UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-06367

                        Gabelli Equity Series Funds, Inc.
               (Exact name of registrant as specified in charter)

                              One Corporate Center
                            Rye, New York 10580-1422
               (Address of principal executive offices) (Zip code)

                                 Bruce N. Alpert
                               Gabelli Funds, LLC
                              One Corporate Center
                            Rye, New York 10580-1422
                     (Name and address of agent for service)

        Registrant's telephone number, including area code: 800-422-3554

                      Date of fiscal year end: September 30

             Date of reporting period: July 1, 2008 - June 30, 2009

Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.



                               PROXY VOTING RECORD

                    FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009


ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 1


                            INVESTMENT COMPANY REPORT

THE E.W. SCRIPPS COMPANY

SECURITY        811054204           MEETING TYPE   Special
TICKER SYMBOL   SSP                 MEETING DATE   15-Jul-2008
ISIN            US8110542045        AGENDA         932928611 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE THE AMENDMENT TO THE COMPANY'S                  Management   For          For
        AMENDED AND RESTATED ARTICLES OF INCORPORATION
        TO EFFECT THE 1-FOR-3 REVERSE SHARE SPLIT AND
        CORRESPONDING REDUCTION IN STATED CAPITAL.


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BRITISH TELECOMMUNICATIONS P L C

SECURITY        G16612106           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   BT.L                MEETING DATE   16-Jul-2008
ISIN            GB0030913577        AGENDA         701606723 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Approve the report and accounts                            Management   For          For
2.      Approve the remuneration report                            Management   For          For
3.      Approve the final dividend                                 Management   For          For
4.      Re-elect Mr. Hanif Lalani as a Director                    Management   For          For
5.      Re-elect Mr. Carl Symon as a Director                      Management   For          For
6.      Elect Sir. Michael Rake as a Director                      Management   For          For
7.      Elect Mr. Gavin Patterson as a Director                    Management   For          For
8.      Elect Mr. J. Eric Daniels as a Director                    Management   For          For
9.      Elect Mr. Rt. Hon Patricia Hewitt MP as a Director         Management   For          For
10.     Re-appoint the Auditors                                    Management   For          For
11.     Approve the remuneration of the Auditors                   Management   For          For
12.     Authorize to allot shares                                  Management   For          For
S.13    Authorize to allot shares for cash                         Management   For          For
S.14    Authorize to purchase own shares                           Management   For          For
15.     Authorize the political donation                           Management   For          For


- --------------------------------------------------------------------------------
BT GROUP PLC

SECURITY        05577E101           MEETING TYPE   Annual
TICKER SYMBOL   BT                  MEETING DATE   16-Jul-2008
ISIN            US05577E1010        AGENDA         932927253 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      REPORTS AND ACCOUNTS                                       Management   For          For
02      REMUNERATION REPORT                                        Management   For          For
03      FINAL DIVIDEND                                             Management   For          For
04      RE-ELECT HANIF LALANI                                      Management   For          For
05      RE-ELECT CARL SYMON                                        Management   For          For
06      ELECT SIR MICHAEL RAKE                                     Management   For          For
07      ELECT GAVIN PATTERSON                                      Management   For          For
08      ELECT J ERIC DANIELS                                       Management   For          For
09      ELECT RT HON PATRICIA HEWITT MP                            Management   For          For
10      REAPPOINTMENT OF AUDITORS                                  Management   For          For
11      REMUNERATION OF AUDITORS                                   Management   For          For
12      AUTHORITY TO ALLOT SHARES                                  Management   For          For
S13     AUTHORITY TO ALLOT SHARES FOR CASH                         Management   For          For
S14     AUTHORITY TO PURCHASE OWN SHARES                           Management   For          For
15      AUTHORITY FOR POLITICAL DONATIONS                          Management   For          For


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CONSTELLATION BRANDS, INC.

SECURITY        21036P108           MEETING TYPE   Annual
TICKER SYMBOL   STZ                 MEETING DATE   17-Jul-2008
ISIN            US21036P1084        AGENDA         932924423 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BARRY A. FROMBERG                                                  For          For
        2    JEANANNE K. HAUSWALD                                               For          For
        3    JAMES A. LOCKE III                                                 For          For
        4    THOMAS C. MCDERMOTT                                                For          For
        5    PETER M. PEREZ                                                     For          For
        6    RICHARD SANDS                                                      For          For
        7    ROBERT SANDS                                                       For          For
        8    PAUL L. SMITH                                                      For          For
        9    PETER H. SODERBERG                                                 For          For
        10   MARK ZUPAN                                                         For          For
02      PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS            Management   For          For
        THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        FEBRUARY 28, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 2


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MODINE MANUFACTURING COMPANY

SECURITY        607828100           MEETING TYPE   Annual
TICKER SYMBOL   MOD                 MEETING DATE   17-Jul-2008
ISIN            US6078281002        AGENDA         932927114 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    FRANK P. INCROPERA                                                 For          For
        2    VINCENT L. MARTIN                                                  For          For
        3    BRADLEY C. RICHARDSON                                              For          For
        4    MARSHA C. WILLIAMS                                                 For          For
02      APPROVE THE MODINE MANUFACTURING COMPANY 2008              Management   Against      Against
        INCENTIVE COMPENSATION PLAN.
03      RATIFY THE APPOINTMENT OF                                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM.
04      ACT UPON A SHAREHOLDER PROPOSAL REQUESTING                 Management   For          Against
        ADOPTION OF A MAJORITY VOTING STANDARD FOR THE
        ELECTION OF DIRECTORS.


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THE GREAT ATLANTIC & PACIFIC TEA CO INC.

SECURITY        390064103           MEETING TYPE   Annual
TICKER SYMBOL   GAP                 MEETING DATE   17-Jul-2008
ISIN            US3900641032        AGENDA         932928039 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    J.D. BARLINE                                                       For          For
        2    J.J. BOECKEL                                                       For          For
        3    B. GAUNT                                                           For          For
        4    A. GULDIN                                                          For          For
        5    C.W.E. HAUB                                                        For          For
        6    D. KOURKOUMELIS                                                    For          For
        7    E. LEWIS                                                           For          For
        8    G. MAYS                                                            For          For
        9    M.B. TART-BEZER                                                    For          For


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CABLE & WIRELESS PLC

SECURITY        G17416127           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   CW.L                MEETING DATE   18-Jul-2008
ISIN            GB0001625572        AGENDA         701646424 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Receive the Group accounts for the FYE 31 MAR 2008 and     Management   For          For
        the reports of the Directors and the Auditor thereon
2.      Approve the Director's remuneration report for the YE 31   Management   For          For
        MAR 2008 as contained within the annual report
3.      Declare a final dividend for the YE 31 MAR 2008            Management   For          For
4.      Re-elect Mr. Richard Lapthorne as a Director               Management   For          For
5.      Re-elect Mr. George Battersby as a Director                Management   For          For
6.      Re-elect Ms. Kate Nealon as a Director                     Management   For          For
7.      Re-elect Mr. Tony Rice as a Director                       Management   For          For
8.      Re-elect Ms. Agnes Touraine as a Director                  Management   For          For
9.      Re-appoint KPMG Audit Plc as the Auditor of the Company    Management   For          For
10.     Authorize the Directors to set the Auditor's remuneration  Management   For          For
11.     Authoirze the Directors to allot relevant securities in    Management   For          For
        accordance with Article 10 of the Article 10 of the
        Company's Articles of Association shall apply until 17
        OCT 2009, and for that period the Section 80 amount shall
        be GBP 207,654,721; all previous authorities under
        Article 10(B) are revoked, subject to Article 10(D)
S.12    Authorize the Directors, to allot equity securities for    Management   For          For
        cash in accordance with Article 10 of the Company's
        Article of Association shall apply until 17 OCT 2009, and
        for that period the Section 89 amount shall be GBP
        31,791,031; all previous authorities under Article 10(C)
        aare revoked, subject to Article 10(D)
13.     Authorize the Directors to exercise the power contained    Management   For          For
        in Article 132 of the Articles of Association of the
        Company to extent determined by the Directors, the
        holders of ordinary shares be permitted to elect to
        receive new ordinary shares in the capital of the Company
        credited as fully paid, instead of all or part of any
        dividend decalred or paid on ordinary shares of the
        Company (b) to capitalise the appropriate nominal amount
        of additional ordinary shares falling to be allotted
        pursuant to elections made as aforesaid out of the amount
        standing to the credit of the reserves of the Company, to
        apply such sum in paying up such ordinary shares and to
        allot such ordinary shares to memebers of the Company
        validly making such election [Authority expires at the
        date of passing of this resolution or earlier of 17 JUL
        2013 and the AGM in 2013]
S.14    Amend the Articles of Association of the Company in        Management   For          For
        substitution for and to the exclusion of the existing
        Articles of Association produced to the meeting
        initialled by the Chairman of the meeting for the purpose
        of identification
S.15    Authorize the Company, to make market purchases [Section   Management   For          For
        163(3) of the Companies Act 1985] of up to 249 million
        ordinary shares of 25p each in the capital of the
        Company, at a minimum price of 25p and not more than 5%
        over the average middle market value for such shares
        derived from the London Stock Exchange Daily Official
        List, for the 5 business days preceding the date of
        purchase; and the price stipulated by Article 5(1) of the
        buyback and Stabilisation Regulations [EC No. 2273/2003];
        [Authority expires the earlier of the conclusion of the
        AGM of the Company in 2009 or 17 OCT 2009]; the Company,
        before the expiry, may make a contract to purchase
        ordinary shares which will or may be executed wholly or
        partly after such expiry
16.     Authorize the Company and all Company which is or becomes  Management   For          For
        a subsidiary of the Company during the period to which
        this resolution, in accordance to make a) political
        donations to political parties or independent election
        candidates not exceeding GBP 100,000 in total b)
        political donations to political organization other than
        political parties not exceeding GBP 100,000 in total and
        c) to incur political expenditure not exceeding GBP
        100,000 in total; [Authority expires at the date of
        passing of this resolution or earlier of 17 JUL 2012 and
        the AGM in 2012] and referred to in resolution (a), (b),
        (c) may be comprised of one or more amounts in different
        currencies shall be converted into pounds sterling at the
        exchange rate published in the London edition of the
        financial times on the day on which relevant donations is
        made or expenditure incurred or, if earlier, on the day
        on which the Company enters into any contract or
        undertaking relating to the same




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 3


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CONSTELLATION ENERGY GROUP, INC.

SECURITY        210371100           MEETING TYPE   Annual
TICKER SYMBOL   CEG                 MEETING DATE   18-Jul-2008
ISIN            US2103711006        AGENDA         932898921 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      THE ELECTION OF YVES C. DE BALMANN AS A DIRECTOR           Management   For          For
        FOR A TERM TO EXPIRE IN 2009
1B      THE ELECTION OF DOUGLAS L. BECKER AS A DIRECTOR            Management   For          For
        FOR A TERM TO EXPIRE IN 2009
1C      THE ELECTION OF ANN C. BERZIN AS A DIRECTOR FOR A          Management   For          For
        TERM TO EXPIRE IN 2009
1D      THE ELECTION OF JAMES T. BRADY AS A DIRECTOR FOR A         Management   For          For
        TERM TO EXPIRE IN 2009
1E      THE ELECTION OF EDWARD A. CROOKE AS A DIRECTOR             Management   For          For
        FOR A TERM TO EXPIRE IN 2009
1F      THE ELECTION OF JAMES R. CURTISS AS A DIRECTOR FOR         Management   For          For
        A TERM TO EXPIRE IN 2009
1G      THE ELECTION OF FREEMAN A. HRABOWSKI, III AS A             Management   For          For
        DIRECTOR FOR A TERM TO EXPIRE IN 2009
1H      THE ELECTION OF NANCY LAMPTON AS A DIRECTOR FOR A          Management   For          For
        TERM TO EXPIRE IN 2009
1I      THE ELECTION OF ROBERT J. LAWLESS AS A DIRECTOR            Management   For          For
        FOR A TERM TO EXPIRE IN 2009
1J      THE ELECTION OF LYNN M. MARTIN AS A DIRECTOR FOR A         Management   For          For
        TERM TO EXPIRE IN 2009
1K      THE ELECTION OF MAYO A. SHATTUCK III AS A DIRECTOR         Management   For          For
        FOR A TERM TO EXPIRE IN 2009
1L      THE ELECTION OF JOHN L. SKOLDS AS A DIRECTOR FOR A         Management   For          For
        TERM TO EXPIRE IN 2009
1M      THE ELECTION OF MICHAEL D. SULLIVAN AS A DIRECTOR          Management   For          For
        FOR A TERM TO EXPIRE IN 2009
02      RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS              Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2008.
03      APPROVAL OF A CHARTER AMENDMENT TO INCREASE THE            Management   For          For
        NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.


- --------------------------------------------------------------------------------
LEGG MASON, INC.

SECURITY        524901105           MEETING TYPE   Annual
TICKER SYMBOL   LM                  MEETING DATE   22-Jul-2008
ISIN            US5249011058        AGENDA         932930642 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DENNIS R. BERESFORD*                                               For          For
        2    W. ALLEN REED*                                                     For          For
        3    ROGER W. SCHIPKE*                                                  For          For
        4    NICHOLAS J. ST. GEORGE*                                            For          For
        5    MARK R. FETTING**                                                  For          For
        6    SCOTT C. NUTTALL***                                                For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM.
03      STOCKHOLDER PROPOSAL RELATING TO AN                        Shareholder  Against      For
        INDEPENDENT DIRECTOR SERVING AS THE CHAIRMAN OF
        THE BOARD.
04      STOCKHOLDER PROPOSAL RELATING TO AN ADVISORY               Shareholder  Against      For
        VOTE ON EXECUTIVE COMPENSATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 4


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BROWN-FORMAN CORPORATION

SECURITY        115637100           MEETING TYPE   Annual
TICKER SYMBOL   BFA                 MEETING DATE   24-Jul-2008
ISIN            US1156371007        AGENDA         932933131 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    P. BOUSQUET-CHAVANNE                                               For          For
        2    BARRY D. BRAMLEY                                                   For          For
        3    GEO. GARVIN BROWN IV                                               For          For
        4    MARTIN S. BROWN, JR.                                               For          For
        5    DONALD G. CALDER                                                   For          For
        6    SANDRA A. FRAZIER                                                  For          For
        7    RICHARD P. MAYER                                                   For          For
        8    WILLIAM E. MITCHELL                                                For          For
        9    MATTHEW R. SIMMONS                                                 For          For
        10   WILLIAM M. STREET                                                  For          For
        11   DACE BROWN STUBBS                                                  For          For
        12   PAUL C. VARGA                                                      For          For
        13   JAMES S. WELCH, JR.                                                For          For


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SAFECO CORPORATION

SECURITY        786429100           MEETING TYPE   Annual
TICKER SYMBOL   SAF                 MEETING DATE   29-Jul-2008
ISIN            US7864291007        AGENDA         932932103 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE AGREEMENT AND PLAN OF MERGER,              Management   For          For
        DATED AS OF APRIL 23, 2008, BY AND AMONG LIBERTY
        MUTUAL INSURANCE COMPANY, BIG APPLE MERGER
        CORPORATION AND SAFECO CORPORATION.
02      DIRECTOR                                                   Management
        1    JOSEPH W. BROWN                                                    For          For
        2    KERRY KILLINGER                                                    For          For
        3    GARY F. LOCKE                                                      For          For
        4    CHARLES R. RINEHART                                                For          For
        5    GERARDO I. LOPEZ                                                   For          For
03      RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS             Management   For          For
        SAFECO'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2008.
04      ADJOURN OR POSTPONE THE ANNUAL MEETING, IF                 Management   For          For
        NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
        PROXIES APPROVING THE MERGER AGREEMENT.


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PETROCHINA COMPANY LIMITED

SECURITY        71646E100           MEETING TYPE   Special
TICKER SYMBOL   PTR                 MEETING DATE   31-Jul-2008
ISIN            US71646E1001        AGENDA         932932519 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
S1      TO REVIEW AND APPROVE THE RESOLUTION REGARDING             Management   For
        THE ISSUE OF DOMESTIC CORPORATE BONDS IN
        PRINCIPAL AMOUNT NOT EXCEEDING RMB60 BILLION
        WITHIN 24 MONTHS AFTER THE DATE OF SUCH
        RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL
        MEETING OF THE COMPANY AND TO AUTHORISE THE
        BOARD OF DIRECTORS TO DEAL WITH ALL MATTERS IN
        CONNECTION WITH THE ISSUE OF DOMESTIC CORPORATE
        BONDS.


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ELECTRONIC DATA SYSTEMS CORPORATION

SECURITY        285661104           MEETING TYPE   Special
TICKER SYMBOL   EDS                 MEETING DATE   31-Jul-2008
ISIN            US2856611049        AGENDA         932932521 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF                Management   For          For
        MERGER, DATED AS OF MAY 13, 2008, AMONG ELECTRONIC
        DATA SYSTEMS CORPORATION, HEWLETT-PACKARD
        COMPANY AND HAWK MERGER CORPORATION, AS IT MAY
        BE AMENDED FROM TIME TO TIME.
02      PROPOSAL TO APPROVE THE ADJOURNMENT OR                     Management   For          For
        POSTPONEMENT OF THE SPECIAL MEETING TO A LATER
        DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
        SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
        INSUFFICIENT VOTES AT THE TIME OF SUCH
        ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
        AGREEMENT AND PLAN OF MERGER.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 5


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YAHOO! INC.

SECURITY        984332106           MEETING TYPE   Contested-Annual
TICKER SYMBOL   YHOO                MEETING DATE   01-Aug-2008
ISIN            US9843321061        AGENDA         932924992 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROY J. BOSTOCK                                                     For          For
        2    RONALD W. BURKLE                                                   For          For
        3    ERIC HIPPEAU                                                       For          For
        4    VYOMESH JOSHI                                                      For          For
        5    ARTHUR H. KERN                                                     For          For
        6    ROBERT A. KOTICK                                                   For          For
        7    MARY AGNES WILDEROTTER                                             For          For
        8    GARY L. WILSON                                                     For          For
        9    JERRY YANG                                                         For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.
03      STOCKHOLDER PROPOSAL REGARDING PAY-FOR-                    Shareholder  Against      For
        SUPERIOR-PERFORMANCE.
04      STOCKHOLDER PROPOSAL REGARDING INTERNET                    Shareholder  Against      For
        CENSORSHIP.
05      STOCKHOLDER PROPOSAL REGARDING BOARD                       Shareholder  Against      For
        COMMITTEE ON HUMAN RIGHTS.


