management
15    Re-elect Tom de Swaan as Director       For       For          Management
16    Re-elect Sir Robert Wilson as Director  For       For          Management
17    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
18    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
19    Authorise EU Political Donations and    For       For          Management
      Expenditure
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve 2012 ShareSave Plan             For       For          Management
26    Approve 2012 ShareReward Plan           For       For          Management


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

GLIMCHER REALTY TRUST

Ticker:       GRT            Security ID:  379302102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Aronowitz       For       For          Management
1.2   Elect Director Herbert Glimcher         For       For          Management
1.3   Elect Director Howard Gross             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Permit the Board of Trustees to         For       Against      Management
      Approve Amendments to the Amended
      Declaration Without Prior Shareholder
      Approval
6     Approve Current Declaration to Update   For       For          Management
      and Modernize Certain Provisions
      Relating to Corporate Governance
7     Increase Authorized Preferred and       For       Against      Management
      Common Stock


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

GREAT PLAINS ENERGY INCORPORATED

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

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


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

HEALTH CARE REIT, INC.

Ticker:       HCN            Security ID:  42217K106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director George L. Chapman        For       For          Management
3     Elect Director Daniel A. Decker         For       For          Management
4     Elect Director Thomas J. DeRosa         For       For          Management
5     Elect Director Jeffrey H. Donahue       For       For          Management
6     Elect Director Peter J. Grua            For       For          Management
7     Elect Director Fred S. Klipsch          For       For          Management
8     Elect Director Sharon M. Oster          For       For          Management
9     Elect Director Jeffrey R. Otten         For       For          Management
10    Elect Director R. Scott Trumbull        For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Anne Citrino        For       For          Management
2     Elect Director Theodore F. Craver, Jr.  For       For          Management
3     Elect Director Vicki B. Escarra         For       For          Management
4     Elect Director Gale S. Fitzgerald       For       For          Management
5     Elect Director Patrick Foley            For       For          Management
6     Elect Director Jay M. Gellert           For       For          Management
7     Elect Director Roger F. Greaves         For       For          Management
8     Elect Director Bruce G. Willison        For       For          Management
9     Elect Director Frederick C. Yeager      For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       For          Management
2     Elect Director Shumeet Banerji          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Raymond. J. Lane         For       For          Management
6     Elect Director Ann M. Livermore         For       For          Management
7     Elect Director G. M. Reiner             For       For          Management
8     Elect Director Patricia. F. Russo       For       For          Management
9     Elect Director G. Kennedy Thompson      For       Against      Management
10    Elect Director Margaret C. Whitman      For       For          Management
11    Elect Director Ralph. V. Whitworth      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Adopt Retention Ratio for Executives    Against   Against      Shareholder


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

HOME PROPERTIES, INC.

Ticker:       HME            Security ID:  437306103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen R. Blank         For       For          Management
1.2   Elect Director Alan L. Gosule           For       For          Management
1.3   Elect Director Leonard F. Helbig, III   For       For          Management
1.4   Elect Director Charles J. Koch          For       For          Management
1.5   Elect Director Thomas P. Lydon, Jr.     For       For          Management
1.6   Elect Director Edward J. Pettinella     For       For          Management
1.7   Elect Director Clifford W. Smith, Jr.   For       For          Management
1.8   Elect Director Amy L. Tait              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Judd Gregg               For       For          Management
8     Elect Director Clive R. Hollick         For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Bradley T. Sheares       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   Against      Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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

HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  404280406
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3a    Re-elect Safra Catz as Director         For       For          Management
3b    Re-elect Laura Cha as Director          For       For          Management
3c    Re-elect Marvin Cheung as Director      For       For          Management
3d    Re-elect John Coombe as Director        For       For          Management
3e    Elect Joachim Faber as Director         For       For          Management
3f    Re-elect Rona Fairhead as Director      For       For          Management
3g    Re-elect Douglas Flint as Director      For       For          Management
3h    Re-elect Alexander Flockhart as         For       For          Management
      Director
3i    Re-elect Stuart Gulliver as Director    For       For          Management
3j    Re-elect James Hughes-Hallett as        For       For          Management
      Director
3k    Re-elect William Laidlaw as Director    For       For          Management
3l    Elect John Lipsky as Director           For       For          Management
3m    Re-elect Janis Lomax as Director        For       For          Management
3n    Re-elect Iain Mackay as Director        For       For          Management
3o    Re-elect Nagavara Murthy as Director    For       For          Management
3p    Re-elect Sir Simon Robertson as         For       For          Management
      Director
3q    Re-elect John Thornton as Director      For       For          Management
4     Reappoint KPMG Audit plc as Auditors    For       For          Management
      and Authorise Their Remuneration
5     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
6     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
7     Authorise Market Purchase               For       For          Management
8     Approve Scrip Dividend Program          For       For          Management
9     Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