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H.J. HEINZ COMPANY

SECURITY        423074103           MEETING TYPE   Annual
TICKER SYMBOL   HNZ                 MEETING DATE   13-Aug-2008
ISIN            US4230741039        AGENDA         932934424 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: W.R. JOHNSON                         Management   For          For
1B      ELECTION OF DIRECTOR: C.E. BUNCH                           Management   For          For
1C      ELECTION OF DIRECTOR: L.S. COLEMAN, JR.                    Management   For          For
1D      ELECTION OF DIRECTOR: J.G. DROSDICK                        Management   For          For
1E      ELECTION OF DIRECTOR: E.E. HOLIDAY                         Management   For          For
1F      ELECTION OF DIRECTOR: C. KENDLE                            Management   For          For
1G      ELECTION OF DIRECTOR: D.R. O'HARE                          Management   For          For
1H      ELECTION OF DIRECTOR: N. PELTZ                             Management   For          For
1I      ELECTION OF DIRECTOR: D.H. REILLEY                         Management   For          For
1J      ELECTION OF DIRECTOR: L.C. SWANN                           Management   For          For
1K      ELECTION OF DIRECTOR: T.J. USHER                           Management   For          For
1L      ELECTION OF DIRECTOR: M.F. WEINSTEIN                       Management   For          For
02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC              Management   For          For
        ACCOUNTING FIRM.
03      AMEND THE COMPANY BY-LAWS AND ARTICLES OF                  Management   For          For
        INCORPORATION TO REDUCE SHAREHOLDER VOTE
        REQUIRED TO AMEND D&O INDEMNITY
04      AMEND COMPANY ARTICLES OF INCORPORATION TO                 Management   For          For
        REDUCE SHAREHOLDER VOTE REQUIRED TO APPROVE
        CERTAIN BUSINESS COMBINATIONS.


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H&R BLOCK, INC.

SECURITY        093671105           MEETING TYPE   Annual
TICKER SYMBOL   HRB                 MEETING DATE   04-Sep-2008
ISIN            US0936711052        AGENDA         932937381 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ALAN M. BENNETT                      Management   For          For
1B      ELECTION OF DIRECTOR: THOMAS M. BLOCH                      Management   For          For
1C      ELECTION OF DIRECTOR: RICHARD C. BREEDEN                   Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT A. GERARD                     Management   For          For
1E      ELECTION OF DIRECTOR: LEN J. LAUER                         Management   For          For
1F      ELECTION OF DIRECTOR: DAVID B. LEWIS                       Management   For          For
1G      ELECTION OF DIRECTOR: TOM D. SEIP                          Management   For          For
1H      ELECTION OF DIRECTOR: L. EDWARD SHAW, JR.                  Management   For          For
1I      ELECTION OF DIRECTOR: RUSSELL P. SMYTH                     Management   For          For
1J      ELECTION OF DIRECTOR: CHRISTIANNA WOOD                     Management   For          For
02      APPROVAL OF AN AMENDMENT TO THE COMPANY'S                  Management   For          For
        RESTATED ARTICLES OF INCORPORATION TO REQUIRE AN
        INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS.
03      APPROVAL OF AN AMENDMENT TO THE COMPANY'S                  Management   For          For
        RESTATED ARTICLES OF INCORPORATION TO DECREASE
        THE PERMISSIBLE NUMBER OF DIRECTORS.
04      APPROVAL OF AN AMENDMENT TO THE COMPANY'S                  Management   For          For
        RESTATED ARTICLES OF INCORPORATION TO IMPOSE
        DIRECTOR TERM LIMITS.
05      APPROVAL OF AN AMENDMENT TO THE COMPANY'S                  Management   For          For
        RESTATED ARTICLES OF INCORPORATION TO LIMIT
        VOTING RIGHTS OF PREFERRED STOCK.
06      APPROVAL OF AN ADVISORY PROPOSAL ON THE                    Management   For          For
        COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
        COMPENSATION POLICIES AND PROCEDURES.
07      APPROVAL OF THE 2008 DEFERRED STOCK UNIT PLAN FOR          Management   Against      Against
        OUTSIDE DIRECTORS, TO REPLACE THE 1989 STOCK
        OPTION PLAN FOR OUTSIDE DIRECTORS.
08      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS THE COMPANY'S INDEPENDENT
        ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30,
        2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 6


- --------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION

SECURITY        63934E108           MEETING TYPE   Annual
TICKER SYMBOL   NAV                 MEETING DATE   05-Sep-2008
ISIN            US63934E1082        AGENDA         932941645 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    Y. MARC BELTON                                                     For          For
        2    EUGENIO CLARIOND                                                   For          For
        3    JOHN D. CORRENTI                                                   For          For
        4    TERRY M. ENDSLEY                                                   For          For
        5    DR. ABBIE J. GRIFFIN                                               For          For
        6    MICHAEL N. HAMMES                                                  For          For
        7    DAVID D. HARRISON                                                  For          For
        8    JAMES H. KEYES                                                     For          For
        9    STEVEN J. KLINGER                                                  For          For
        10   DANIEL C. USTIAN                                                   For          For
02      VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR            Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
PATTERSON COMPANIES, INC.

SECURITY        703395103           MEETING TYPE   Annual
TICKER SYMBOL   PDCO                MEETING DATE   08-Sep-2008
ISIN            US7033951036        AGENDA         932939943 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    RONALD E. EZERSKI                                                  For          For
        2    ANDRE B. LACY                                                      For          For
02      TO APPROVE THE DEFERRED PROFIT SHARING PLAN FOR            Management   For          For
        THE EMPLOYEES OF PATTERSON DENTAL CANADA INC.
03      TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS            Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR THE FISCAL YEAR ENDING APRIL 25, 2009.


- --------------------------------------------------------------------------------
WHX CORPORATION

SECURITY        929248508           MEETING TYPE   Annual
TICKER SYMBOL   WXCP                MEETING DATE   16-Sep-2008
ISIN            US9292485086        AGENDA         932946708 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WARREN G. LICHTENSTEIN                                             For          For
        2    JACK L. HOWARD                                                     For          For
        3    GLEN M. KASSAN                                                     For          For
        4    LOUIS KLEIN, JR.                                                   For          For
        5    JOHN H. MCNAMARA JR.                                               For          For
        6    JOHN J. QUICKE                                                     For          For
        7    GAREN W. SMITH                                                     For          For
02      AUTHORIZE THE BOARD, AT ITS DISCRETION, TO AMEND           Management   For          For
        THE AMENDED AND RESTATED CERTIFICATE OF
        INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL
        STOCK FROM 55,000,000 SHARES, CONSISTING OF
        50,000,000 SHARES OF COMMON STOCK AND 5,000,000
        SHARES OF PREFERRED STOCK TO 185,000,000 SHARES,
        CONSISTING OF 180,000,000 SHARES OF COMMON STOCK
        AND 5,000,000 SHARES OF PREFERRED STOCK.
03      TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO              Management   For          For
        AMEND THE COMPANY'S AMENDED AND RESTATED
        CERTIFICATE OF INCORPORATION TO MAKE CERTAIN
        CLARIFYING AMENDMENTS TO PROTECT THE AVAILABILITY
        OF THE COMPANY'S NET OPERATING LOSS CARRY
        FORWARDS UNDER SECTION 382 OF THE INTERNAL
        REVENUE CODE IN CONNECTION WITH THE COMPANY'S
        PENDING RIGHTS OFFERING.
04      RATIFICATION OF THE APPOINTMENT OF GRANT                   Management   For          For
        THORNTON LLP AS THE INDEPENDENT PUBLIC
        ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
        ENDING DECEMBER 31, 2008.


- --------------------------------------------------------------------------------
GENERAL MILLS, INC.

SECURITY        370334104           MEETING TYPE   Annual
TICKER SYMBOL   GIS                 MEETING DATE   22-Sep-2008
ISIN            US3703341046        AGENDA         932943598 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: BRADBURY H. ANDERSON                 Management   For          For
1B      ELECTION OF DIRECTOR: PAUL DANOS                           Management   For          For
1C      ELECTION OF DIRECTOR: WILLIAM T. ESREY                     Management   For          For
1D      ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                 Management   For          For
1E      ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE                 Management   For          For
1F      ELECTION OF DIRECTOR: HEIDI G. MILLER                      Management   For          For
1G      ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG             Management   For          For
1H      ELECTION OF DIRECTOR: STEVE ODLAND                         Management   For          For
1I      ELECTION OF DIRECTOR: KENDALL J. POWELL                    Management   For          For
1J      ELECTION OF DIRECTOR: LOIS E. QUAM                         Management   For          For
1K      ELECTION OF DIRECTOR: MICHAEL D. ROSE                      Management   For          For
1L      ELECTION OF DIRECTOR: ROBERT L. RYAN                       Management   For          For
1M      ELECTION OF DIRECTOR: DOROTHY A. TERRELL                   Management   For          For
02      RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL              Management   For          For
        MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 7


- --------------------------------------------------------------------------------
WM. WRIGLEY JR. COMPANY

SECURITY        982526204           MEETING TYPE   Special
TICKER SYMBOL   WWYWB               MEETING DATE   25-Sep-2008
ISIN            US9825262044        AGENDA         932942217 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO ADOPT THE AGREEMENT AND PLAN OF MERGER,                 Management   For          For
        DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY JR.
        COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS
        CORPORATION AND NEW UNO ACQUISITION
        CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
        TIME.
02      TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR            Management   For          For
        APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
        MERGER AGREEMENT AT THE TIME OF THE SPECIAL
        MEETING.


- --------------------------------------------------------------------------------
WM. WRIGLEY JR. COMPANY

SECURITY        982526105           MEETING TYPE   Special
TICKER SYMBOL   WWY                 MEETING DATE   25-Sep-2008
ISIN            US9825261053        AGENDA         932942217 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO ADOPT THE AGREEMENT AND PLAN OF MERGER,                 Management   For          For
        DATED AS OF APRIL 28, 2008, AMONG WM. WRIGLEY JR.
        COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS
        CORPORATION AND NEW UNO ACQUISITION
        CORPORATION, AS IT MAY BE AMENDED FROM TIME TO
        TIME.
02      TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR            Management   For          For
        APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
        MERGER AGREEMENT AT THE TIME OF THE SPECIAL
        MEETING.


- --------------------------------------------------------------------------------
DEL MONTE FOODS COMPANY

SECURITY        24522P103           MEETING TYPE   Annual
TICKER SYMBOL   DLM                 MEETING DATE   25-Sep-2008
ISIN            US24522P1030        AGENDA         932944576 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR           Management   For          For
        THREE-YEAR TERM: TIMOTHY G. BRUER
1B      ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR           Management   For          For
        THREE-YEAR TERM: MARY R. HENDERSON
1C      ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR           Management   For          For
        THREE-YEAR TERM: SHARON L. MCCOLLAM
02      TO RATIFY THE APPOINTMENT OF KPMG LLP, AN                  Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
        AS DEL MONTE FOODS COMPANY'S INDEPENDENT
        AUDITOR FOR ITS FISCAL YEAR ENDING MAY 3, 2009.


- --------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT SA, GENEVE

SECURITY        H25662141           MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   CFRHF.PK            MEETING DATE   09-Oct-2008
ISIN            CH0012731458        AGENDA         701683268 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN            Non-Voting
        THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
        FOR YOUR ACCOU-NTS.
1.      Approve the restructuring of the business of the Company   Management   No Action
2.      Amend the Articles of Association of the Company           Management   No Action


- --------------------------------------------------------------------------------
THE MOSAIC COMPANY

SECURITY        61945A107           MEETING TYPE   Annual
TICKER SYMBOL   MOS                 MEETING DATE   09-Oct-2008
ISIN            US61945A1079        AGENDA         932948966 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DAVID B. MATHIS                                                    For          For
        2    JAMES L. POPOWICH                                                  For          For
        3    JAMES T. PROKOPANKO                                                For          For
        4    STEVEN M. SEIBERT                                                  For          For
02      RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS             Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 8


- --------------------------------------------------------------------------------
CARPENTER TECHNOLOGY CORPORATION

SECURITY        144285103           MEETING TYPE   Annual
TICKER SYMBOL   CRS                 MEETING DATE   13-Oct-2008
ISIN            US1442851036        AGENDA         932955884 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROBERT R. MCMASTER                                                 For          For
        2    GREGORY A. PRATT                                                   For          For
        3    ANNE L. STEVENS                                                    For          For
02      APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS THE              Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY

SECURITY        742718109           MEETING TYPE   Annual
TICKER SYMBOL   PG                  MEETING DATE   14-Oct-2008
ISIN            US7427181091        AGENDA         932946556 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    KENNETH I. CHENAULT                                                For          For
        2    SCOTT D. COOK                                                      For          For
        3    RAJAT K. GUPTA                                                     For          For
        4    A.G. LAFLEY                                                        For          For
        5    CHARLES R. LEE                                                     For          For
        6    LYNN M. MARTIN                                                     For          For
        7    W. JAMES MCNERNEY, JR.                                             For          For
        8    JOHNATHAN A. RODGERS                                               For          For
        9    RALPH SNYDERMAN, M.D.                                              For          For
        10   MARGARET C. WHITMAN                                                For          For
        11   PATRICIA A. WOERTZ                                                 For          For
        12   ERNESTO ZEDILLO                                                    For          For
02      RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED           Management   For          For
        PUBLIC ACCOUNTING FIRM
03      AMEND COMPANY'S AMENDED ARTICLES OF                        Management   For          For
        INCORPORATION TO ADOPT MAJORITY VOTING
04      SHAREHOLDER PROPOSAL #1 - ROTATE SITE OF ANNUAL            Shareholder  Against      For
        MEETING
05      SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON                 Shareholder  Against      For
        EXECUTIVE COMPENSATION


- --------------------------------------------------------------------------------
DIAGEO PLC

SECURITY        25243Q205           MEETING TYPE   Annual
TICKER SYMBOL   DEO                 MEETING DATE   15-Oct-2008
ISIN            US25243Q2057        AGENDA         932957105 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      REPORT AND ACCOUNTS 2008                                   Management   For          For
02      DIRECTORS' REMUNERATION REPORT 2008                        Management   For          For
03      DECLARATION OF FINAL DIVIDEND                              Management   For          For
04      TO RE-ELECT DR FB HUMER (MEMBER OF NOMINATION              Management   For          For
        COMMITTEE, CHAIRMAN OF COMMITTEE) AS A DIRECTOR
05      TO RE-ELECT M LILJA (MEMBER OF AUDIT, NOMINATION,          Management   For          For
        REMUNERATION COMMITTEE) AS A DIRECTOR
06      TO RE-ELECT WS SHANAHAN (MEMBER OF AUDIT,                  Management   For          For
        NOMINATION, REMUNERATION COMMITTEE) AS A
        DIRECTOR
07      TO RE-ELECT HT STITZER (MEMBER OF AUDIT,                   Management   For          For
        NOMINATION, REMUNERATION COMMITTEE) AS A
        DIRECTOR
08      ELECTION OF PG SCOTT (MEMBER OF AUDIT, CHAIRMAN            Management   For          For
        OF COMMITTEE, NOMINATION, REMUNERATION) AS A
        DIRECTOR
09      RE-APPOINTMENT AND REMUNERATION OF AUDITOR                 Management   For          For
10      AUTHORITY TO ALLOT RELEVANT SECURITIES                     Management   For          For
11      DISAPPLICATION OF PRE-EMPTION RIGHTS                       Management   For          For
12      AUTHORITY TO PURCHASE OWN ORDINARY SHARES                  Management   For          For
13      AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO            Management   For          For
        INCUR POLITICAL EXPENDITURE
14      ADOPTION OF THE DIAGEO PLC 2008 PERFORMANCE                Management   For          For
        SHARE PLAN
15      ADOPTION OF THE DIAGEO PLC 2008 SENIOR EXECUTIVE           Management   For          For
        SHARE OPTION PLAN
16      AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS           Management   For          For
17      AMENDMENTS TO THE ARTICLES OF ASSOCIATION                  Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                 9


- --------------------------------------------------------------------------------
NEWS CORPORATION

SECURITY        65248E203           MEETING TYPE   Annual
TICKER SYMBOL   NWS                 MEETING DATE   17-Oct-2008
ISIN            US65248E2037        AGENDA         932946568 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1AA     ELECTION OF DIRECTOR: PETER CHERNIN                        Management   For          For
1AB     ELECTION OF DIRECTOR: SIR RODERICK I. EDDINGTON            Management   For          For
1AC     ELECTION OF DIRECTOR: MARK HURD                            Management   For          For
1AD     ELECTION OF DIRECTOR: ANDREW S.B. KNIGHT                   Management   For          For
1AE     ELECTION OF DIRECTOR: JAMES R. MURDOCH                     Management   For          For
1BA     ELECTION OF K. RUPERT MURDOCH AS A DIRECTOR IF             Management   For          For
        PROPOSAL 3 IS APPROVED
1BB     ELECTION OF JOSE MARIA AZNAR AS A DIRECTOR IF              Management   For          For
        PROPOSAL 3 IS APPROVED
1BC     ELECTION OF NATALIE BANCROFT AS A DIRECTOR IF              Management   For          For
        PROPOSAL 3 IS APPROVED
1BD     ELECTION OF PETER L. BARNES AS A DIRECTOR IF               Management   For          For
        PROPOSAL 3 IS APPROVED
1BE     ELECTION OF KENNETH E. COWLEY AS A DIRECTOR IF             Management   For          For
        PROPOSAL 3 IS APPROVED
1BF     ELECTION OF DAVID F. DEVOE AS A DIRECTOR IF                Management   For          For
        PROPOSAL 3 IS APPROVED
1BG     ELECTION OF VIET DINH AS A DIRECTOR IF PROPOSAL 3 IS       Management   For          For
        APPROVED
1BH     ELECTION OF LACHLAN K. MURDOCH AS A DIRECTOR IF            Management   For          For
        PROPOSAL 3 IS APPROVED
1BI     ELECTION OF THOMAS J. PERKINS AS A DIRECTOR IF             Management   For          For
        PROPOSAL 3 IS APPROVED
1BJ     ELECTION OF ARTHUR M. SISKIND AS A DIRECTOR IF             Management   For          For
        PROPOSAL 3 IS APPROVED
1BK     ELECTION OF JOHN L. THORNTON AS A DIRECTOR IF              Management   For          For
        PROPOSAL 3 IS APPROVED
02      RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S         Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING JUNE 30, 2009.
03      AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE            Management   For          For
        OF INCORPORATION TO PROVIDE FOR THE ANNUAL
        ELECTION OF DIRECTORS BEGINNING AT THE COMPANY'S
        2008 ANNUAL MEETING OF STOCKHOLDERS.