HUNTSMAN CORPORATION

Ticker:       HUN            Security ID:  447011107
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter R. Huntsman        For       For          Management
1.2   Elect Director Wayne A. Reaud           For       For          Management
1.3   Elect Director Alvin V. Shoemaker       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Andy D. Bryant           For       For          Management
3     Elect Director Susan L. Decker          For       For          Management
4     Elect Director John J. Donahoe          For       For          Management
5     Elect Director Reed E. Hundt            For       For          Management
6     Elect Director Paul S. Otellini         For       For          Management
7     Elect Director James D. Plummer         For       For          Management
8     Elect Director David S. Pottruck        For       For          Management
9     Elect Director Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder
18    Report on Political Contributions       Against   For          Shareholder
19    Report on Lobbying Expenses             Against   For          Shareholder


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

JOHNSON & JOHNSON

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect 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 Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       Against      Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       Against      Management
5     Elect Director James S. Crown           For       Against      Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       Against      Management
9     Elect Director Laban P. Jackson, Jr.    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           For       Against      Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   For          Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   For          Shareholder
20    Stock Retention                         Against   Against      Shareholder


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

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     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 Fabian T. Garcia         For       For          Management
7     Elect Director Mae C. Jemison, M.D.     For       For          Management
8     Elect Director James M. Jenness         For       For          Management
9     Elect Director Nancy J. Karch           For       For          Management
10    Elect Director Ian C. Read              For       For          Management
11    Elect Director Linda Johnson Rice       For       For          Management
12    Elect Director Marc J. Shapiro          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LEAR CORPORATION

Ticker:       LEA            Security ID:  521865204
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas P. Capo           For       For          Management
2     Elect Director Jonathan F. Foster       For       For          Management
3     Elect Director Conrad L. Mallett, Jr.   For       For          Management
4     Elect Director Donald L. Runkle         For       For          Management
5     Elect Director Matthew J. Simoncini     For       For          Management
6     Elect Director Gregory C. Smith         For       For          Management
7     Elect Director Henry D. G. Wallace      For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LIBERTY PROPERTY TRUST

Ticker:       LRY            Security ID:  531172104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick F. Buchholz    For       For          Management
1.2   Elect Director Thomas C. DeLoach, Jr.   For       For          Management
1.3   Elect Director Katherine Elizabeth      For       For          Management
      Dietze
1.4   Elect Director Daniel P. Garton         For       For          Management
1.5   Elect Director William P. Hankowsky     For       For          Management
1.6   Elect Director M. Leanne Lachman        For       For          Management
1.7   Elect Director David L. Lingerfelt      For       For          Management
1.8   Elect Director Stephen B. Siegel        For       For          Management
1.9   Elect Director Stephen D. Steinour      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

LIMITED BRANDS, INC.

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James L. Heskett         For       For          Management
2     Elect Director Allan R. Tessler         For       For          Management
3     Elect Director Abigail S. Wexner        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Declassify the Board of Directors       Against   For          Shareholder
9     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
10    Stock Retention/Holding Period          Against   Against      Shareholder


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Almon          For       For          Management
1.2   Elect Director Kit D. Dietz             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Declassify the Board of Directors       None      For          Shareholder
6     Report on Political Contributions       Against   For          Shareholder


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

LOWE'S COMPANIES, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director  Robert L. Johnson       For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wiseman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Report on Political Contributions       Against   For          Shareholder
6     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

LYONDELLBASELL INDUSTRIES N.V.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Robin Buchanan as Class II        For       For          Management
      Director to the Supervisory Board
1b    Elect Stephen F. Cooper as Class II     For       For          Management
      Director to the Supervisory Board
1c    Elect Robert G. Gwin as Class II        For       For          Management
      Director to the Supervisory Board
1d    Elect Marvin O. Schlanger as Class II   For       For          Management
      Director to the Supervisory Board
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
7     Approve Remuneration of Supervisory     For       For          Management
      Board
8     Approve Dividends of USD 0.25 Per Share For       For          Management
9     Approve Remuneration Report Containing  For       For          Management
      Remuneration Policy for Management
      Board Members
10    Amend Omnibus Stock Plan                For       For          Management
11    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen F. Bollenbach    For       For          Management
2     Elect Director Deirdre P. Connelly      For       For          Management
3     Elect Director Meyer Feldberg           For       For          Management
4     Elect Director Sara Levinson            For       For          Management
5     Elect Director Terry J. Lundgren        For       For          Management
6     Elect Director Joseph Neubauer          For       For          Management
7     Elect Director Joyce M. Roche           For       For          Management
8     Elect Director Paul C. Varga            For       For          Management
9     Elect Director Craig E. Weatherup       For       For          Management
10    Elect Director Marna C. Whittington     For       For          Management
11    Ratify Auditors                         For       For          Management
12    Approve Executive Incentive Bonus Plan  For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Phase Out Sale of Raccoon Dog Fur       Against   Against      Shareholder
      Products


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

MARATHON OIL CORPORATION

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gregory H. Boyce         For       For          Management
2     Elect Director Pierre Brondeau          For       For          Management
3     Elect Director Clarence P. Cazalot, Jr. For       For          Management
4     Elect Director Linda Z. Cook            For       For          Management
5     Elect Director Shirley Ann Jackson      For       For          Management
6     Elect Director Philip Lader             For       For          Management
7     Elect Director Michael E. J. Phelps     For       For          Management
8     Elect Director Dennis H. Reilley        For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Omnibus Stock Plan              For       For          Management


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

MARATHON PETROLEUM CORPORATION

Ticker:       MPC            Security ID:  56585A102
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Daberko         For       For          Management
1.2   Elect Director Donna A. James           For       For          Management
1.3   Elect Director Charles R. Lee           For       For          Management
1.4   Elect Director Seth E. Schofield        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MCDONALD'S CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. Mckenna        For       For          Management
5     Elect Director Donald Thompson          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Declassify the Board of Directors       For       For          Management
9     Provide Right to Call Special Meeting   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Policy Responses to           Against   For          Shareholder
      Children's Health Concerns and Fast
      Food


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     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 Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
17    Report on Charitable and Political      Against   For          Shareholder
      Contributions


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven R. Appleton       For       For          Management
2     Elect Director Robert L. Bailey         For       For          Management
3     Elect Director Patrick J. Byrne         For       For          Management
4     Elect Director Mercedes Johnson         For       For          Management
5     Elect Director Lawrence N. Mondry       For       For          Management
6     Elect Director Robert E. Switz          For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MICROSOFT CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

MID-AMERICA APARTMENT COMMUNITIES, INC.

Ticker:       MAA            Security ID:  59522J103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     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 Gary Shorb               For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ewald Kist               For       For          Management
2     Elect Director Henry A. McKinnell, Jr.  For       For          Management
      , Ph.D.
3     Elect Director John K. Wulff            For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder


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

MORGAN STANLEY

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roy J. Bostock           For       For          Management
2     Elect Director Erskine B. Bowles        For       For          Management
3     Elect Director Howard J. Davies         For       For          Management
4     Elect Director James P. Gorman          For       For          Management
5     Elect Director C. Robert Kidder         For       For          Management
6     Elect Director Klaus Kleinfeld          For       For          Management
7     Elect Director Donald T. Nicolaisen     For       For          Management
8     Elect Director Hutham S. Olayan         For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director O. Griffith Sexton       For       For          Management
11    Elect Director Ryosuke Tamakoshi        For       For          Management
12    Elect Director Masaaki Tanaka           For       For          Management
13    Elect Director Laura D. Tyson           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
17    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MOTOROLA SOLUTIONS, INC.

Ticker:       MSI            Security ID:  620076307
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gregory Q. Brown         For       For          Management
2     Elect Director William J. Bratton       For       For          Management
3     Elect Director Kenneth C. Dahlberg      For       For          Management
4     Elect Director David W. Dorman          For       For          Management
5     Elect Director Michael V. Hayden        For       For          Management
6     Elect Director Judy C. Lewent           For       For          Management
7     Elect Director Samuel C. Scott, III     For       For          Management
8     Elect Director John A. White            For       For          Management
9     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management
11    Encourage Suppliers to Produce          Against   Against      Shareholder
      Sustainability Reports
12    Stock Retention/Holding Period          Against   Against      Shareholder


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

NATIONWIDE HEALTH PROPERTIES, INC.