- --------------------------------------------------------------------------------
PETROCHINA COMPANY LIMITED

SECURITY        71646E100           MEETING TYPE   Special
TICKER SYMBOL   PTR                 MEETING DATE   21-Oct-2008
ISIN            US71646E1001        AGENDA         932957597 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
O1      APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A) THE          Management   Against      Against
        NEW COMPREHENSIVE AGREEMENT ENTERED BETWEEN
        THE COMPANY AND CHINA NATIONAL PETROLEUM
        CORPORATION; (B) THE NON-EXEMPT CONTINUING
        CONNECTED TRANSACTIONS AND PROPOSED CAPS OF
        NON-EXEMPT TRANSACTIONS; (C) EXECUTION OF NEW
        COMPREHENSIVE AGREEMENT BY MR. ZHOU MINGCHUN
        FOR AND ON BEHALF OF THE COMPANY.
O2      APPROVE THAT, AS SET OUT IN THE CIRCULAR: (A)              Management   For          For
        SUPPLEMENTAL AGREEMENT TO CRMSC PRODUCTS AND
        SERVICES AGREEMENT BETWEEN THE COMPANY AND
        CHINA RAILWAY MATERIALS & SUPPLIERS CORPORATION;
        (B) NON-EXEMPT TRANSCATIONS UNDER, SUPPLEMENTAL
        AGREEMENT TO CRMSC PRODUCTS & SERVICES
        AGREEMENT; (C) EXECUTION OF CRMSC PRODUCTS AND
        SERVICES AGREEMENT BY MR. ZHOU MINGCHUN.


- --------------------------------------------------------------------------------
PARKER-HANNIFIN CORPORATION

SECURITY        701094104           MEETING TYPE   Annual
TICKER SYMBOL   PH                  MEETING DATE   22-Oct-2008
ISIN            US7010941042        AGENDA         932957787 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM E. KASSLING                                                For          For
        2    JOSEPH M. SCAMINACE                                                For          For
        3    WOLFGANG R. SCHMITT                                                For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FY09


- --------------------------------------------------------------------------------
ROHM AND HAAS COMPANY

SECURITY        775371107           MEETING TYPE   Special
TICKER SYMBOL   ROH                 MEETING DATE   29-Oct-2008
ISIN            US7753711073        AGENDA         932960506 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED              Management   For          For
        AS OF JULY 10, 2008, AMONG ROHM AND HAAS COMPANY
        ("ROHM AND HAAS"), THE DOW CHEMICAL COMPANY, AND
        RAMSES ACQUISITION CORP., A DIRECT WHOLLY OWNED
        SUBSIDIARY OF THE DOW CHEMICAL COMPANY, AS IT MAY
        BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH
        RAMSES ACQUISITION CORP. WILL MERGE WITH AND INTO
        ROHM AND HAAS (THE "MERGER").
02      TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN OR           Management   For          For
        POSTPONE THE SPECIAL MEETING TO A LATER DATE OR
        TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT
        ADDITIONAL PROXIES IN THE EVENT THERE ARE
        INSUFFICIENT VOTES AT THE TIME OF SUCH
        ADJOURNMENT OR POSTPONEMENT TO ADOPT THE
        MERGER AGREEMENT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                10


- --------------------------------------------------------------------------------
UNILEVER N.V.

SECURITY        904784709           MEETING TYPE   Special
TICKER SYMBOL   UN                  MEETING DATE   29-Oct-2008
ISIN            US9047847093        AGENDA         932963158 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPOINT MR P POLMAN AS AN EXECUTIVE DIRECTOR.           Management   For          For


- --------------------------------------------------------------------------------
PERNOD-RICARD, PARIS

SECURITY        F72027109           MEETING TYPE   MIX
TICKER SYMBOL   RI.PA               MEETING DATE   05-Nov-2008
ISIN            FR0000120693        AGENDA         701724014 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The followin-g applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will-be
        forwarded to the Global Custodians that have become
        Registered Intermediar-ies, on the Vote Deadline Date. In
        capacity as Registered Intermediary, the Gl-obal
        Custodian will sign the Proxy Card and forward to the
        local custodian. If-you are unsure whether your Global
        Custodian acts as Registered Intermediary,-please contact
        your representative
O.1     Receive the reports of the Board of Directors and the      Management   For          For
        Auditors; approve the Company's financial statements for
        the YE in 30 JUN 2008 as presented, earnings for the FY:
        EUR 925,580,852.74, the expenses and charges that were
        not tax deductible of EUR 125,815.00 with a corresponding
        tax of EUR 43,322.00
O.2     Receive the reports of the Board of Directors and the      Management   For          For
        Auditors; approve the consolidated financial statements
        for the said FY, in the form presented to the meeting
O.3     Approve the recommendations of the Board of directors and  Management   For          For
        resolves that the income for the FY be appropriated as
        follows: earnings for the FY: EUR 925,580,852.74 legal
        reserve: EUR 71,178.48 previous retained earnings: EUR
        517,716,451.00 distributable income: EUR 1,443,226,125.26
        dividends: EUR 289,981,525.68 retained earnings: EUR 1,1
        53,244,599.58 the shareholders' meeting reminds that an
        interim dividend of EUR 0.63 was already paid on 03 JUL
        2008 the remaining dividend of EUR 0.69 will be paid on
        18 NOV 2008, and will entitle natural persons to the 40%
        allowance in the event that the Company holds some of its
        own share on such date, the amount of the unpaid dividend
        on such shares shall be allocated to the retained
        earnings account, as required by law
O.4     Receive the special report of the Auditors on agreements   Management   For          For
        governed by Article L.225.38 of the French Commercial
        code, and approve the said report and the agreements
        referred to therein
O.5     Receive the special report of the Auditors on agreements   Management   For          For
        governed by Article L.225.38 ET L.225.42.1 of the French
        Commercial Code, and approve the said report and the
        agreements referred to therein regarding Mr. Patrick
        Ricard, Chairman
O.6     Receive the special report of the Auditors on agreements   Management   For          For
        governed by Article L.225.38 ET L.225.42.1 of the French
        Commercial Code, and approve the said report and the
        agreements referred to therein concerning Mr. Pierre
        Pringet, Managing Director
O.7     Approve to renew the appointment of Mr. Patrick Ricard as  Management   For          For
        Director for a 4 year period
O.8     Approve to renew the appointment of Mr. Pierre Pringuet    Management   For          For
        as Director for a 4 year period
O.9     Approve to renew the appointment of Mr. Rafael Gonzalez-   Management   For          For
        Gallarza as Director for a 4 year period
O.10    Appoint Mr. Wolfgang Colberg as a Director, for a 4 year   Management   For          For
        period
O.11    Appoint Mr. Cesar Giron as a Director, for a 4 year        Management   For          For
        period
O.12    Approve to award total annual fees of EUR 750,000.00 to    Management   For          For
        the Board of Directors
O.13    Authorize the Board of Directors to trade in the           Management   For          For
        Company's shares on the stock market, subject to the
        conditions specified below: maximum purchase price: EUR
        125.00, maximum number of shares to be acquired: 10% of
        the share capital, maximum funds invested in the share
        buybacks: EUR 2,746,037,125.00 [Authority expires at the
        end of 18 months] this authorization supersedes the
        fraction unused of the authorization granted by the
        shareholders' meeting of 07 NOV 2007, in its resolution
        number 8 and to take all necessary measures and
        accomplish all necessary formalities
E.14    Grant authority to the Board of Directors to reduce the    Management   For          For
        share capital, on one or more occasions and at its sole
        discretion, by canceling all or part of the shares held
        by the Company in connection with a stock repurchase plan
        granted by the resolution13 of the present meeting, up to
        a maximum of 10% of the share capital over a 24 month
        period [Authority expires at the end of 24 months], this
        authorization supersedes the fraction unused of the
        authorization granted by the shareholders' meeting of 07
        NOV 2007 in its resolution number 9
E.15    Grant authority to the Board of Directors to issue         Management   For          For
        warrants giving right to subscribe to shares in the event
        of a public exchange offer concerning the Company's
        shares, [Authority expires at the end of 18 months] the
        global nominal amount of shares issued under this
        delegation of authority shall not exceed EUR
        145,000,000.00 and to take all necessary measures and
        accomplish all necessary formalities, this authorization
        supersedes the fraction unused of the authorization
        granted by the shareholders' meeting of 07 NOV 2007, in
        its resolution number 19
E.16    Authorize the Board of Directors to increase the share     Management   For          For
        capital, on one or more occasions, at its sole
        discretion, in favor of employees and corporate officers
        of the Company who are members of a Company Savings Plan,
        [Authority expires at the end of 26 months] and for a
        nominal amount that shall not exceed 2% of the share
        capital, this amount shall count against the overall
        value set forth in resolution number 11 of the
        shareholders' meeting dated 07 NOV 2007, the shareholders
        meeting decides to cancel the shareholders' preferential
        subscription rights, this authorization supersedes the
        fraction unused of the authorization granted by the
        shareholders' meeting of 07 NOV 2007, in its resolution
        number 20, and to take all necessary measures and
        accomplish all necessary formalities to charge the share
        issuance cost against the related premiums and deduct
        from the premiums the amounts necessary to raise the
        legal reserve to one-tenth of the new capital after each
        increase
E.17    Grant full powers to the bearer of an original, a copy or  Management   For          For
        extract of the minutes of this meeting to carry out all
        filings, publications and other formalities prescribed by
        law




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                11


- --------------------------------------------------------------------------------
HERCULES INCORPORATED

SECURITY        427056106           MEETING TYPE   Special
TICKER SYMBOL   HPC                 MEETING DATE   05-Nov-2008
ISIN            US4270561065        AGENDA         932962310 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ADOPTION OF THE AGREEMENT AND PLAN OF MERGER,              Management   For          For
        DATED JULY 10, 2008, PURSUANT TO WHICH ASHLAND INC.
        ("ASHLAND") WILL ACQUIRE HERCULES INCORPORATED
        ("HERCULES") AND EACH OUTSTANDING SHARE OF
        HERCULES COMMON STOCK WILL BE CONVERTED INTO
        THE RIGHT TO RECEIVE 0.0930 OF A SHARE OF ASHLAND
        COMMON STOCK AND $18.60 IN CASH.
02      ADJOURNMENT OF THE HERCULES SPECIAL MEETING, IF            Management   For          For
        NECESSARY, TO PERMIT FURTHER SOLICITATION OF
        PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE
        TIME OF THE HERCULES SPECIAL MEETING IN FAVOR OF
        PROPOSAL NUMBER 1.


- --------------------------------------------------------------------------------
ARCHER-DANIELS-MIDLAND COMPANY

SECURITY        039483102           MEETING TYPE   Annual
TICKER SYMBOL   ADM                 MEETING DATE   06-Nov-2008
ISIN            US0394831020        AGENDA         932959969 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: G.W. BUCKLEY                         Management   For          For
1B      ELECTION OF DIRECTOR: M.H. CARTER                          Management   For          For
1C      ELECTION OF DIRECTOR: V.F. HAYNES                          Management   For          For
1D      ELECTION OF DIRECTOR: A. MACIEL                            Management   For          For
1E      ELECTION OF DIRECTOR: P.J. MOORE                           Management   For          For
1F      ELECTION OF DIRECTOR: M.B. MULRONEY                        Management   For          For
1G      ELECTION OF DIRECTOR: T.F. O'NEILL                         Management   For          For
1H      ELECTION OF DIRECTOR: K.R. WESTBROOK                       Management   For          For
1I      ELECTION OF DIRECTOR: P.A. WOERTZ                          Management   For          For
02      RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS             Management   For          For
        INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
        ENDING JUNE 30, 2009.
03      ADOPT STOCKHOLDER'S PROPOSAL REGARDING GLOBAL              Shareholder  Against      For
        HUMAN RIGHTS STANDARDS.


- --------------------------------------------------------------------------------
BANCO POPULAR ESPANOL SA, MADRID

SECURITY        E19550206           MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   POP.MC              MEETING DATE   10-Nov-2008
ISIN            ES0113790531        AGENDA         701727337 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Approval of the Merger Plan between the Banco Popular      Management   For          For
        Espanol, S.A., Banco de Castilla, S.A., Banco de Credito
        Balear, S.A. Banco de Galicia, S.A., and Banco de
        Vasconia, S.A. Approval of the merger balances sheet
        closed on the 30th June 2008. Approval of the merger
        between the Banco Popular Espanol, S.A. and Banco de
        Vasconia, S.A., through the takeover of the last four of
        the first one, termination of the four merged companies
        and the general transfer of all their respective assets
        to the Banco Popular Espanol, S.A. Capital increase to
        meet the share exchange and the corresponding alteration
        to the final article of the merging company's Articles of
        Association, all of which complies with the provisions
        established in the Merger Plan. Inclusion of the merger
        in the tax regime of Chapter VIII of the Title VII of the
        corporate tax law.
2.      Approve the delegation of powers in the Board of           Management   For          For
        Directors, with the power of substitution, for
        formalising, inturpreting, remedying and executing the
        agreements adopted by the general meeting to the full.
        PLEASE NOTE THAT THE FIRST CALL IS ON 09 NOV 2008.         Non-Voting
        THANK YOU.
        PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT         Non-Voting
        OF ADDITIONAL INFORMATION.-IF YOU HAVE ALREADY
        SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
        PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR
        ORIGINAL INSTRUCTIONS. THANK YOU.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                12


- --------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC.

SECURITY        053015103           MEETING TYPE   Annual
TICKER SYMBOL   ADP                 MEETING DATE   11-Nov-2008
ISIN            US0530151036        AGENDA         932958501 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    GREGORY D. BRENNEMAN                                               For          For
        2    LESLIE A. BRUN                                                     For          For
        3    GARY C. BUTLER                                                     For          For
        4    LEON G. COOPERMAN                                                  For          For
        5    ERIC C. FAST                                                       For          For
        6    R. GLENN HUBBARD                                                   For          For
        7    JOHN P. JONES                                                      For          For
        8    FREDERIC V. MALEK                                                  For          For
        9    CHARLES H. NOSKI                                                   For          For
        10   SHARON T. ROWLANDS                                                 For          For
        11   GREGORY L. SUMME                                                   For          For
        12   HENRY TAUB                                                         For          For
02      APPROVAL OF THE 2008 OMNIBUS AWARD PLAN                    Management   Against      Against
03      APPOINTMENT OF DELOITTE & TOUCHE LLP                       Management   For          For


- --------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.

SECURITY        035229103           MEETING TYPE   Special
TICKER SYMBOL   BUD                 MEETING DATE   12-Nov-2008
ISIN            US0352291035        AGENDA         932962839 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF                Management   For          For
        MERGER BY AND AMONG INBEV N.V./S.A., PESTALOZZI
        ACQUISITION CORP., AND ANHEUSER-BUSCH COMPANIES,
        INC., AS IT MAY BE AMENDED FROM TIME TO TIME.
02      PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A               Management   For          For
        LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL
        NUMBER 1 AT THE TIME OF THE SPECIAL MEETING.


- --------------------------------------------------------------------------------
DIEBOLD, INCORPORATED

SECURITY        253651103           MEETING TYPE   Annual
TICKER SYMBOL   DBD                 MEETING DATE   12-Nov-2008
ISIN            US2536511031        AGENDA         932963538 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    LOUIS V. BOCKIUS III                                               For          For
        2    PHILLIP R. COX                                                     For          For
        3    RICHARD L. CRANDALL                                                For          For
        4    GALE S. FITZGERALD                                                 For          For
        5    PHILLIP B. LASSITER                                                For          For
        6    JOHN N. LAUER                                                      For          For
        7    ERIC J. ROORDA                                                     For          For
        8    THOMAS W. SWIDARSKI                                                For          For
        9    HENRY D.G. WALLACE                                                 For          For
        10   ALAN J. WEBER                                                      For          For
02      TO RATIFY THE APPOINTMENT OF KPMG, LLP AS THE              Management   For          For
        CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR
        2008


- --------------------------------------------------------------------------------
MICROSOFT CORPORATION

SECURITY        594918104           MEETING TYPE   Annual
TICKER SYMBOL   MSFT                MEETING DATE   19-Nov-2008
ISIN            US5949181045        AGENDA         932960013 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ELECTION OF DIRECTOR: STEVEN A. BALLMER                    Management   For          For
02      ELECTION OF DIRECTOR: JAMES I. CASH JR.                    Management   For          For
03      ELECTION OF DIRECTOR: DINA DUBLON                          Management   For          For
04      ELECTION OF DIRECTOR: WILLIAM H. GATES III                 Management   For          For
05      ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                 Management   For          For
06      ELECTION OF DIRECTOR: REED HASTINGS                        Management   For          For
07      ELECTION OF DIRECTOR: DAVID F. MARQUARDT                   Management   For          For
08      ELECTION OF DIRECTOR: CHARLES H. NOSKI                     Management   For          For
09      ELECTION OF DIRECTOR: HELMUT PANKE                         Management   For          For
10      APPROVAL OF  MATERIAL TERMS OF PERFORMANCE                 Management   For          For
        CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE
        PLAN.
11      APPROVAL OF AMENDMENTS TO THE 1999 STOCK OPTION            Management   For          For
        PLAN FOR NON-EMPLOYEE DIRECTORS.
12      RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE         Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
13      SHAREHOLDER PROPOSAL - ADOPTION OF POLICIES ON             Shareholder  Against      For
        INTERNET CENSORSHIP.
14      SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD              Shareholder  Against      For
        COMMITTEE ON HUMAN RIGHTS.
15      SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE            Shareholder  Against      For
        CONTRIBUTIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                13


- --------------------------------------------------------------------------------
THE CLOROX COMPANY

SECURITY        189054109           MEETING TYPE   Annual
TICKER SYMBOL   CLX                 MEETING DATE   19-Nov-2008
ISIN            US1890541097        AGENDA         932961281 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECT DANIEL BOGGAN, JR. AS A DIRECTOR                     Management   For          For
1B      ELECT RICHARD H. CARMONA AS A DIRECTOR                     Management   For          For
1C      ELECT TULLY M. FRIEDMAN AS A DIRECTOR                      Management   For          For
1D      ELECT GEORGE J. HARAD AS A DIRECTOR                        Management   For          For
1E      ELECT DONALD R. KNAUSS AS A DIRECTOR                       Management   For          For
1F      ELECT ROBERT W. MATSCHULLAT AS A DIRECTOR                  Management   For          For
1G      ELECT GARY G. MICHAEL AS A DIRECTOR                        Management   For          For
1H      ELECT EDWARD A. MUELLER AS A DIRECTOR                      Management   For          For
1I      ELECT JAN L. MURLEY AS A DIRECTOR                          Management   For          For
1J      ELECT PAMELA THOMAS-GRAHAM AS A DIRECTOR                   Management   For          For
1K      ELECT CAROLYN M. TICKNOR AS A DIRECTOR                     Management   For          For
02      PROPOSAL TO RATIFY THE SELECTION OF ERNST &                Management   For          For
        YOUNG LLP, AS OUR INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM, FOR THE FISCAL YEAR ENDING JUNE
        30, 2009.