Ticker:       NHP            Security ID:  638620104
Meeting Date: JUL 01, 2011   Meeting Type: Special
Record Date:  MAY 13, 2011

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


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Maureen E. Clancy        For       For          Management
1.2   Elect Director Hanif Dahya              For       For          Management
1.3   Elect Director Joseph R. Ficalora       For       For          Management
1.4   Elect Director James J. O'Donovan       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

NORFOLK SOUTHERN CORPORATION

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gerald L. Baliles        For       For          Management
2     Elect Director Erskine B. Bowles        For       For          Management
3     Elect Director Robert A. Bradway        For       For          Management
4     Elect Director Wesley G. Bush           For       For          Management
5     Elect Director Daniel A. Carp           For       For          Management
6     Elect Director Karen N. Horn            For       For          Management
7     Elect Director Steven F. Leer           For       For          Management
8     Elect Director Michael D. Lockhart      For       For          Management
9     Elect Director Charles W. Moorman, IV   For       For          Management
10    Elect Director J. Paul Reason           For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     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 A. 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 Gary Roughead            For       For          Management
12    Elect Director Thomas M. Schoewe        For       For          Management
13    Elect Director Kevin W. Sharer          For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management
16    Amend Certificate of Incorporation of   For       For          Management
      Titan II, Inc.
17    Provide Right to Act by Written Consent For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder


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

NV ENERGY, INC.

Ticker:       NVE            Security ID:  67073Y106
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joseph B. Anderson, Jr.  For       For          Management
2     Elect Director Glenn C. Christenson     For       For          Management
3     Elect Director Susan F. Clark           For       For          Management
4     Elect Director Stephen E. Frank         For       For          Management
5     Elect Director Brian J. Kennedy         For       For          Management
6     Elect Director Maureen T. Mullarkey     For       For          Management
7     Elect Director John F. O'Reilly         For       For          Management
8     Elect Director Philip G. Satre          For       For          Management
9     Elect Director Donald D. Snyder         For       For          Management
10    Elect Director Michael W. Yackira       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
13    Ratify Auditors                         For       For          Management


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

ORACLE CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           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    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish Political Contributions         Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
20    Non-Employee Director Compensation      Against   Against      Shareholder


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Bunch         For       For          Management
1.2   Elect Director Robert Ripp              For       For          Management
1.3   Elect Director Thomas J. Usher          For       For          Management
1.4   Elect Director David R. Whitwam         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Albert R. Gamper, Jr.    For       For          Management
2     Elect Director Conrad K. Harper         For       For          Management
3     Elect Director William V. Hickey        For       For          Management
4     Elect Director Ralph Izzo               For       For          Management
5     Elect Director Shirley Ann Jackson      For       For          Management
6     Elect Director David Lilley             For       For          Management
7     Elect Director Thomas A. Renyi          For       For          Management
8     Elect Director Hak Cheol Shin           For       For          Management
9     Elect Director Richard J. Swift         For       For          Management
10    Elect Director Susan Tomasky            For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

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


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

REGENCY CENTERS CORPORATION

Ticker:       REG            Security ID:  758849103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin E. Stein, Jr.     For       For          Management
1.2   Elect Director Raymond L. Bank          For       For          Management
1.3   Elect Director C. Ronald Blankenship    For       For          Management
1.4   Elect Director A.R. Carpenter           For       For          Management
1.5   Elect Director J. Dix Druce, Jr.        For       For          Management
1.6   Elect Director Mary Lou Fiala           For       For          Management
1.7   Elect Director Bruce M. Johnson         For       For          Management
1.8   Elect Director Douglas S. Luke          For       For          Management
1.9   Elect Director David P. O'Connor        For       For          Management
1.10  Elect Director John C. Schweitzer       For       For          Management
1.11  Elect Director Brian M. Smith           For       For          Management
1.12  Elect Director Thomas G. Wattles        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John P. Daly             For       For          Management
1.2   Elect Director Holly K. Koeppel         For       For          Management
1.3   Elect Director H.G.L. (Hugo) Powell     For       For          Management
1.4   Elect Director Richard E. Thornburgh    For       For          Management
1.5   Elect Director Thomas C. Wajnert        For       For          Management
1.6   Elect Director H. Richard Kahler        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Ratify Auditors                         For       For          Management
5     Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  780259206
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

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


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Boeckmann        For       For          Management
2     Elect Director James G. Brocksmith, Jr. For       For          Management
3     Elect Director Donald E. Felsinger      For       For          Management
4     Elect Director Wilford D. Godbold, Jr.  For       For          Management
5     Elect Director William D. Jones         For       For          Management
6     Elect Director William G. Ouchi         For       For          Management
7     Elect Director Debra L. Reed            For       For          Management
8     Elect Director Carlos Ruiz              For       For          Management
9     Elect Director William C. Rusnack       For       For          Management
10    Elect Director William P. Rutledge      For       For          Management
11    Elect Director Lynn Schenk              For       For          Management
12    Elect Director Luis M. Tellez           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Melvyn E. Bergstein      For       For          Management
2     Elect Director Larry C. Glasscock       For       For          Management
3     Elect Director Karen N. Horn            For       For          Management
4     Elect Director Allan Hubbard            For       For          Management
5     Elect Director Reuben S. Leibowitz      For       For          Management
6     Elect Director Daniel C. Smith          For       For          Management
7     Elect Director J. Albert Smith, Jr.     For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management


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

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: SEP 21, 2011   Meeting Type: Annual
Record Date:  JUL 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Margaret G. Lewis        For       For          Management
2     Elect Director David C. Nelson          For       For          Management
3     Elect Director Frank S. Royal           For       For          Management
4     Elect Director Richard T. Crowder       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Declassify the Board of Directors       Against   For          Shareholder


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     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 William A. Jeffrey as Director  For       For          Management
4     Reelect Thomas Lynch as Director        For       For          Management
5     Reelect Yong Nam as Director            For       For          Management
6     Reelect Daniel Phelan as Director       For       For          Management
7     Reelect Frederic Poses as Director      For       For          Management
8     Reelect Lawrence Smith as Director      For       For          Management
9     Reelect Paula Sneed as Director         For       For          Management
10    Reelect David Steiner as Director       For       For          Management
11    Reelect John Van Scoter as Director     For       For          Management
12    Accept Annual Report for Fiscal         For       For          Management
      2010/2011
13    Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2011/2012
14    Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2011/2012
15    Approve Discharge of Board and Senior   For       For          Management
      Management
16    Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2011/2012
17    Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2011/2012
18    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2011/2012
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
20    Amend Omnibus Stock Plan                For       For          Management
21    Approve  Reduction in Share Capital     For       For          Management
22    Authorize Share Repurchase Program      For       Against      Management
23    Approve Ordinary Cash Dividend          For       For          Management
24    Approve Reallocation of Free Reserves   For       For          Management
      to Legal Reserves
25    Adjourn Meeting                         For       Against      Management


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

TEEKAY CORP.

Ticker:       TK             Security ID:  Y8564W103
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ian D. Blackburne as Director     For       For          Management
1.2   Elect William B. Berry as Director      For       For          Management
1.3   Elect C. Sean Day as Director           For       For          Management
2     Transact Other Business (Voting)        For       Against      Management


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Robert D. Beyer          For       For          Management
3     Elect Director W. James Farrell         For       For          Management
4     Elect Director Jack M. Greenberg        For       For          Management
5     Elect Director Ronald T. LeMay          For       For          Management
6     Elect Director Andrea Redmond           For       For          Management
7     Elect Director H. John Riley, Jr.       For       For          Management
8     Elect Director John W. Rowe             For       For          Management
9     Elect Director Joshua I. Smith          For       For          Management
10    Elect Director Judith A. Sprieser       For       For          Management
11    Elect Director Mary Alice Taylor        For       For          Management
12    Elect Director Thomas J. Wilson         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Ratify Auditors                         For       For          Management
17    Report on Political Contributions       Against   For          Shareholder


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

THE CHUBB CORPORATION

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zoe Baird Budinger       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    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     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 John B. Hess             For       For          Management
6     Elect Director Andrew N. Liveris        For       For          Management
7     Elect Director Paul Polman              For       For          Management
8     Elect Director Dennis H. Reilley        For       For          Management
9     Elect Director James M. Ringler         For       For          Management
10    Elect Director Ruth G. Shaw             For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Require Independent Board Chairman      Against   Against      Shareholder


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

THE HOME DEPOT, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect 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           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
15    Prepare Employment Diversity Report     Against   For          Shareholder
16    Amend Right to Act by Written Consent   Against   For          Shareholder
17    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Adopt Storm Water Run-off Management    Against   Against      Shareholder
      Policy


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

THE KROGER CO.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     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    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Ratify Auditors                         For       For          Management
17    Adopt ILO Based Code of Conduct         Against   For          Shareholder
18    Report on Adopting Extended Producer    Against   For          Shareholder
      Responsibility Policy


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

THE MCGRAW-HILL COMPANIES, INC.