- --------------------------------------------------------------------------------
WHX CORPORATION

SECURITY        929248508           MEETING TYPE   Special
TICKER SYMBOL   WXCP                MEETING DATE   19-Nov-2008
ISIN            US9292485086        AGENDA         932968449 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO              Management   For          For
        AMEND THE COMPANY'S AMENDED AND RESTATED
        CERTIFICATE OF INCORPORATION, AS AMENDED, TO
        EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S
        ISSUED & OUTSTANDING SHARES OF COMMON STOCK,
        PAR VALUE $0.01 PER SHARE, BY A RATIO OF BETWEEN 1-
        FOR-3 AND 1-FOR-10, INCLUSIVE, WITHOUT FURTHER
        APPROVAL OR AUTHORIZATION OF THE COMPANY'S
        STOCKHOLDERS.
02      TO AUTHORIZE THE BOARD OF DIRECTORS OF THE                 Management   For          For
        COMPANY, AT ITS DISCRETION, TO AMEND THE
        COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
        INCORPORATION, AS AMENDED, TO PERMIT THE COMPANY
        TO TAKE ACTION BY WRITTEN CONSENT OF A MAJORITY
        OF THE STOCKHOLDERS ENTITLED TO VOTE WITH
        RESPECT TO THE SUBJECT MATTER OF THE ACTION.


- --------------------------------------------------------------------------------
CAMPBELL SOUP COMPANY

SECURITY        134429109           MEETING TYPE   Annual
TICKER SYMBOL   CPB                 MEETING DATE   20-Nov-2008
ISIN            US1344291091        AGENDA         932962459 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    EDMUND M. CARPENTER                                                For          For
        2    PAUL R. CHARRON                                                    For          For
        3    DOUGLAS R. CONANT                                                  For          For
        4    BENNETT DORRANCE                                                   For          For
        5    HARVEY GOLUB                                                       For          For
        6    RANDALL W. LARRIMORE                                               For          For
        7    MARY ALICE D. MALONE                                               For          For
        8    SARA MATHEW                                                        For          For
        9    DAVID C. PATTERSON                                                 For          For
        10   CHARLES R. PERRIN                                                  For          For
        11   A. BARRY RAND                                                      For          For
        12   GEORGE STRAWBRIDGE, JR.                                            For          For
        13   LES C. VINNEY                                                      For          For
        14   CHARLOTTE C. WEBER                                                 For          For
02      APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC               Management   For          For
        ACCOUNTING FIRM.
03      APPROVE AMENDMENT OF THE 2005 LONG-TERM                    Management   Against      Against
        INCENTIVE PLAN.
04      APPROVE PERFORMANCE GOALS FOR THE 2003 LONG-               Management   For          For
        TERM INCENTIVE PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                14


- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS

SECURITY        71654V408           MEETING TYPE   Special
TICKER SYMBOL   PBR                 MEETING DATE   24-Nov-2008
ISIN            US71654V4086        AGENDA         932971547 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE PROTOCOL AND THE JUSTIFICATION OF          Management   For          For
        INCORPORATION, DATED OCTOBER 2 2008, SIGNED BY
        PETROBRAS, AS THE SURVIVING COMPANY, AND BY '17 DE
        MAIO PARTICIPACOES S.A'., AS THE ACQUIRED COMPANY,
        TOGETHER WITH THE RESPECTIVE PERTINENT
        DOCUMENTS, AND THE APPROVAL OF '17 DE MAIO
        PARTICIPACOES S.A.' INCORPORATION OPERATION.
02      APPROVAL OF THE APPOINTMENT OF A SPECIALIZED               Management   For          For
        COMPANY TO EVALUATE THE ASSETS AND THE APPROVAL
        OF THE RESPECTIVE EVALUATION REPORT, UNDER THE
        TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76.


- --------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC.

SECURITY        413086109           MEETING TYPE   Annual
TICKER SYMBOL   HAR                 MEETING DATE   03-Dec-2008
ISIN            US4130861093        AGENDA         932968665 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BRIAN F. CARROLL                                                   For          For
        2    HELLENE S. RUNTAGH                                                 For          For
02      APPROVAL OF THE AMENDMENTS TO THE 2002 STOCK               Management   Against      Against
        OPTION AND INCENTIVE PLAN.
03      APPROVAL OF THE 2008 KEY EXECUTIVE OFFICERS BONUS          Management   For          For
        PLAN.


- --------------------------------------------------------------------------------
UST INC.

SECURITY        902911106           MEETING TYPE   Special
TICKER SYMBOL   UST                 MEETING DATE   04-Dec-2008
ISIN            US9029111062        AGENDA         932969869 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF                Management   For          For
        MERGER, DATED AS OF SEPTEMBER 7, 2008, BY AND
        AMONG UST INC., ALTRIA GROUP, INC., AND ARMCHAIR
        SUB, INC., AS AMENDED, AND APPROVE THE MERGER
        CONTEMPLATED THEREBY.
02      PROPOSAL TO APPROVE THE ADJOURNMENT OR                     Management   For          For
        POSTPONEMENT OF THE MEETING, IF NECESSARY OR
        APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
        MEETING TO ADOPT THE AGREEMENT AND PLAN OF
        MERGER, AS AMENDED, AND APPROVE THE MERGER.


- --------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION

SECURITY        060505104           MEETING TYPE   Special
TICKER SYMBOL   BAC                 MEETING DATE   05-Dec-2008
ISIN            US0605051046        AGENDA         932970343 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF            Management   For          For
        BANK OF AMERICA COMMON STOCK AS CONTEMPLATED
        BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
        SEPTEMBER 15, 2008, BY AND BETWEEN MERRILL LYNCH &
        CO., INC. AND BANK OF AMERICA CORPORATION, AS SUCH
        AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02      A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003             Management   Against      Against
        KEY ASSOCIATE STOCK PLAN, AS AMENDED AND
        RESTATED.
03      A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK OF            Management   For          For
        AMERICA AMENDED AND RESTATED CERTIFICATE OF
        INCORPORATION TO INCREASE THE NUMBER OF
        AUTHORIZED SHARES OF BANK OF AMERICA COMMON
        STOCK FROM 7.5 BILLION TO 10 BILLION.
04      A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE               Management   For          For
        SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
        SOLICIT ADDITIONAL PROXIES, IN THE EVENT THAT THERE
        ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
        MEETING TO APPROVE THE FOREGOING PROPOSALS.


- --------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC.

SECURITY        590188108           MEETING TYPE   Special
TICKER SYMBOL   MER                 MEETING DATE   05-Dec-2008
ISIN            US5901881087        AGENDA         932971434 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED              Management   For          For
        AS OF SEPTEMBER 15, 2008, BY AND BETWEEN MERRILL
        LYNCH & CO., INC. AND BANK OF AMERICA CORPORATION
02      APPROVE THE AMENDMENT TO THE RESTATED                      Management   For          For
        CERTIFICATE OF INCORPORATION OF MERRILL LYNCH &
        CO., INC.
03      APPROVE ADJOURNMENT OF THE SPECIAL MEETING, IF             Management   For          For
        NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
        PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT
        VOTES AT THE TIME OF THE SPECIAL MEETING FOR THE
        FOREGOING PROPOSALS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                15


- --------------------------------------------------------------------------------
TRANSOCEAN INC

SECURITY        G90073100           MEETING TYPE   Special
TICKER SYMBOL   RIG                 MEETING DATE   08-Dec-2008
ISIN            KYG900731004        AGENDA         932973173 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE MERGER TRANSACTION TO BE                   Management   For          For
        EFFECTED BY THE SCHEMES OF ARRANGEMENT,
        ATTACHED TO THE ACCOMPANYING PROXY STATEMENT
        AS ANNEX B.
02      APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO           Management   For          For
        A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
        TO APPROVE THE MERGER TRANSACTION.


- --------------------------------------------------------------------------------
KOREA ELECTRIC POWER CORPORATION

SECURITY        500631106           MEETING TYPE   Special
TICKER SYMBOL   KEP                 MEETING DATE   08-Dec-2008
ISIN            US5006311063        AGENDA         932981409 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      SELECTION OF A FULL-TIME DIRECTOR (SANGIM-ISA IN           Management   For          For
        KOREAN) KANG, SEONG-CHUL
02      SELECTION OF AN AUDIT COMMITTEE MEMBER WHO IS A            Management   For          For
        FULL-TIME DIRECTOR (SANGIM-ISA IN KOREAN) KANG,
        SEONG-CHUL
3A      SELECTION OF AUDIT COMMITTEE MEMBERS WHO ARE               Management   For
        NON-FULL-TIME DIRECTORS (BISANGIM-ISA IN KOREAN)
        KIM, SUN-JIN
3B      SELECTION OF AUDIT COMMITTEE MEMBERS WHO ARE               Management   For
        NON-FULL-TIME DIRECTORS (BISANGIM-ISA IN KOREAN)
        KIM, JUNG-KOOK
04      APPROVAL OF THE LIMIT ON THE COMPENSATION OF               Management   For          For
        DIRECTORS
05      APPROVAL OF THE LIMIT ON THE COMPENSATION OF               Management   For          For
        AUDIT COMMITTEE MEMBERS


- --------------------------------------------------------------------------------
COPART, INC.

SECURITY        217204106           MEETING TYPE   Annual
TICKER SYMBOL   CPRT                MEETING DATE   11-Dec-2008
ISIN            US2172041061        AGENDA         932972993 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIS J. JOHNSON                                                  For          For
        2    A. JAYSON ADAIR                                                    For          For
        3    JAMES E. MEEKS                                                     For          For
        4    STEVEN D. COHAN                                                    For          For
        5    DANIEL J. ENGLANDER                                                For          For
        6    BARRY ROSENSTEIN                                                   For          For
        7    THOMAS W. SMITH                                                    For          For
02      RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS             Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE COMPANY FOR THE FISCAL YEAR ENDING JULY
        31, 2009.


- --------------------------------------------------------------------------------
BNP PARIBAS

SECURITY        F1058Q238           MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   BNP.PA              MEETING DATE   19-Dec-2008
ISIN            FR0000131104        AGENDA         701766961 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The followin-g applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will-be
        forwarded to the Global Custodians that have become
        Registered Intermediar-ies, on the Vote Deadline Date. In
        capacity as Registered Intermediary, the Gl-obal
        Custodian will sign the Proxy Card and forward to the
        local custodian. If-you are unsure whether your Global
        Custodian acts as Registered Intermediary,-please contact
        your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY             Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
        OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
1.      Approve the contribution in kind of 98,529,695 Fortis      Management   For          For
        Banque shares by SFPI
2.      Approve the contribution in kind of 263,586,083 Fortis     Management   For          For
        Banque Luxembourg shares by Grand Duchy of Luxembourg
3.      Grant authority to increase the capital of up to 10% of    Management   For          For
        issued capital for future acquisitions
4.      Grant authority for filing of required documents/other     Management   For          For
        formalities




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                16


- --------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC.

SECURITY        693475105           MEETING TYPE   Special
TICKER SYMBOL   PNC                 MEETING DATE   23-Dec-2008
ISIN            US6934751057        AGENDA         932981257 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF            Management   For          For
        PNC COMMON STOCK AS CONTEMPLATED BY THE
        AGREEMENT AND PLAN OF MERGER, DATED AS OF
        OCTOBER 24, 2008, BY AND BETWEEN THE PNC FINANCIAL
        SERVICES GROUP, INC. AND NATIONAL CITY
        CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED
        FROM TIME TO TIME.
02      A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE               Management   For          For
        SPECIAL MEETING OF SHAREHOLDERS, IF NECESSARY OR
        APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IN THE
        EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE
        TIME OF THE SPECIAL MEETING OF SHAREHOLDERS TO
        APPROVE THE FOREGOING PROPOSAL.


- --------------------------------------------------------------------------------
ACUITY BRANDS, INC.

SECURITY        00508Y102           MEETING TYPE   Annual
TICKER SYMBOL   AYI                 MEETING DATE   08-Jan-2009
ISIN            US00508Y1029        AGENDA         932977703 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    PETER C. BROWNING***                                               For          For
        2    JOHN L. CLENDENIN***                                               For          For
        3    RAY M. ROBINSON***                                                 For          For
        4    GORDON D. HARNETT**                                                For          For
        5    GEORGE C. (JACK) GUYNN*                                            For          For
02      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM


- --------------------------------------------------------------------------------
ZEP INC

SECURITY        98944B108           MEETING TYPE   Annual
TICKER SYMBOL   ZEP                 MEETING DATE   08-Jan-2009
ISIN            US98944B1089        AGENDA         932977741 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    J. VERONICA BIGGINS                                                For          For
        2    O.B. GRAYSON HALL, JR.                                             For          For
02      VOTE TO APPROVE THE ZEP INC. MANAGEMENT                    Management   For          For
        COMPENSATION AND INCENTIVE PLAN
03      VOTE TO RATIFY THE APPOINTMENT OF THE INDEPENDENT          Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
GRUPO BIMBO SAB DE CV, MEXICO

SECURITY        P4949B104           MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   GRBMF.PK            MEETING DATE   14-Jan-2009
ISIN            MXP495211262        AGENDA         701787496 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING           Non-Voting
        ID 525490 DUE TO CHANGE IN VO-TING STATUS. THE
        PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL
        NEED TO INS-TRUCT ON THIS MEETING NOTICE. THANK
        YOU.
1.      Approve the acquisition of the bakery business of Weston   Management   For          For
        Foods, Inc., as a unit, together with certain assets,
        liabilities, trademarks, inventory and accounts
        receivable and related operations
2.      Approve the designation of special delegates               Management   For          For


- --------------------------------------------------------------------------------
WALGREEN CO.

SECURITY        931422109           MEETING TYPE   Annual
TICKER SYMBOL   WAG                 MEETING DATE   14-Jan-2009
ISIN            US9314221097        AGENDA         932978046 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM C. FOOTE                                                   For          For
        2    MARK P. FRISSORA                                                   For          For
        3    ALAN G. MCNALLY                                                    For          For
        4    CORDELL REED                                                       For          For
        5    NANCY M. SCHLICHTING                                               For          For
        6    DAVID Y. SCHWARTZ                                                  For          For
        7    ALEJANDRO SILVA                                                    For          For
        8    JAMES A. SKINNER                                                   For          For
        9    MARILOU M. VON FERSTEL                                             For          For
        10   CHARLES R. WALGREEN III                                            For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.
03      TO AMEND THE WALGREEN CO. 1982 EMPLOYEES STOCK             Management   For          For
        PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
        OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
        THE PLAN.
04      SHAREHOLDER PROPOSAL THAT THE CHAIRMAN OF THE              Shareholder  Against      For
        BOARD BE AN INDEPENDENT DIRECTOR WHO HAS NOT
        PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF
        WALGREEN CO.
05      SHAREHOLDER PROPOSAL THAT WALGREEN CO.                     Shareholder  Against      For
        SHAREHOLDERS VOTE TO RATIFY THE COMPENSATION OF
        THE NAMED EXECUTIVE OFFICERS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                17


- --------------------------------------------------------------------------------
MONSANTO COMPANY

SECURITY        61166W101           MEETING TYPE   Annual
TICKER SYMBOL   MON                 MEETING DATE   14-Jan-2009
ISIN            US61166W1018        AGENDA         932980534 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JANICE L. FIELDS                     Management   For          For
1B      ELECTION OF DIRECTOR: HUGH GRANT                           Management   For          For
1C      ELECTION OF DIRECTOR: C. STEVEN MCMILLAN                   Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT J. STEVENS                    Management   For          For
02      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP         Management   For          For
        AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
TIME WARNER INC.

SECURITY        887317105           MEETING TYPE   Special
TICKER SYMBOL   TWX                 MEETING DATE   16-Jan-2009
ISIN            US8873171057        AGENDA         932979670 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      COMPANY PROPOSAL TO (A) AUTHORIZE THE BOARD TO             Management   For          For
        EFFECT PRIOR TO 12/31/09, A REVERSE STOCK SPLIT OF
        THE OUTSTANDING AND TREASURY COMMON STOCK OF
        TIME WARNER, AT A REVERSE STOCK SPLIT RATIO OF
        EITHER 1-FOR-2 OR 1-FOR-3, AND (B) APPROVE
        AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE
        OF INCORPORATION IN THE RELEVANT FORM ATTACHED
        TO THE PROXY STATEMENT TO EFFECT THE REVERSE
        STOCK SPLIT AND TO REDUCE PROPORTIONATELY THE
        TOTAL NUMBER OF SHARES THAT TIME WARNER IS
        AUTHORIZED TO ISSUE, SUBJECT TO THE BOARD'S
        AUTHORITY TO ABANDON SUCH AMENDMENT.


- --------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.

SECURITY        478366107           MEETING TYPE   Annual
TICKER SYMBOL   JCI                 MEETING DATE   21-Jan-2009
ISIN            US4783661071        AGENDA         932983302 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DENNIS W. ARCHER                                                   For          For
        2    RICHARD GOODMAN                                                    For          For
        3    SOUTHWOOD J. MORCOTT                                               For          For
02      RATIFICATION OF PRICEWATERHOUSECOOPERS AS                  Management   For          For
        INDEPENDENT AUDITORS FOR 2009.
03      PROPOSAL REGARDING SURVIVOR BENEFITS.                      Shareholder  Against      For


- --------------------------------------------------------------------------------
SEAT PAGINE GIALLE SPA

SECURITY        T8380H104           MEETING TYPE   MIX
TICKER SYMBOL   PG.MI               MEETING DATE   26-Jan-2009
ISIN            IT0003479638        AGENDA         701791661 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT              Non-Voting
        REACH QUORUM, THERE WILL BE A SE-COND CALL ON 27
        JAN 2009 (AND A THIRD CALL ON 28 JAN 2009).
        CONSEQUENTLY, YOUR-VOTING INSTRUCTIONS WILL
        REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
        AMEN-DED. PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE QUORUM-IS MET OR
        THE MEETING IS CANCELLED. THANK YOU.
A.1     Appoint 1 Director in compliance with Article 2364 No. 2   Management   No Action
        of the Italian Civil Code
E.1     Approve to eliminate nominal value of ordinary and saving  Management   No Action
        shares consequent and related amendments to the Bylaws,
        related and consequential resolutions
E.2     Approve to reverse split of ordinary and saving currently  Management   No Action
        circulating shares at a rate of 1 new ordinary or saving
        shares every 200 ordinary or saving owned shares, with
        annulment, for reconcilement purposes only, of No. 96
        ordinary shares and No. 186 saving shares and consequent
        corporate capital reduction of EUR 8.46 equal to the
        number of shares to be annulled, related and
        consequential resolutions and amend the Bylaws
E.3     Approve the Rights issue in favour of the shareholders in  Management   No Action
        compliance with Articles 2441 of the Italian Civil Code
        through issuance of ordinary shares for a maximum amount
        of EUR 200.000.000,00, related and consequential
        resolutions and amend the Bylaws
E.4     Amend the Article 14 of the Bylaws - structure of the      Management   No Action
        Board of Director




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                18


- --------------------------------------------------------------------------------
ENERGIZER HOLDINGS, INC.

SECURITY        29266R108           MEETING TYPE   Annual
TICKER SYMBOL   ENR                 MEETING DATE   26-Jan-2009
ISIN            US29266R1086        AGENDA         932983326 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BILL G. ARMSTRONG                                                  For          For
        2    J. PATRICK MULCAHY                                                 For          For
        3    PAMELA M. NICHOLSON                                                For          For
02      PROPOSAL TO APPROVE 2009 INCENTIVE STOCK PLAN AND          Management   Abstain      Against
        PERFORMANCE CRITERIA.


- --------------------------------------------------------------------------------
BANCO SANTANDER, S.A.

SECURITY        05964H105           MEETING TYPE   Special
TICKER SYMBOL   STD                 MEETING DATE   26-Jan-2009
ISIN            US05964H1059        AGENDA         932991715 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      CAPITAL INCREASE IN THE NOMINAL AMOUNT OF                  Management   For          For
        88,703,857.50 EUROS BY MEANS OF THE ISSUANCE OF
        177,407,715 NEW ORDINARY SHARES HAVING A PAR VALUE
        OF ONE-HALF (0.5) EURO EACH AND AN ISSUANCE
        PREMIUM TO BE DETERMINED BY THE BOARD OF
        DIRECTORS OR, BY DELEGATION, THE EXECUTIVE
        COMMITTEE, ALL AS MORE FULLY DESCRIBED IN THE
        PROXY STATEMENT.
02      AUTHORIZATION OF THE DELIVERY OF 100 SHARES OF THE         Management   For          For
        BANK TO EACH EMPLOYEE OF THE ABBEY NATIONAL PLC.
        SUBGROUP INCORPORATED FROM THE BRADFORD &
        BINGLEY PLC. GROUP, AS A SPECIAL BONUS WITHIN THE
        FRAMEWORK OF THE ACQUISITION OF THE RETAIL
        DEPOSITS AND BRANCH AND DISTRIBUTION NETWORKS OF
        THE BRADFORD & BINGLEY PLC. GROUP.
03      AUTHORIZATION FOR THE BOARD OF DIRECTORS TO                Management   For          For
        INTERPRET, RECTIFY, SUPPLEMENT, EXECUTE AND
        FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
        SHAREHOLDERS AT THE GENERAL MEETING, AS WELL AS
        TO DELEGATE THE POWERS IT RECEIVES FROM THE
        SHAREHOLDERS ACTING AT THE GENERAL MEETING, AND
        GRANT OF POWERS TO CONVERT SUCH RESOLUTIONS
        INTO NOTARIAL INSTRUMENTS.


- --------------------------------------------------------------------------------
CENTURYTEL, INC.

SECURITY        156700106           MEETING TYPE   Special
TICKER SYMBOL   CTL                 MEETING DATE   27-Jan-2009
ISIN            US1567001060        AGENDA         932986790 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF            Management   For          For
        COMMON STOCK OF THE COMPANY IN CONNECTION WITH
        THE MERGER CONTEMPLATED BY THE AGREEMENT AND
        PLAN OF MERGER, DATED AS OF OCTOBER 26, 2008, BY
        AND AMONG EMBARQ CORPORATION, THE COMPANY, AND
        CAJUN ACQUISITION COMPANY, AS SUCH AGREEMENT
        MAY BE AMENDED FROM TIME TO TIME.
02      A PROPOSAL TO AMEND THE AMENDED AND RESTATED               Management   For          For
        ARTICLES OF INCORPORATION OF THE COMPANY TO
        ELIMINATE THE RIGHTS OF PERSONS WHO HAVE
        CONTINUOUSLY OWNED SHARES OF COMMON STOCK
        SINCE MAY 30, 1987 TO TEN VOTES PER SHARE OF SUCH
        STOCK AND TO PROVIDE INSTEAD THAT ALL HOLDERS OF
        COMMON STOCK WILL BE ENTITLED TO ONE VOTE PER
        SHARE.
03      A PROPOSAL TO AMEND THE AMENDED AND RESTATED               Management   For          For
        ARTICLES OF INCORPORATION OF THE COMPANY TO
        INCREASE THE AUTHORIZED NUMBER OF SHARES OF
        CENTURYTEL COMMON STOCK FROM 350,000,000 TO
        800,000,000.
04      A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE               Management   For          For
        MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
        PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE
        PROPOSAL TO ISSUE COMMON STOCK OF THE COMPANY
        IN CONNECTION WITH THE MERGER.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                19


- --------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION

SECURITY        22160K105           MEETING TYPE   Annual
TICKER SYMBOL   COST                MEETING DATE   28-Jan-2009
ISIN            US22160K1051        AGENDA         932985623 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JAMES D. SINEGAL                                                   For          For
        2    JEFFREY H. BROTMAN                                                 For          For
        3    RICHARD A. GALANTI                                                 For          For
        4    DANIEL J. EVANS                                                    For          For
        5    JEFFREY S. RAIKES                                                  For          For
02      RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.         Management   For          For


- --------------------------------------------------------------------------------
MUELLER WATER PRODUCTS INC.

SECURITY        624758207           MEETING TYPE   Annual
TICKER SYMBOL   MWAB                MEETING DATE   28-Jan-2009
ISIN            US624758207         AGENDA         932985659 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DONALD N. BOYCE                                                    For          For
        2    HOWARD L. CLARK, JR.                                               For          For
        3    GREGORY E. HYLAND                                                  For          For
        4    JERRY W. KOLB                                                      For          For
        5    JOSEPH B. LEONARD                                                  For          For
        6    MARK J. O'BRIEN                                                    For          For
        7    BERNARD G. RETHORE                                                 For          For
        8    NEIL A. SPRINGER                                                   For          For
        9    LYDIA W. THOMAS                                                    For          For
        10   MICHAEL T. TOKARZ                                                  For          For
02      TO APPROVE THE CONVERSION OF ALL OUTSTANDING               Management   For          For
        SHARES OF SERIES B COMMON STOCK INTO SHARES OF
        SERIES A COMMON STOCK.
03      TO APPROVE THE AMENDMENT TO THE AMENDED AND                Management   Against      Against
        RESTATED 2006 STOCK INCENTIVE PLAN.
04      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FISCAL 2009.


- --------------------------------------------------------------------------------
SOVEREIGN BANCORP, INC.

SECURITY        845905108           MEETING TYPE   Special
TICKER SYMBOL   SOV                 MEETING DATE   28-Jan-2009
ISIN            US8459051087        AGENDA         932987172 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE AND ADOPT THE TRANSACTION AGREEMENT,            Management   For          For
        DATED AS OF OCTOBER 13, 2008, BETWEEN SOVEREIGN
        BANCORP, INC. AND BANCO SANTANDER, S.A.
02      TO APPROVE AN ADJOURNMENT OF THE SPECIAL                   Management   For          For
        MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
        PROXIES.


- --------------------------------------------------------------------------------
ASHLAND INC.

SECURITY        044209104           MEETING TYPE   Annual
TICKER SYMBOL   ASH                 MEETING DATE   29-Jan-2009
ISIN            US0442091049        AGENDA         932983580 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROGER W. HALE*                                                     For          For
        2    VADA O. MANAGER*                                                   For          For
        3    GEORGE A SCHAEFER, JR.*                                            For          For
        4    JOHN F. TURNER*                                                    For          For
        5    MARK C. ROHR**                                                     For          For
02      RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS              Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
        FISCAL 2009.
03      APPROVAL OF AMENDMENT TO ARTICLES OF                       Management   For          For
        INCORPORATION TO PROVIDE FOR MAJORITY VOTING FOR
        ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS.


- --------------------------------------------------------------------------------
ARVINMERITOR, INC.

SECURITY        043353101           MEETING TYPE   Annual
TICKER SYMBOL   ARM                 MEETING DATE   30-Jan-2009
ISIN            US0433531011        AGENDA         932983922 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DAVID W. DEVONSHIRE                                                For          For
        2    VICTORIA B. JACKSON                                                For          For
        3    JAMES E. MARLEY                                                    For          For
02      APPROVAL OF THE SELECTION OF DELOITTE & TOUCHE             Management   For          For
        LLP AS AUDITORS OF THE COMPANY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                20


- --------------------------------------------------------------------------------
BECTON, DICKINSON AND COMPANY

SECURITY        075887109           MEETING TYPE   Annual
TICKER SYMBOL   BDX                 MEETING DATE   03-Feb-2009
ISIN            US0758871091        AGENDA         932987007 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    C.M. FRASER-LIGGETT                                                For          For
        2    E.J. LUDWIG                                                        For          For
        3    W.J. OVERLOCK, JR.                                                 For          For
        4    B.L. SCOTT                                                         For          For
02      RATIFICATION OF SELECTION OF INDEPENDENT                   Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.
03      AMENDMENT TO BD'S RESTATED CERTIFICATE OF                  Management   For          For
        INCORPORATION.
04      AMENDMENT TO THE 2004 EMPLOYEE AND DIRECTOR                Management   Against      Against
        EQUITY-BASED COMPENSATION PLAN.
05      APPROVAL OF MATERIAL TERMS OF PERFORMANCE                  Management   For          For
        GOALS.
06      SPECIAL SHAREHOLDER MEETINGS.                              Shareholder  Against      For
07      CUMULATIVE VOTING.                                         Shareholder  Against      For


- --------------------------------------------------------------------------------
ROCKWELL AUTOMATION, INC.

SECURITY        773903109           MEETING TYPE   Annual
TICKER SYMBOL   ROK                 MEETING DATE   04-Feb-2009
ISIN            US7739031091        AGENDA         932985116 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
A       DIRECTOR                                                   Management
        1    BETTY C. ALEWINE                                                   For          For
        2    VERNE G. ISTOCK                                                    For          For
        3    DONALD R. PARFET                                                   For          For
        4    DAVID B. SPEER                                                     For          For
B       TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP          Management   For          For
        AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
ATMOS ENERGY CORPORATION

SECURITY        049560105           MEETING TYPE   Annual
TICKER SYMBOL   ATO                 MEETING DATE   04-Feb-2009
ISIN            US0495601058        AGENDA         932986308 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    RUBEN E. ESQUIVEL**                                                For          For
        2    RICHARD W. CARDIN*                                                 For          For
        3    THOMAS C. MEREDITH*                                                For          For
        4    NANCY K. QUINN*                                                    For          For
        5    STEPHEN R. SPRINGER*                                               For          For
        6    RICHARD WARE II*                                                   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FISCAL 2009.
03      SHAREHOLDER PROPOSAL REGARDING                             Shareholder  Against      For
        DECLASSIFICATION OF BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
LANDAUER, INC.

SECURITY        51476K103           MEETING TYPE   Annual
TICKER SYMBOL   LDR                 MEETING DATE   05-Feb-2009
ISIN            US51476K1034        AGENDA         932986322 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    STEPHEN C. MITCHELL                                                For          For
        2    THOMAS M. WHITE                                                    For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
        FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                21


- --------------------------------------------------------------------------------
TYSON FOODS, INC.

SECURITY        902494103           MEETING TYPE   Annual
TICKER SYMBOL   TSN                 MEETING DATE   06-Feb-2009
ISIN            US9024941034        AGENDA         932987716 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DON TYSON                                                          For          For
        2    JOHN TYSON                                                         For          For
        3    RICHARD L. BOND                                                    For          For
        4    LLOYD V. HACKLEY                                                   For          For
        5    JIM KEVER                                                          For          For
        6    KEVIN M. MCNAMARA                                                  For          For
        7    BRAD T. SAUER                                                      For          For
        8    JO ANN R. SMITH                                                    For          For
        9    BARBARA A. TYSON                                                   For          For
        10   ALBERT C. ZAPANTA                                                  For          For
02      TO RATIFY THE SELECTION OF ERNST & YOUNG LLP,              Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
        AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTANT FOR THE FISCAL YEAR ENDING OCTOBER 3,
        2009.
03      TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL 1            Shareholder  Against      For
        REGARDING DISCLOSURE OF GREENHOUSE EMISSIONS.
04      TO CONSIDER AND ACT UPON SHAREHOLDER PROPOSAL 2            Shareholder  Against      For
        REGARDING USE OF GESTATION CRATES.


- --------------------------------------------------------------------------------
MORGAN STANLEY

SECURITY        617446448           MEETING TYPE   Special
TICKER SYMBOL   MS                  MEETING DATE   09-Feb-2009
ISIN            US6174464486        AGENDA         932990989 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE THE CONVERSION TERMS OF MORGAN                  Management   For          For
        STANLEY'S SERIES B NON-CUMULATIVE NON-VOTING
        PERPETUAL CONVERTIBLE PREFERRED STOCK, THE
        ISSUANCE OF MORGAN STANLEY'S COMMON STOCK
        PURSUANT TO SUCH TERMS AND POTENTIAL EQUITY
        ISSUANCES CONTEMPLATED BY INVESTOR AGREEMENT,
        DATED AS OF OCTOBER 13, 2008, AS AMENDED, BY AND
        BETWEEN MORGAN STANLEY AND MITSUBISHI UFJ
        FINANCIAL GROUP, INC.
02      TO APPROVE THE ADJOURNMENT OF THE SPECIAL                  Management   For          For
        MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
        ADDITIONAL PROXIES IF (A) THERE ARE INSUFFICIENT
        VOTES AT THE TIME OF THE SPECIAL MEETING TO
        APPROVE PROPOSAL 1 OR (B) A QUORUM IS NOT PRESENT
        AT THE TIME OF THE SPECIAL MEETING.


- --------------------------------------------------------------------------------
ROCKWELL COLLINS, INC.

SECURITY        774341101           MEETING TYPE   Annual
TICKER SYMBOL   COL                 MEETING DATE   10-Feb-2009
ISIN            US7743411016        AGENDA         932987019 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    A.J. CARBONE                                                       For          For
        2    C.M. JONES                                                         For          For
        3    C.L. SHAVERS                                                       For          For
02      FOR THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR          Management   For          For
        AUDITORS FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
INGLES MARKETS, INCORPORATED

SECURITY        457030104           MEETING TYPE   Annual
TICKER SYMBOL   IMKTA               MEETING DATE   10-Feb-2009
ISIN            US4570301048        AGENDA         932988201 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    FRED D. AYERS                                                      For          For
        2    JOHN O. POLLARD                                                    For          For
02      STOCKHOLDER PROPOSAL CONCERNING SEVERANCE                  Shareholder  Against      For
        AGREEMENTS THE DIRECTORS ARE REQUESTED TO
        AMEND THE COMPANYS BYLAWS TO REQUIRE
        SHAREHOLDER APPROVAL OF FUTURE GOLDEN
        PARACHUTES OR SEVERANCE AGREEMENTS WITH SENIOR
        EXECUTIVES THAT PROVIDE BENEFITS IN AN AMOUNT
        EXCEEDING 2.99 TIMES THE SUM OF THE EXECUTIVES
        BASE SALARY PLUS BONUS.
03      STOCKHOLDER PROPOSAL REGARDING ANIMAL WELFARE              Shareholder  Against      For
        PROGRESS REPORT RESOLVED THAT SHAREHOLDERS
        REQUEST THAT THE BOARD OF DIRECTORS ISSUE A
        REPORT DETAILING ANY PROGRESS MADE TOWARD
        ADOPTING ANIMAL WELFARE POLICIES PERTAINING TO
        THE PURCHASING OF PORK, EGGS, AND POULTRY.  THE
        REPORT SHOULD BE PREPARED BY AUGUST 2009 AND
        SHOULD EXCLUDE PROPRIETARY INFORMATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                22


- --------------------------------------------------------------------------------
BCE INC.

SECURITY        05534B760           MEETING TYPE   Annual
TICKER SYMBOL   BCE                 MEETING DATE   17-Feb-2009
ISIN            CA05534B7604        AGENDA         932992274 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    A. BERARD                                                          For          For
        2    R.A. BRENNEMAN                                                     For          For
        3    G.A. COPE                                                          For          For
        4    A.S. FELL                                                          For          For
        5    D. SOBLE KAUFMAN                                                   For          For
        6    B.M. LEVITT                                                        For          For
        7    E.C. LUMLEY                                                        For          For
        8    T.C. O'NEILL                                                       For          For
        9    J.A. PATTISON                                                      For          For
        10   P.M. TELLIER                                                       For          For
        11   V.L. YOUNG                                                         For          For
02      DELOITTE & TOUCHE LLP AS AUDITORS                          Management   For          For
03      SHAREHOLDER PROPOSAL NO. 1                                 Shareholder  Against      For
04      SHAREHOLDER PROPOSAL NO. 2                                 Shareholder  Against      For
05      SHAREHOLDER PROPOSAL NO. 3                                 Shareholder  Against      For
06      SHAREHOLDER PROPOSAL NO. 4                                 Shareholder  Against      For
07      SHAREHOLDER PROPOSAL NO. 5                                 Shareholder  Against      For
08      SHAREHOLDER PROPOSAL NO. 6                                 Shareholder  Against      For
09      SHAREHOLDER PROPOSAL NO. 7                                 Shareholder  Against      For
10      SHAREHOLDER PROPOSAL NO. 8                                 Shareholder  Against      For
11      SHAREHOLDER PROPOSAL NO. 9                                 Shareholder  Against      For


- --------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION

SECURITY        63934E108           MEETING TYPE   Annual
TICKER SYMBOL   NAV                 MEETING DATE   17-Feb-2009
ISIN            US63934E1082        AGENDA         932992402 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    Y. MARC BELTON                                                     For          For
        2    TERRY M. ENDSLEY                                                   For          For
        3    MICHAEL N. HAMMES                                                  For          For
02      VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR            Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03      VOTE TO APPROVE THE MATERIAL TERMS OF THE                  Management   For          For
        MEASUREMENTS AND GOALS SET FORTH IN OUR 2004
        PERFORMANCE INCENTIVE PLAN.


- --------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD.