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Pedro Aspe               For       For          Management
2     Elect Director Winfried Bischoff        For       For          Management
3     Elect Director William D. Green         For       For          Management
4     Elect Director Linda Koch Lorimer       For       For          Management
5     Elect Director Harold McGraw, III       For       For          Management
6     Elect Director Robert P. McGraw         For       For          Management
7     Elect Director Hilda Ochoa-Brillembourg For       For          Management
8     Elect Director Michael Rake             For       For          Management
9     Elect Director Edward B. Rust, Jr.      For       For          Management
10    Elect Director Kurt L. Schmoke          For       For          Management
11    Elect Director Sidney Taurel            For       For          Management
12    Elect Director Richard E. Thornburgh    For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Provide Right to Act by Written Consent Against   For          Shareholder


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  JAN 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard O. Berndt        For       For          Management
2     Elect Director Charles E. Bunch         For       For          Management
3     Elect Director Paul W. Chellgren        For       For          Management
4     Elect Director Kay Coles James          For       For          Management
5     Elect Director Richard B. Kelson        For       For          Management
6     Elect Director Bruce C. Lindsay         For       For          Management
7     Elect Director Anthony A. Massaro       For       For          Management
8     Elect Director Jane G. Pepper           For       For          Management
9     Elect Director James E. Rohr            For       For          Management
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Lorene K. Steffes        For       For          Management
12    Elect Director Dennis F. Strigl         For       For          Management
13    Elect Director Thomas J. Usher          For       For          Management
14    Elect Director George H. Walls, Jr.     For       For          Management
15    Elect Director Helge H. Wehmeier        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Susan Desmond-Hellmann   For       For          Management
5     Elect Director Robert A. McDonald       For       For          Management
6     Elect Director W. James McNerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     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 William J. Kane          For       For          Management
10    Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
11    Elect Director Donald J. Shepard        For       For          Management
12    Elect Director Laurie J. Thomsen        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Political Contributions       Against   For          Shareholder


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     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 Executive Incentive Bonus Plan  For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Provide Right to Call Special Meeting   Against   For          Shareholder


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

TRANSOCEAN LTD.

Ticker:       RIGN           Security ID:  H8817H100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Appropriation of the Available          For       For          Management
      Earnings for Fiscal Year 2011
3a    Elect Glyn Barker as Director           For       For          Management
3b    Elect Vanessa C.L. Chang  as Director   For       For          Management
3c    Elect Chad Deaton as Director           For       For          Management
3d    Reelect Edward R. Muller as Director    For       For          Management
3e    Reelect Tan Ek Kia as Director          For       For          Management
4     Appointment Of Ernst & Young LLP as     For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal Year 2012
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRW AUTOMOTIVE HOLDINGS CORP.

Ticker:       TRW            Security ID:  87264S106
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Albaugh         For       Withhold     Management
1.2   Elect Director Robert L. Friedman       For       For          Management
1.3   Elect Director J. Michael Losh          For       For          Management
1.4   Elect Director David S. Taylor          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  H89128104
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal 2010/2011
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3.1   Elect Edward D. Breen as Director       For       For          Management
3.2   Elect Michael Daniels as Director       For       For          Management
3.3   Reelect Timothy Donahue as Director     For       For          Management
3.4   Reelect Brian Duperreault as Director   For       For          Management
3.5   Reelect Bruce Gordon as Director        For       For          Management
3.6   Reelect Rajiv L. Gupta as Director      For       For          Management
3.7   Reelect John Krol as Director           For       For          Management
3.8   Reelect Brendan O'Neill as Director     For       For          Management
3.9   Reelect Dinesh Paliwal as Director      For       For          Management
3.10  Reelect William Stavropoulos as         For       For          Management
      Director
3.11  Reelect Sandra Wijnberg as Director     For       For          Management
3.12  Reelect R. David Yost as Director       For       For          Management
4a    Ratify Deloitte AG as Auditors          For       For          Management
4b    Appoint Deloitte & Touche LLP as        For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2011/2012
4c    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
5a    Approve Allocation of Income            For       For          Management
5b    Approve Consolidated Reserves           For       For          Management
5c    Approve Ordinary Cash Dividend          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Articles of Association           For       For          Management
      Regarding Book Entry Securities and
      Transfer of Registered Seat


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

TYSON FOODS, INC.