SECURITY        G95089101           MEETING TYPE   Special
TICKER SYMBOL   WFT                 MEETING DATE   17-Feb-2009
ISIN            BMG950891017        AGENDA         932993389 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED             Management   For          For
        TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.
02      APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO           Management   For          For
        A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
        TO APPROVE THE SCHEME OF ARRANGEMENT.


- --------------------------------------------------------------------------------
TD AMERITRADE HOLDING CORPORATION

SECURITY        87236Y108           MEETING TYPE   Annual
TICKER SYMBOL   AMTD                MEETING DATE   18-Feb-2009
ISIN            US87236Y1082        AGENDA         932988162 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    W. EDMUND CLARK*                                                   For          For
        2    MARK L. MITCHELL*                                                  For          For
        3    JOSEPH H. MOGLIA**                                                 For          For
        4    THOMAS S. RICKETTS*                                                For          For
        5    FREDRIC J. TOMCZYK*                                                For          For
02      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.             Management   For          For
        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
        LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2009.
03      TO VOTE, IN HIS OR HER DISCRETION, UPON ANY OTHER          Management   For          For
        BUSINESS THAT MAY PROPERLY COME BEFORE THE
        ANNUAL MEETING OR ANY POSTPONEMENT OR
        ADJOURNMENT THEREOF. MANAGEMENT IS NOT AWARE
        OF ANY OTHER MATTERS THAT SHOULD COME BEFORE
        THE ANNUAL MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                23


- --------------------------------------------------------------------------------
NOVARTIS AG

SECURITY        66987V109           MEETING TYPE   Annual
TICKER SYMBOL   NVS                 MEETING DATE   24-Feb-2009
ISIN            US66987V1098        AGENDA         932996905 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE ANNUAL REPORT, FINANCIAL                   Management   For          For
        STATEMENTS AND GROUP CONSOLIDATED FINANCIAL
        STATEMENTS FOR THE BUSINESS YEAR 2008
02      DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE             Management   For          For
        BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE
03      APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS            Management   For          For
        AG AS PER BALANCE SHEET AND DECLARATION OF
        DIVIDEND
04      REDUCTION OF SHARE CAPITAL                                 Management   For          For
5A      AMENDMENTS TO THE ARTICLES OF INCORPORATION -              Management   Against      For
        INTRODUCTION OF A CONSULTATIVE VOTE ON THE
        REMUNERATION REPORT
5B      AMENDMENTS TO THE ARTICLES OF INCORPORATION -              Management   For          For
        PURPOSE
5C      AMENDMENTS TO THE ARTICLES OF INCORPORATION -              Management   For          For
        AUDITORS
6BA     RE-ELECTION OF PROF. SRIKANT M. DATAR PH.D. FOR A          Management   For          For
        THREE-YEAR TERM
6BB     RE-ELECTION OF ANDREAS VON PLANTA PH.D. FOR A              Management   For          For
        THREE-YEAR TERM
6BC     RE-ELECTION OF DR.-ING. WENDELIN WIEDEKING FOR A           Management   For          For
        THREE-YEAR TERM
6BD     RE-ELECTION OF PROF. ROLF M. ZINKERNAGEL M.D. FOR A        Management   For          For
        THREE-YEAR TERM
6C      ELECTION OF PROF. WILLIAM BRODY, M.D., PH.D. FOR A         Management   For          For
        THREE-YEAR TERM
07      APPOINTMENT OF THE AUDITOR                                 Management   For          For
08      ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED              Management   For          For
        AT THE MEETING


- --------------------------------------------------------------------------------
DEERE & COMPANY

SECURITY        244199105           MEETING TYPE   Annual
TICKER SYMBOL   DE                  MEETING DATE   25-Feb-2009
ISIN            US2441991054        AGENDA         932992185 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CRANDALL C. BOWLES                   Management   For          For
1B      ELECTION OF DIRECTOR: VANCE D. COFFMAN                     Management   For          For
1C      ELECTION OF DIRECTOR: CLAYTON M. JONES                     Management   For          For
1D      ELECTION OF DIRECTOR: THOMAS H. PATRICK                    Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FISCAL 2009
03      STOCKHOLDER PROPOSAL #1 - ANNUAL ELECTION OF               Management   For          For
        DIRECTORS
04      STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON                 Shareholder  Against      For
        EXECUTIVE COMPENSATION
05      STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO AND            Shareholder  Against      For
        CHAIRMAN RESPONSIBILITIES


- --------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY

SECURITY        459902102           MEETING TYPE   Annual
TICKER SYMBOL   IGT                 MEETING DATE   03-Mar-2009
ISIN            US4599021023        AGENDA         932992161 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROBERT A. BITTMAN                                                  For          For
        2    RICHARD R. BURT                                                    For          For
        3    PATTI S. HART                                                      For          For
        4    ROBERT A. MATHEWSON                                                For          For
        5    THOMAS J. MATTHEWS                                                 For          For
        6    ROBERT MILLER                                                      For          For
        7    FREDERICK B. RENTSCHLER                                            For          For
        8    DAVID E. ROBERSON                                                  For          For
02      APPROVAL OF THE AMENDMENTS TO THE INTERNATIONAL            Management   Against      Against
        GAME TECHNOLOGY 2002 STOCK INCENTIVE PLAN.
03      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS IGT'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        SEPTEMBER 30, 2009.
04      ELECTION OF PHILIP G. SATRE TO THE BOARD OF                Management   For          For
        DIRECTORS. "AN "AGAINST" VOTE ON ITEM 4 WILL BE
        TREATED AS A WITHHOLD VOTE WITH RESPECT TO PHILIP
        G. SATRE."


- --------------------------------------------------------------------------------
PIEDMONT NATURAL GAS COMPANY, INC.

SECURITY        720186105           MEETING TYPE   Annual
TICKER SYMBOL   PNY                 MEETING DATE   06-Mar-2009
ISIN            US7201861058        AGENDA         932992438 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
A       DIRECTOR                                                   Management
        1    E. JAMES BURTON                                                    For          For
        2    JOHN W. HARRIS                                                     For          For
        3    AUBREY B. HARWELL, JR.                                             For          For
        4    DAVID E. SHI                                                       For          For
B       RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE           Management   For          For
        LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR FISCAL YEAR 2009
C       APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES            Management   For          For
        OF INCORPORATION TO ELIMINATE CLASSIFICATION OF
        THE COMPANY'S BOARD OF DIRECTORS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                24


- --------------------------------------------------------------------------------
THE WALT DISNEY COMPANY

SECURITY        254687106           MEETING TYPE   Annual
TICKER SYMBOL   DIS                 MEETING DATE   10-Mar-2009
ISIN            US2546871060        AGENDA         932990559 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: SUSAN E. ARNOLD                      Management   For          For
1B      ELECTION OF DIRECTOR: JOHN E. BRYSON                       Management   For          For
1C      ELECTION OF DIRECTOR: JOHN S. CHEN                         Management   For          For
1D      ELECTION OF DIRECTOR: JUDITH L. ESTRIN                     Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT A. IGER                       Management   For          For
1F      ELECTION OF DIRECTOR: STEVEN P. JOBS                       Management   For          For
1G      ELECTION OF DIRECTOR: FRED H. LANGHAMMER                   Management   For          For
1H      ELECTION OF DIRECTOR: AYLWIN B. LEWIS                      Management   For          For
1I      ELECTION OF DIRECTOR: MONICA C. LOZANO                     Management   For          For
1J      ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT                Management   For          For
1K      ELECTION OF DIRECTOR: JOHN E. PEPPER, JR.                  Management   For          For
1L      ELECTION OF DIRECTOR: ORIN C. SMITH                        Management   For          For
02      TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSE-              Management   For          For
        COOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC
        ACCOUNTANTS FOR 2009.
03      TO APPROVE THE AMENDMENT TO THE AMENDED AND                Management   Against      Against
        RESTATED 2005 STOCK INCENTIVE PLAN.
04      TO APPROVE THE TERMS OF THE AMENDED AND                    Management   For          For
        RESTATED 2002 EXECUTIVE PERFORMANCE PLAN.
05      TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO            Shareholder  Against      For
        POLITICAL CONTRIBUTIONS REPORTING.
06      TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO            Shareholder  Against      For
        DEATH BENEFIT PAYMENTS.
07      TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO            Shareholder  Against      For
        SHAREHOLDER ADVISORY VOTE ON EXECUTIVE
        COMPENSATION.


- --------------------------------------------------------------------------------
LEE ENTERPRISES, INCORPORATED

SECURITY        523768109           MEETING TYPE   Annual
TICKER SYMBOL   LEE                 MEETING DATE   10-Mar-2009
ISIN            US5237681094        AGENDA         932994963 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM E. MAYER                                                   For          For
        2    GREGORY P. SCHERMER                                                For          For
        3    MARK B. VITTERT                                                    For          For
02      TO GRANT THE BOARD OF DIRECTORS THE                        Management   For          For
        DISCRETIONARY AUTHORITY TO EFFECT A REVERSE
        STOCK SPLIT.


- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD

SECURITY        G9143X208           MEETING TYPE   Special
TICKER SYMBOL   TYC                 MEETING DATE   12-Mar-2009
ISIN            BMG9143X2082        AGENDA         932994418 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO CONSIDER AND APPROVE A RESOLUTION TO APPROVE            Management   For          For
        TYCO INTERNATIONAL LTD.'S DISCONTINUANCE FROM
        BERMUDA AS PROVIDED IN SECTION 132G OF THE
        COMPANIES ACT 1981 OF BERMUDA AND THE COMPANY'S
        CHANGE OF DOMICILE TO SCHAFFHAUSEN, SWITZERLAND.
02      TO CONSIDER AND APPROVE A RESOLUTION THAT WILL             Management   For          For
        HAVE THE EFFECT OF INCREASING OUR REGISTERED
        SHARE CAPITAL.
03      TO CONSIDER AND APPROVE THE NAME OF TYCO                   Management   For          For
        INTERNATIONAL LTD.
04      TO CONSIDER AND APPROVE THE CHANGE OF THE                  Management   For          For
        CORPORATE PURPOSE OF TYCO INTERNATIONAL LTD.
05      TO CONSIDER AND APPROVE TYCO INTERNATIONAL LTD.'S          Management   For          For
        PROPOSED SWISS ARTICLES OF ASSOCIATION.
06      TO CONFIRM SWISS LAW AS THE AUTHORITATIVE                  Management   For          For
        LEGISLATION GOVERNING TYCO INTERNATIONAL LTD.
07      TO CONFIRM THE PRINCIPAL PLACE OF BUSINESS OF              Management   For          For
        TYCO INTERNATIONAL LTD. AS SCHAFFHAUSEN,
        SWITZERLAND.
08      TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH AS            Management   For          For
        SPECIAL AUDITOR UNTIL TYCO INTERNATIONAL LTD.'S
        NEXT ANNUAL GENERAL MEETING.
09      TO ELECT DELOITTE AG AS OUR STATUTORY AUDITORS             Management   For          For
        FOR A TERM OF ONE YEAR UNTIL TYCO INTERNATIONAL
        LTD.'S NEXT ANNUAL GENERAL MEETING.
10      TO APPROVE THE PAYMENT OF A DIVIDEND THROUGH A             Management   For          For
        REDUCTION OF REGISTERED CAPITAL.
11      TO APPROVE THE MOTION TO ADJOURN THE MEETING TO            Management   For          For
        A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
        TO APPROVE THE CHANGE OF DOMICILE.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                25


- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD

SECURITY        G9143X208           MEETING TYPE   Annual
TICKER SYMBOL   TYC                 MEETING DATE   12-Mar-2009
ISIN            BMG9143X2082        AGENDA         932994521 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    EDWARD D. BREEN                                                    For          For
        2    TIMOTHY M. DONAHUE                                                 For          For
        3    BRIAN DUPERREAULT                                                  For          For
        4    BRUCE S. GORDON                                                    For          For
        5    RAJIV. L. GUPTA                                                    For          For
        6    JOHN A. KROL                                                       For          For
        7    BRENDAN R. O'NEILL                                                 For          For
        8    WILLIAM S. STAVROPOULOS                                            For          For
        9    SANDRA S. WIJNBERG                                                 For          For
        10   JEROME B. YORK                                                     For          For
        11   R. DAVID YOST                                                      For          For
02      REAPPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO'S           Management   For          For
        INDEPENDENT AUDITORS AND AUTHORIZATION FOR THE
        AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET
        THE AUDITORS' REMUNERATION.
03      AMENDMENTS TO THE COMPANY'S 2004 STOCK AND                 Management   For          For
        INCENTIVE PLAN.


- --------------------------------------------------------------------------------
NATIONAL FUEL GAS COMPANY

SECURITY        636180101           MEETING TYPE   Annual
TICKER SYMBOL   NFG                 MEETING DATE   12-Mar-2009
ISIN            US6361801011        AGENDA         932996347 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    R. DON CASH                                                        For          For
        2    STEPHEN E. EWING                                                   For          For
        3    GEORGE L. MAZANEC                                                  For          For
02      VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS               Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM
03      VOTE TO APPROVE THE 2009 NON-EMPLOYEE DIRECTOR             Management   For          For
        EQUITY COMPENSATION PLAN


- --------------------------------------------------------------------------------
WHOLE FOODS MARKET, INC.

SECURITY        966837106           MEETING TYPE   Annual
TICKER SYMBOL   WFMI                MEETING DATE   16-Mar-2009
ISIN            US9668371068        AGENDA         932994608 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DR. JOHN B. ELSTROTT                                               For          For
        2    GABRIELLE E. GREENE                                                For          For
        3    HASS HASSAN                                                        For          For
        4    STEPHANIE KUGELMAN                                                 For          For
        5    JOHN P. MACKEY                                                     For          For
        6    MORRIS J. SIEGEL                                                   For          For
        7    DR. RALPH Z. SORENSON                                              For          For
        8    W.A. (KIP) TINDELL, III                                            For          For
02      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG,          Management   For          For
        LLP AS INDEPENDENT PUBLIC AUDITOR FOR FISCAL YEAR
        2009.
03      RATIFICATION OF THE AMENDMENT AND RESTATEMENT OF           Management   For          For
        THE COMPANY'S 2007 STOCK INCENTIVE PLAN AS THE 2009
        STOCK INCENTIVE PLAN.
04      RATIFICATION OF THE AMENDMENT OF OUR STOCK                 Management   Against      Against
        INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
        AUTHORIZED FOR ISSUANCE.
05      RATIFICATION OF THE AMENDMENT OF OUR TEAM                  Management   For          For
        MEMBER STOCK PURCHASE PLAN TO INCREASE THE
        NUMBER OF SHARES AUTHORIZED FOR ISSUANCE.
06      SHAREHOLDER PROPOSAL REGARDING SEPARATING THE              Shareholder  Against      For
        ROLES OF COMPANY CHAIRMAN OF THE BOARD AND CEO.
07      SHAREHOLDER PROPOSAL REGARDING COMPANY                     Shareholder  Against      For
        SHAREHOLDER VOTES AND A SIMPLE MAJORITY
        THRESHOLD.
08      SHAREHOLDER PROPOSAL REGARDING                             Shareholder  Against      For
        REINCORPORATING FROM A TEXAS CORPORATION TO A
        NORTH DAKOTA CORPORATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                26


- --------------------------------------------------------------------------------
COVIDIEN LTD.

SECURITY        G2552X108           MEETING TYPE   Annual
TICKER SYMBOL   COV                 MEETING DATE   18-Mar-2009
ISIN            BMG2552X1083        AGENDA         932993377 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CRAIG ARNOLD                         Management   For          For
1B      ELECTION OF DIRECTOR: ROBERT H. BRUST                      Management   For          For
1C      ELECTION OF DIRECTOR: JOHN M. CONNORS, JR.                 Management   For          For
1D      ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN              Management   For          For
1E      ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                   Management   For          For
1F      ELECTION OF DIRECTOR: KATHY J. HERBERT                     Management   For          For
1G      ELECTION OF DIRECTOR: RANDALL J. HOGAN, III                Management   For          For
1H      ELECTION OF DIRECTOR: RICHARD J. MEELIA                    Management   For          For
1I      ELECTION OF DIRECTOR: DENNIS H. REILLEY                    Management   For          For
1J      ELECTION OF DIRECTOR: TADATAKA YAMADA                      Management   For          For
1K      ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO                 Management   For          For
02      APPROVE AMENDED AND RESTATED 2007 STOCK AND                Management   For          For
        INCENTIVE PLAN
03      APPOINTMENT OF INDEPENDENT AUDITORS AND                    Management   For          For
        AUTHORIZATION OF THE AUDIT COMMITTEE TO SET THE
        AUDITORS' REMUNERATION


- --------------------------------------------------------------------------------
OMNOVA SOLUTIONS INC.

SECURITY        682129101           MEETING TYPE   Annual
TICKER SYMBOL   OMN                 MEETING DATE   18-Mar-2009
ISIN            US6821291019        AGENDA         932997135 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    KEVIN M. MCMULLEN                                                  For          For
        2    LARRY B. PORCELLATO                                                For          For
        3    ROBERT A. STEFANKO                                                 For          For
2       RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        NOVEMBER 30, 2009


- --------------------------------------------------------------------------------
FIDELITY SOUTHERN CORPORATION

SECURITY        316394105           MEETING TYPE   Special
TICKER SYMBOL   LION                MEETING DATE   19-Mar-2009
ISIN            US3163941053        AGENDA         932999177 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE THE RESERVATION OF 2,277,790.29 SHARES          Management   For          For
        OF COMMON STOCK ("WARRANT SHARES") FOR ISSUANCE
        UPON THE EXERCISE OF THAT CERTAIN WARRANT DATED
        DECEMBER 19, 2008, ISSUED IN CONNECTION WITH
        FIDELITY SOUTHERN CORPORATION'S PARTICIPATION IN
        THE U.S. TREASURY'S TARP CAPITAL PURCHASE
        PROGRAM. THE NUMBER OF SHARES RESERVED MAY BE
        MODIFIED IN ACCORDANCE WITH TERMS OF WARRANT.
02      TO GRANT MANAGEMENT OF FIDELITY SOUTHERN                   Management   For          For
        CORPORATION THE AUTHORITY TO ADJOURN THE SPECIAL
        MEETING TO ANOTHER TIME AND DATE IN ORDER TO
        ALLOW THE BOARD OF DIRECTORS TO SOLICIT
        ADDITIONAL PROXIES OR ATTENDANCE AT THE SPECIAL
        MEETING.


- --------------------------------------------------------------------------------
IBERDROLA SA

SECURITY        450737101           MEETING TYPE   Annual
TICKER SYMBOL   IBDRY               MEETING DATE   20-Mar-2009
ISIN            US4507371015        AGENDA         933003559 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE            Management   For          For
        INDIVIDUAL ANNUAL FINANCIAL STATEMENTS OF
        IBERDROLA, S.A. (BALANCE SHEET, PROFIT AND LOSS
        STATEMENT, STATEMENT OF CHANGES IN
        SHAREHOLDERS' EQUITY, STATEMENT OF CASH FLOWS,
        AND NOTES) AND OF THE CONSOLIDATED FINANCIAL
        STATEMENTS OF IBERDROLA, S.A. AND ITS SUBSIDIARIES
        (BALANCE SHEET, PROFIT AND LOSS STATEMENT,
        STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY,
        STATEMENT OF CASH FLOWS, AND NOTES) FOR THE
        FISCAL YEAR ENDED ON DECEMBER 31, 2008.
02      EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE            Management   For          For
        PROPOSAL FOR THE ALLOCATION OF PROFITS/LOSSES
        AND THE DISTRIBUTION OF DIVIDENDS FOR THE FISCAL
        YEAR ENDED ON DECEMBER 31, 2008.
03      EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE            Management   For          For
        INDIVIDUAL MANAGEMENT REPORT OF IBERDROLA, S.A.
        AND OF THE CONSOLIDATED MANAGEMENT REPORT OF
        IBERDROLA, S.A. AND ITS SUBSIDIARIES FOR THE FISCAL
        YEAR ENDED ON DECEMBER 31, 2008.
04      EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE            Management   For          For
        MANAGEMENT AND ACTIONS OF THE BOARD OF
        DIRECTORS DURING THE FISCAL YEAR ENDED ON
        DECEMBER 31, 2008.
05      RE-ELECTION OF THE AUDITOR OF THE COMPANY AND OF           Management   For          For
        ITS CONSOLIDATED GROUP FOR FISCAL YEAR 2009.
06      RATIFICATION OF THE INTERIM APPOINTMENT AS                 Management   For          For
        DIRECTOR OF MS. SAMANTHA BARBER TO FILL A
        VACANCY, AS AN EXTERNAL INDEPENDENT DIRECTOR,
        MADE AFTER THE HOLDING OF THE LAST GENERAL
        SHAREHOLDERS' MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                27




                                                                                 
07      AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE          Management   For          For
        EXPRESS POWER OF DELEGATION, FOR THE DERIVATIVE
        ACQUISITION OF THE COMPANY'S OWN SHARES BY THE
        COMPANY ITSELF AND/OR BY ITS SUBSIDIARIES, UP TO A
        MAXIMUM OF FIVE (5%) PERCENT OF THE SHARE CAPITAL,
        PURSUANT TO APPLICABLE LAW, FOR WHICH PURPOSE
        THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
        AT THE GENERAL SHAREHOLDERS' MEETING OF APRIL 17,
        2008 IS HEREBY DEPRIVED OF EFFECT TO THE EXTENT OF
        THE UNUSED AMOUNT.
08      DELEGATION TO THE BOARD OF DIRECTORS, WITH THE             Management   For          For
        EXPRESS POWER OF SUBSTITUTION, FOR A TERM OF FIVE
        (5) YEARS, OF THE POWER TO ISSUE: A) BONDS OR SIMPLE
        DEBENTURES AND OTHER FIXED-INCOME SECURITIES OF
        A LIKE NATURE (OTHER THAN NOTES), AS WELL AS
        PREFERRED STOCK, UP TO A MAXIMUM AMOUNT OF
        TWENTY (20) BILLION EUROS, AND B) NOTES UP TO A
        MAXIMUM AMOUNT, INDEPENDENTLY OF THE FOREGOING,
        OF SIX (6) BILLION EUROS; AND AUTHORIZATION FOR THE
        COMPANY TO GUARANTEE, WITHIN THE LIMITS SET FORTH
        ABOVE, ALL AS MORE FULLY DESCRIBED IN THE PROXY
        STATEMENT.
09      DELEGATION TO THE BOARD OF DIRECTORS, WITH THE             Management   For          For
        EXPRESS POWER OF SUBSTITUTION, FOR A TERM OF FIVE
        (5) YEARS, OF THE POWER TO ISSUE DEBENTURES OR
        BONDS THAT ARE EXCHANGEABLE FOR AND/OR
        CONVERTIBLE INTO SHARES OF THE COMPANY OR OF
        OTHER COMPANIES WITHIN OR OUTSIDE OF ITS GROUP,
        AND WARRANTS ON NEWLY-ISSUED OR OUTSTANDING
        SHARES OF THE COMPANY OR OF OTHER COMPANIES
        WITHIN OR OUTSIDE OF ITS GROUP, ALL AS MORE FULLY
        DESCRIBED IN THE PROXY STATEMENT.
10      AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE          Management   For          For
        EXPRESS POWER OF DELEGATION, TO APPLY FOR THE
        LISTING ON AND DELISTING FROM SPANISH OR FOREIGN,
        OFFICIAL OR UNOFFICIAL, ORGANIZED OR OTHER
        SECONDARY MARKETS OF THE SHARES, DEBENTURES,
        BONDS, NOTES, PREFERRED STOCK OR ANY OTHER
        SECURITIES ISSUED OR TO BE ISSUED, AND TO ADOPT
        SUCH RESOLUTIONS AS MAY BE NECESSARY TO ENSURE
        THE CONTINUED LISTING OF THE SHARES, DEBENTURES
        OR OTHER SECURITIES OF THE COMPANY THAT MAY THEN
        BE OUTSTANDING, ALL AS MORE FULLY DESCRIBED IN THE
        PROXY STATEMENT.
11      AUTHORIZATION TO THE BOARD OF DIRECTORS, WITH THE          Management   For          For
        EXPRESS POWER OF DELEGATION, TO CREATE AND FUND
        ASSOCIATIONS AND FOUNDATIONS, PURSUANT TO
        APPLICABLE LEGAL PROVISIONS, FOR WHICH PURPOSE
        THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS
        AT THE GENERAL SHAREHOLDERS' MEETING OF APRIL 17,
        2008 IS HEREBY DEPRIVED OF EFFECT TO THE EXTENT OF
        THE UNUSED AMOUNT.
12A     AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES            Management   For          For
        23, 28, 34, 36, 37, 38, 45, 46, 47 AND 49 OF TITLE
        II OF THE BY-LAWS.
12B     AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES            Management   For          For
        57 AND 58 OF TITLE IV OF THE BY-LAWS.
13      AMENDMENT OF THE REGULATIONS FOR THE GENERAL               Management   For          For
        SHAREHOLDERS' MEETING AND APPROVAL, IF
        APPLICABLE, OF A NEW RESTATED TEXT OF SUCH
        REGULATIONS FOR THE GENERAL SHAREHOLDERS'
        MEETING.
14      DELEGATION OF POWERS TO FORMALIZE AND EXECUTE              Management   For          For
        ALL RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT
        THE GENERAL SHAREHOLDERS' MEETING, FOR
        CONVERSION THEREOF INTO A PUBLIC INSTRUMENT, AND
        FOR THE INTERPRETATION, CORRECTION AND
        SUPPLEMENTATION THEREOF OR FURTHER ELABORATION
        THEREON UNTIL THE REQUIRED REGISTRATIONS ARE
        MADE.


- --------------------------------------------------------------------------------
COCA-COLA FEMSA, S.A.B DE C.V.

SECURITY        191241108           MEETING TYPE   Special
TICKER SYMBOL   KOF                 MEETING DATE   23-Mar-2009
ISIN            US1912411089        AGENDA         933006822 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      REPORT OF THE BOARD OF DIRECTORS; PRESENTATION             Management   For
        OF THE FINANCIAL STATEMENTS OF COCA-COLA FEMSA,
        S.A.B DE C.V. FOR THE 2008 FISCAL YEAR; REPORT OF THE
        CHIEF EXECUTIVE OFFICER AND THE OPINION OF THE
        BOARD OF DIRECTORS WITH RESPECT TO SUCH REPORT,
        AND THE REPORTS OF THE CHAIRMEN OF THE AUDIT AND
        CORPORATE PRACTICES, ALL AS MORE FULLY DESCRIBED
        IN THE PROXY STATEMENT.
02      REPORT WITH RESPECT TO THE COMPLIANCE OF TAX               Management   For
        OBLIGATIONS, PURSUANT TO ARTICLE 86, SUBSECTION XX
        OF THE INCOME TAX LAW.
03      APPLICATION OF RESULTS, INCLUDING PAYMENT OF CASH          Management   For
        DIVIDEND, IN MEXICAN PESOS, IN AMOUNT OF $0.7278 PER
        EACH SHARE.
04      PROPOSAL TO DETERMINE AS MAXIMUM AMOUNT OF                 Management   For
        RESOURCES TO BE USED FOR SHARE REPURCHASE
        PROGRAM.
05      ELECTION OF PROPRIETARY AND ALTERNATE  MEMBERS             Management   For
        AND SECRETARIES OF THE BOARD OF DIRECTORS,
        QUALIFICATION OF THEIR INDEPENDENCE, IN
        ACCORDANCE WITH THE SECURITIES MARKET LAW.
06      PROPOSAL TO INTEGRATE THE FOLLOWING COMMITTEES:            Management   For
        (I) FINANCE AND PLANNING, (II) AUDIT, AND (III)
        CORPORATE PRACTICES; APPOINTMENT OF THEIR
        RESPECTIVE CHAIRMAN.
07      APPOINTMENT OF DELEGATES FOR THE EXECUTION AND             Management   For
        FORMALIZATION OF THE MEETING'S RESOLUTION.
08      READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.        Management   For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                28


- --------------------------------------------------------------------------------
GENCORP INC.

SECURITY        368682100           MEETING TYPE   Annual
TICKER SYMBOL   GY                  MEETING DATE   25-Mar-2009
ISIN            US3686821006        AGENDA         933003624 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THOMAS A. CORCORAN                                                 For          For
        2    JAMES R. HENDERSON                                                 For          For
        3    WARREN G. LICHTENSTEIN                                             For          For
        4    DAVID A. LORBER                                                    For          For
        5    JAMES H. PERRY                                                     For          For
        6    MARTIN TURCHIN                                                     For          For
        7    ROBERT C. WOODS                                                    For          For
02      RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT          Management   For          For
        OF PRICEWATERHOUSECOOPERS LLP AS THE
        INDEPENDENT AUDITORS OF THE COMPANY.
03      APPROVAL OF THE 2009 EQUITY AND PERFORMANCE                Management   For          For
        INCENTIVE PLAN.


- --------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO S.A.B. DE CV

SECURITY        344419106           MEETING TYPE   Special
TICKER SYMBOL   FMX                 MEETING DATE   25-Mar-2009
ISIN            US3444191064        AGENDA         933008054 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      REPORT OF THE BOARD OF DIRECTORS; PRESENTATION             Management   For
        OF THE FINANCIAL STATEMENTS OF FOMENTO
        ECONOMICO MEXICANO, S.A.B. DE C.V. FOR THE 2008, ALL
        AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02      REPORT WITH RESPECT TO THE COMPLIANCE OF TAX               Management   For
        OBLIGATIONS, PURSUANT TO ARTICLE 86, SUBSECTION XX
        OF THE INCOME TAX LAW.
03      APPLICATION OF THE RESULTS FOR THE 2008 FISCAL             Management   For
        YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND, IN
        MEXICAN PESOS, IN THE AMOUNT OF $0.0807887 PER EACH
        SERIES "B" SHARE, AND $0.100985875 PER EACH SERIES
        "D" SHARE, CORRESPONDING TO $0.4039435 PER "B UNIT"
        AND $0.4847322 PER "BD" UNIT.
04      PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF             Management   For
        RESOURCES TO BE USED FOR THE SHARE REPURCHASE
        PROGRAM, THE AMOUNT OF $3,000,000,000.00 MEXICAN
        PESOS, PURSUANT TO ARTICLE 56 OF THE SECURITIES
        MARKET LAW.
05      ELECTION OF PROPRIETARY AND ALTERNATE MEMBERS              Management   For
        AND SECRETARIES OF THE BOARD, ALL AS MORE FULLY
        DESCRIBED IN THE PROXY STATEMENT.
06      PROPOSAL TO INTEGRATE THE FOLLOWING COMMITTEES:            Management   For
        (I) FINANCE AND PLANNING, (II) AUDIT, AND (III)
        CORPORATE PRACTICES; APPOINTMENT OF THEIR
        RESPECTIVE CHAIRMAN, AND WITH THEIR REMUNERATION.
07      APPOINTMENT OF DELEGATES FOR THE EXECUTION AND             Management   For
        FORMALIZATION OF THE MEETING'S RESOLUTION.
08      READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.        Management   For


- --------------------------------------------------------------------------------
WILLIAM DEMANT HOLDING

SECURITY        K9898W129           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   WILLF.PK            MEETING DATE   26-Mar-2009
ISIN            DK0010268440        AGENDA         701839803 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        IMPORTANT MARKET PROCESSING REQUIREMENT: A                 Non-Voting
        BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
        IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
        VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
        POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
        IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
        CLIENT SERVICE REPRESENTATIVE
1.      Receive the report of the Directors' on the Company's      Management   For          For
        activities during the past FY
2.      Receive and adopt the audited annual report, including     Management   For          For
        the consolidated financial statements
3.      Approve to transfer the profit of DKK 970 million to the   Management   For          For
        Company's reserves to the effect that no dividend will be
        paid
4.      Re-elect Mr. Lars Norby Johansen, Mr. Peter Foss and Mr.   Management   For          For
        Niels B. Christiansen as the Directors; and elect Mr.
        Thomas Hofman- Bang as a new Director
5.      Re-elect Deloitte Statsautoriseret Revisionsaktieselskab   Management   For          For
        as the Auditor
6.a     Amend the Articles of Association allowing the Company to  Management   For          For
        communicate electronically with its shareholders; and
        approve that the requirement to give notice of general
        meetings in nationwide daily papers be removed; the
        amendments will imply that Article 7.4 of the Articles of
        Association will be amended and that a new Article 15 on
        electronic communication will be inserted
6.b     Approve that Article 9.5 of the Articles of Association    Management   For          For
        relating to proxies at general meetings be clarified to
        reflect the Danish Public Companies Act
6.c     Authorize the Board of Directors, until the next AGM, to   Management   For          For
        arrange for the Company to purchase own shares of a
        nominal value of up to 10% of the share capital; the
        purchase price for the shares shall not differ by more
        than 10% from the price quoted on Nasdaq OMX Copenhagen
        A/S at the time of the acquisition
6.d     Authorize the Chairman of the General Meeting to make      Management   For          For
        such additions, alterations or amendments to or in the
        resolutions passed by the general meeting and the
        application for registration thereof to the Danish
        Commerce and Companies Agency [Erhvervs- Og
        Selskabsstyrelsen] as the Agency may require for
        registration
7.      Any other business                                         Non-Voting
        PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT         Non-Voting
        OF ADDITIONAL TEXT IN RESOL-UTION 6A. IF YOU HAVE
        ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
        THIS PR-OXY FORM UNLESS YOU DECIDE TO AMEND YOUR
        ORIGINAL INSTRUCTIONS. THANK YOU.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                29


- --------------------------------------------------------------------------------
SAPPORO HOLDINGS LIMITED

SECURITY        J69413128           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   SBW.MU              MEETING DATE   27-Mar-2009
ISIN            JP3320800000        AGENDA         701829270 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        Please reference meeting materials.                        Non-Voting
1.      Approve Appropriation of Retained Earnings                 Management   For          For
2.      Amend the Articles of Incorporation                        Management   For          For
3.1     Appoint a Director                                         Management   For          For
3.2     Appoint a Director                                         Management   For          For
3.3     Appoint a Director                                         Management   For          For
3.4     Appoint a Director                                         Management   For          For
3.5     Appoint a Director                                         Management   For          For
3.6     Appoint a Director                                         Management   For          For
3.7     Appoint a Director                                         Management   For          For
3.8     Appoint a Director                                         Management   For          For
3.9     Appoint a Director                                         Management   For          For
3.10    Appoint a Director                                         Management   For          For
4.      Appoint a Substitute Corporate Auditor                     Management   For          For
5.      Approve Policy regarding Large-scale Purchases of Company  Management   For          For
        Shares


- --------------------------------------------------------------------------------
BNP PARIBAS

SECURITY        F1058Q238           MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   BNP.PA              MEETING DATE   27-Mar-2009
ISIN            FR0000131104        AGENDA         701830716 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The following-applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will b-e
        forwarded to the Global Custodians that have become
        Registered Intermediarie-s, on the Vote Deadline Date. In
        capacity as Registered Intermediary, the Glob-al
        Custodian will sign the Proxy Card and forward to the
        local custodian. If y-ou are unsure whether your Global
        Custodian acts as Registered Intermediary, p-lease
        contact your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE  Non-Voting
        OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL
        BE TREATED AS AN "AGAINST" VOTE.
1.      Grant authority for the new class of preferred stock       Management   For          For
        [Class B] and amend Bylaws accordingly, subject to
        approval of item 2
2.      Grant authority for the issuance of preferred stock        Management   For          For
        [Class B] in favor of societe de Prise de participation
        de 1'Etat [SPPE] for up to aggregate nominal amount of
        EUR 608,064,070, subject to approval of item 1
3.      Approve the Employee Stock Purchase Plan                   Management   For          For
4.      Grant authority for the capitalization of reserves of up   Management   For          For
        to EUR 1 billion for bonus issue or increase in par
        value, subject to approval of items 1 and 2
5.      Grant authority for the filing of required                 Management   For          For
        documents/other formalities




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                30


- --------------------------------------------------------------------------------
NYSE EURONEXT

SECURITY        629491101           MEETING TYPE   Annual
TICKER SYMBOL   NYX                 MEETING DATE   02-Apr-2009
ISIN            US6294911010        AGENDA         933004032 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ELLYN L. BROWN                                                     For          For
        2    MARSHALL N. CARTER                                                 For          For
        3    PATRICIA M. CLOHERTY                                               For          For
        4    SIR GEORGE COX                                                     For          For
        5    SYLVAIN HEFES                                                      For          For
        6    JAN-MICHIEL HESSELS                                                For          For
        7    DOMINIQUE HOENN                                                    For          For
        8    SHIRLEY ANN JACKSON                                                For          For
        9    JAMES S. MCDONALD                                                  For          For
        10   DUNCAN M. MCFARLAND                                                For          For
        11   JAMES J. MCNULTY                                                   For          For
        12   DUNCAN L. NIEDERAUER                                               For          For
        13   BARON JEAN PETERBROECK                                             For          For
        14   ALICE M. RIVLIN                                                    For          For
        15   RICARDO SALGADO                                                    For          For
        16   JEAN-FRANCOIS THEODORE                                             For          For
        17   RIJNHARD VAN TETS                                                  For          For
        18   SIR BRIAN WILLIAMSON                                               For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS NYSE EURONEXT'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
        THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03      TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING              Shareholder  Against      For
        CERTIFICATED SHARES.
04      TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING              Shareholder  Against      For
        SIMPLE MAJORITY VOTING.