Ticker:       TSN            Security ID:  902494103
Meeting Date: FEB 03, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Tyson               For       For          Management
1.2   Elect Director Kathleen M. Bader        For       For          Management
1.3   Elect Director Gaurdie E. Banister, Jr. For       For          Management
1.4   Elect Director Jim Kever                For       For          Management
1.5   Elect Director Kevin M. McNamara        For       For          Management
1.6   Elect Director Brad T. Sauer            For       For          Management
1.7   Elect Director Robert Thurber           For       For          Management
1.8   Elect Director Barbara A. Tyson         For       For          Management
1.9   Elect Director Albert C. Zapanta        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

UGI CORPORATION

Ticker:       UGI            Security ID:  902681105
Meeting Date: JAN 19, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen D. Ban           For       For          Management
1.2   Elect Director Lon R. Greenberg         For       For          Management
1.3   Elect Director Marvin O. Schlanger      For       For          Management
1.4   Elect Director Anne Pol                 For       For          Management
1.5   Elect Director Earnest E. Jones         For       For          Management
1.6   Elect Director John L. Walsh            For       For          Management
1.7   Elect Director Robert B. Vincent        For       For          Management
1.8   Elect Director M. Shawn Puccio          For       For          Management
1.9   Elect Director Richard W. Gochnauer     For       For          Management
1.10  Elect Director Frank S. Hermance        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

UNION PACIFIC CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew H. Card, Jr.      For       For          Management
2     Elect Director Erroll B. Davis, Jr.     For       For          Management
3     Elect Director Thomas J. Donohue        For       For          Management
4     Elect Director Archie W. Dunham         For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Charles C. Krulak        For       For          Management
7     Elect Director Michael R. McCarthy      For       For          Management
8     Elect Director Michael W. McConnell     For       For          Management
9     Elect Director Thomas F. McLarty, III   For       For          Management
10    Elect Director Steven R. Rogel          For       For          Management
11    Elect Director Jose H. Villarreal       For       For          Management
12    Elect Director James R. Young           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Stock Retention                         Against   Against      Shareholder


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

UNITEDHEALTH GROUP INCORPORATED

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect 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           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: JUL 01, 2011   Meeting Type: Special
Record Date:  MAY 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director Melanie L. Healey        For       For          Management
3     Elect Director M. Frances Keeth         For       For          Management
4     Elect Director Robert W. Lane           For       For          Management
5     Elect Director Lowell C. McAdam         For       For          Management
6     Elect Director Sandra O. Moose          For       For          Management
7     Elect Director Joseph Neubauer          For       For          Management
8     Elect Director Donald T. Nicolaisen     For       For          Management
9     Elect Director Clarence Otis, Jr.       For       For          Management
10    Elect Director Hugh B. Price            For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Disclose Prior Government Service       Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Commit to Wireless Network Neutrality   Against   Against      Shareholder


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

WEINGARTEN REALTY INVESTORS

Ticker:       WRI            Security ID:  948741103
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew M. Alexander      For       For          Management
1.2   Elect Director Stanford 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           For       For          Management
      Executive Officers' Compensation


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lenox D. Baker, Jr.      For       For          Management
2     Elect Director Susan B. Bayh            For       For          Management
3     Elect Director Julie A. Hill            For       For          Management
4     Elect Director Ramiro G. Peru           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Report on Political Contributions       Against   For          Shareholder


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

WELLS FARGO & COMPANY

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       For          Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Adopt Proxy Access Right                Against   Against      Shareholder
21    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, 2012



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




                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A and any other filings of:

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Growth Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Thematic Growth Fund, Inc.
-AllianceBernstein Greater China '97 Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Income Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Small/Mid-Cap Growth Fund, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

                                  /s/ Robert M. Keith
                                  --------------------------------
                                      Robert M. Keith


Dated: August 2, 2011