- --------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, ROMA

SECURITY        T92765121           MEETING TYPE   MIX
TICKER SYMBOL   TIT.MI              MEETING DATE   03-Apr-2009
ISIN            IT0001389920        AGENDA         701831833 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT              Non-Voting
        REACH QUORUM, THERE WILL BE A SE-COND CALL ON 06
        APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
        IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
        SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
        THE MEETING IS CANCELLED-. THANK YOU.
O.1     Receive the examination of the balance sheet as of 31 DEC  Management   No Action
        2008, Board of Directors reporting on Management and
        Board of Auditors reporting; relating and consequential
        resolutions
O.2     Appoint the Directors; related and consequential
        resolution                                                 Management   No Action
O.3     Approve the consequential determinations after the         Management   No Action
        suspension of a Statutory Auditor
E.1     Amend the Article 5 [Corporate capital] of Corporate By    Management   No Action
        By laws; related and consequential resolutions


- --------------------------------------------------------------------------------
NOBEL BIOCARE

SECURITY        H5783Q130           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NBHGF.PK            MEETING DATE   06-Apr-2009
ISIN            CH0037851646        AGENDA         701848016 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN            Non-Voting
        THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
        FOR YOUR ACCOU-NTS.
        PLEASE NOTE THAT THE NOTICE FOR THIS MEETING WAS           Non-Voting
        RECEIVED AFTER THE REGISTRATI-ON DEADLINE. IF YOUR
        SHARES WERE REGISTERED PRIOR TO THE DEADLINE OF
        [BOOK CLO-SING/REGISTRATION DEADLINE DATE], YOUR
        VOTING INSTRUCTIONS WILL BE ACCEPTED FO-R THIS
        MEETING. HOWEVER, VOTING INSTRUCTIONS FOR SHARES
        THAT WERE NOT REGISTER-ED PRIOR TO THE
        REGISTRATION DEADLINE WILL NOT BE ACCEPTED.
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING           Non-Voting
        ID 543481 DUE ADDITION OF RES-OLUTIONS. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AND Y-OU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
1.      Approve to propose the Board of Directors, annual report   Management   No Action
        and consolidated financial statements for 2008
2.      Approve the statutory financial statements of Nobel        Management   No Action
        Biocare Holding Ltd for 2008
3.      Approve the appropriate available earnings/dividends for   Management   No Action
        2008 as specified
4.      Grant discharge to the Members of the Board of Directors   Management   No Action
        for their services in the business year 2008
5.1     Re-elect Mr. Stig Eriksson by way of separate election     Management   No Action
        for a 1 year term of office until the next AGM
5.2     Re-elect Mr. Antoine Firmenich by way of separate          Management   No Action
        election for a 1 year term of office until the next AGM
5.3     Re-elect Mr. Edgar Fluri by way of separate election for   Management   No Action
        a 1 year term of office until the next AGM
5.4     Re-elect Mr. Robert lilja by way of separate election for  Management   No Action
        a 1 year term of office until the next AGM
5.5     Re-elect Mrs. Jane Royston by way of separate election     Management   No Action
        for a 1 year term of office until the next AGM
5.6     Re-elect Mr. Rolf Soiron by way of separate election for   Management   No Action
        a 1 year term of office until the next AGM
5.7     Re-elect Mr. Rolf Watter by way of separate election for   Management   No Action
        a 1 year term of office until the next AGM
5.8     Re-elect Mr. Ernst Zaengerle by way of separate election   Management   No Action
        for a 1 year term of office until the next AGM
6.      Re-elect KPMG AG Zurich as Auditor of the business year    Management   No Action
        2009
7.      Authorize the Board of Directors to issue a total maximum  Management   No Action
        of 25,000,000 new shares of follows; authorized share
        capital, so that the Board of Directors is authorized to
        increase the share capital until 06 APR 2011 by an amount
        up to CHF 10,000,000 by issuing up to 25,000,000 fully
        paid-up registered shares with a nominal value of CHF
        0.40 each and; conditional share capital in the amount of
        up to CHF 10,000,000 by issuing up to 25,000,000 fully
        paid-up registered shares with a nominal value of CHF
        0.40 all according to the conditions of the proposed new
        Articles 3b and 3c of the Articles of Incorporation as
        specified
8.      Approve the cancellation of 532,000 shares with a par      Management   No Action
        value of CHF 0.40 each acquired in 2008 with in the scope
        of the repurchase program according to the resolution of
        the Annual General Meeting of 27 MAR 2008, and the
        corresponding reduction of the share capital from CHF
        49,726,612 by CHF 212,800 to CHF 49,513,812 using the
        amount resulting from the reduction to dissolve the
        corresponding reserve for treasury shares; to declare, as
        a result of the audit report prepared in accordance with
        article 732 paragraph 2 of the swiss code of obligations
        that the claims by the creditors are fully covered
        notwithstanding the above reduction of the share capital;
        and; to amend article 3 paragraph 1 of the articles of
        incorporation as follows





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                31


- --------------------------------------------------------------------------------
SEAT PAGINE GIALLE SPA

SECURITY        T8380H120           MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   PG.MI               MEETING DATE   08-Apr-2009
ISIN            IT0004458094        AGENDA         701840301 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN AGM. THANK YOU.                Non-Voting
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT              Non-Voting
        REACH QUORUM, THERE WILL BE A SE-COND CALL ON 09
        APR 2009 AT 11.00AM. CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WI-LL REMAIN VALID FOR ALL CALLS
        UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADV-
        ISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING I-S CANCELLED. THANK
        YOU.
1.      Approve the financial statement of Seat Pagine Gialle SPA  Management   No Action
        YE 31 DEC 2008, Board of Directors reporting on the
        Management related and consequential resolutions
2.      Appoint the Board of Directors and of its Chairman upon    Management   No Action
        determination of the number, the terms of the office and
        resolutions Ex Article 21 of the Company's Bylaws
        [Directors emoluments and refunds], related and
        consequential resolutions
3.      Appoint the Board of Auditors and its Chairman, related    Management   No Action
        emoluments related and consequential resolutions


- --------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION

SECURITY        913017109           MEETING TYPE   Annual
TICKER SYMBOL   UTX                 MEETING DATE   08-Apr-2009
ISIN            US9130171096        AGENDA         933001644 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    LOUIS R. CHENEVERT                                                 For          For
        2    GEORGE DAVID                                                       For          For
        3    JOHN V. FARACI                                                     For          For
        4    JEAN-PIERRE GARNIER                                                For          For
        5    JAMIE S. GORELICK                                                  For          For
        6    CARLOS M. GUTIERREZ                                                For          For
        7    EDWARD A. KANGAS                                                   For          For
        8    CHARLES R. LEE                                                     For          For
        9    RICHARD D. MCCORMICK                                               For          For
        10   HAROLD MCGRAW III                                                  For          For
        11   RICHARD B. MYERS                                                   For          For
        12   H. PATRICK SWYGERT                                                 For          For
        13   ANDRE VILLENEUVE                                                   For          For
        14   CHRISTINE TODD WHITMAN                                             For          For
02      APPOINTMENT OF INDEPENDENT AUDITORS                        Management   For          For
03      SHAREOWNER PROPOSAL: OFFSETS FOR FOREIGN                   Shareholder  Against      For
        MILITARY SALES


- --------------------------------------------------------------------------------
T. ROWE PRICE GROUP, INC.

SECURITY        74144T108           MEETING TYPE   Annual
TICKER SYMBOL   TROW                MEETING DATE   08-Apr-2009
ISIN            US74144T1088        AGENDA         933001961 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: EDWARD C. BERNARD                    Management   For          For
1B      ELECTION OF DIRECTOR: JAMES T. BRADY                       Management   For          For
1C      ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR.              Management   For          For
1D      ELECTION OF DIRECTOR: DONALD B. HEBB, JR.                  Management   For          For
1E      ELECTION OF DIRECTOR: JAMES A.C. KENNEDY                   Management   For          For
1F      ELECTION OF DIRECTOR: BRIAN C. ROGERS                      Management   For          For
1G      ELECTION OF DIRECTOR: DR. ALFRED SOMMER                    Management   For          For
1H      ELECTION OF DIRECTOR: DWIGHT S. TAYLOR                     Management   For          For
1I      ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE                Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS             Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                32


- --------------------------------------------------------------------------------
WADDELL & REED FINANCIAL, INC.

SECURITY        930059100           MEETING TYPE   Annual
TICKER SYMBOL   WDR                 MEETING DATE   08-Apr-2009
ISIN            US9300591008        AGENDA         933005022 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DENNIS E. LOGUE                                                    For          For
        2    RONALD C. REIMER                                                   For          For
02      RATIFICATION OF THE SELECTION OF KPMG LLP AS THE           Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR 2009.
03      STOCKHOLDER PROPOSAL TO REQUIRE AN ADVISORY                Shareholder  Against      For
        VOTE ON EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)

SECURITY        806857108           MEETING TYPE   Annual
TICKER SYMBOL   SLB                 MEETING DATE   08-Apr-2009
ISIN            AN8068571086        AGENDA         933013865 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    P. CAMUS                                                           For          For
        2    J.S. GORELICK                                                      For          For
        3    A. GOULD                                                           For          For
        4    T. ISAAC                                                           For          For
        5    N. KUDRYAVTSEV                                                     For          For
        6    A. LAJOUS                                                          For          For
        7    M.E. MARKS                                                         For          For
        8    L.R. REIF                                                          For          For
        9    T.I. SANDVOLD                                                      For          For
        10   H. SEYDOUX                                                         For          For
        11   L.G. STUNTZ                                                        For          For
02      PROPOSAL TO ADOPT AND APPROVE OF FINANCIALS AND            Management   For          For
        DIVIDENDS.
03      PROPOSAL REGARDING A STOCKHOLDER ADVISORY VOTE             Shareholder  Against      For
        ON NAMED EXECUTIVE OFFICER COMPENSATION.
04      PROPOSAL TO APPROVE OF INDEPENDENT REGISTERED              Management   For          For
        PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS

SECURITY        71654V408           MEETING TYPE   Annual
TICKER SYMBOL   PBR                 MEETING DATE   08-Apr-2009
ISIN            US71654V4086        AGENDA         933032497 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
I       MANAGEMENT REPORT, FINANCIAL STATEMENTS AND                Management   For          For
        AUDIT COMMITTEE'S OPINION FOR THE FISCAL YEAR 2008
II      CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR             Management   For          For
        2009
III     DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2008           Management   For          For
IV      ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS              Management   For          For
V       ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS             Management   For          For
VI      ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR           Management   For          For
        RESPECTIVE SUBSTITUTES
VII     ESTABLISHMENT OF THE COMPENSATION OF                       Management   For          For
        MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
        COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE
        PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE
        COMPANY'S BYLAWS


- --------------------------------------------------------------------------------
A.O. SMITH CORPORATION

SECURITY        831865209           MEETING TYPE   Annual
TICKER SYMBOL   AOS                 MEETING DATE   14-Apr-2009
ISIN            US8318652091        AGENDA         933003460 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM P. GREUBEL                                                 For          For
        2    ROBERT J. O'TOOLE                                                  For          For
        3    IDELLE K. WOLF                                                     For          For
02      PROPOSAL TO APPROVE THE RATIFICATION OF ERNST &            Management   For          For
        YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM OF THE CORPORATION.
03      PROPOSAL TO APPROVE AN AMENDMENT TO THE A.O.               Management   Against      Against
        SMITH COMBINED INCENTIVE COMPENSATION PLAN TO
        INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
        BY 1,250,000.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                33


- --------------------------------------------------------------------------------
A.O. SMITH CORPORATION

SECURITY        831865209           MEETING TYPE   Special
TICKER SYMBOL   AOS                 MEETING DATE   14-Apr-2009
ISIN            US8318652091        AGENDA         933011974 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      PROPOSAL TO ADOPT THE MERGER AGREEMENT,                    Management   For          For
        PURSUANT TO WHICH SICO WILL MERGE WITH AND INTO
        MERGERCO.
02      ADOPT AMENDED CHARTER WHICH PROVIDES FOR: (A)              Management   For          For
        TEMPORARY INCREASE IN AUTHORIZED CLASS A. (B)
        INCREASE IN PERCENTAGE OF MEMBERS OF BOARD
        ELECTED BY COMMON STOCK. (C) SHARES OF CLASS A TO
        CONVERT AUTOMATICALLY INTO COMMON STOCK
        SUBJECT TO CERTAIN EXCEPTIONS. (D) SHARES OF CLASS
        A CONVERT AUTOMATICALLY INTO COMMON STOCK ONCE
        OUTSTANDING SHARES FALL BELOW 2,397,976.
03      PROPOSAL TO APPROVE THE STOCK ISSUANCE TO SICO             Management   For          For
        STOCKHOLDERS PURSUANT TO THE MERGER
        CONTEMPLATED BY THE MERGER AGREEMENT.


- --------------------------------------------------------------------------------
COPART, INC.

SECURITY        217204106           MEETING TYPE   Special
TICKER SYMBOL   CPRT                MEETING DATE   14-Apr-2009
ISIN            US2172041061        AGENDA         933013168 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE THE GRANT OF AN OPTION TO ACQUIRE               Management   Against      Against
        2,000,000 SHARES OF COMMON STOCK TO EACH OF WILLIS
        J. JOHNSON, OUR CHAIRMAN AND CHIEF EXECUTIVE
        OFFICER, AND A. JAYSON ADAIR, OUR PRESIDENT, SUCH
        GRANTS TO BE MADE IN LIEU OF ANY CASH SALARY OR
        BONUS COMPENSATION IN EXCESS OF $1.00 PER YEAR OR
        GRANT OF ANY ADDITIONAL EQUITY INCENTIVES FOR A
        FIVE-YEAR PERIOD.


- --------------------------------------------------------------------------------
BANK OF NEW YORK MELLON CORP.

SECURITY        064058100           MEETING TYPE   Annual
TICKER SYMBOL   BK                  MEETING DATE   14-Apr-2009
ISIN            US0640581007        AGENDA         933014805 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    RUTH E. BRUCH                                                      For          For
        2    NICHOLAS M. DONOFRIO                                               For          For
        3    GERALD L. HASSELL                                                  For          For
        4    EDMUND F. KELLY                                                    For          For
        5    ROBERT P. KELLY                                                    For          For
        6    RICHARD J. KOGAN                                                   For          For
        7    MICHAEL J. KOWALSKI                                                For          For
        8    JOHN A. LUKE, JR.                                                  For          For
        9    ROBERT MEHRABIAN                                                   For          For
        10   MARK A. NORDENBERG                                                 For          For
        11   CATHERINE A. REIN                                                  For          For
        12   WILLIAM C. RICHARDSON                                              For          For
        13   SAMUEL C. SCOTT III                                                For          For
        14   JOHN P. SURMA                                                      For          For
        15   WESLEY W. VON SCHACK                                               For          For
02      PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING)             Management   For          For
        RESOLUTION RELATING TO 2008 EXECUTIVE
        COMPENSATION.
03      RATIFICATION OF APPOINTMENT OF KPMG LLP AS                 Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.
04      STOCKHOLDER PROPOSAL WITH RESPECT TO                       Shareholder  Against      For
        CUMULATIVE VOTING.
05      STOCKHOLDER PROPOSAL REQUESTING A 75%                      Shareholder  Against      For
        RETENTION POLICY FOR SHARES ACQUIRED THROUGH
        COMPENSATION PLANS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                34


- --------------------------------------------------------------------------------
COLAS SA, BOULOGNE

SECURITY        F19320104           MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   COABF.PK            MEETING DATE   15-Apr-2009
ISIN            FR0000121634        AGENDA         701840490 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French resident shareowners must complete, sign and        Non-Voting
        forward the proxy card dir-ectly to the sub custodian.
        Please contact your client service representative-to
        obtain the necessary card, account details and
        directions. The followin-g applies to non-resident
        shareowners: proxy cards: voting instructions will-be
        forwarded to the global custodians that have become
        registered intermediar- ies, on the vote deadline date.
        In capacity as registered intermediary, the gl-obal
        custodian will sign the proxy card and forward to the
        local custodian. If-you are unsure whether your global
        custodian acts as registered intermediary,-please contact
        your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY             Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
        OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1     Receive the reports of the management and the Auditors     Management   For          For
        and approve the Company's financial statements for the YE
        in 2008, as presented, showing earnings for the FY of EUR
        327,745,470.97 accordingly, the shareholders' meeting
        gives permanent discharge to the Directors for the
        performance of their duties during the said FY, the
        shareholders' meeting approves the expenses that were not
        tax deductible of EUR 14,098.00
O.2     Receive the reports of the management and the Auditors and Management   For          For
        approve the consolidated financial statements for the
        said FY, in the form presented to the meeting, showing
        net profits [group share] of EUR 490,164,000.00
O.3     approve the recommendations of the board of directors and  Management   For          For
        resolves that the income for the FY be appropriated as
        specified: earnings for the FY: EUR 327,745,470.97 plus
        the previous retained earnings: EUR 234,290,192.75
        balance available for distribution: EUR 562,035,663.72
        legal reserve: EUR 4,497.90 with a distribution of a
        dividend: EUR 284,783,371.25 retained earnings EUR
        277,247,794.57 the shareholders will receive a net
        dividend of EUR 8.75 per share, and will entitle to the
        40% deduction provided by the French Tax code, this
        dividend will be paid as from 28 APR 2009, the
        shareholders may choese the dividend payment in cash or
        in shares from 28 APR 2009 to 19 may 2009, after this
        date, the shareholders will receive the dividend in cash,
        grant delegates all powers to the Board of Directors to
        take all necessary measures and accomplish all necessary
        formalities, as required by law, it is reminded that, for
        the last 3 financial years, the dividends paid, were as
        follows: EUR 4.80 for FY 2005 EUR 6.40 for FY 2006 EUR
        8.50 for FY 2007
O.4     Receive the special report of the Auditors on Agreements   Management   For          For
        governed by Article L.225-38 ET SEQ, of the French
        Commercial Code and approve the said report and the
        Agreements referred to therein
O.5     Re-elect Mr. Herve Le Bouc as a Director for a 2-year      Management   For          For
        period
O.6     Re-elect Mr. Christian Balmes as a Director for a 2-year   Management   For          For
        period
O.7     Re-elect Mr. Olivier Bouygues as a Director for a 2-year   Management   For          For
        period
O.8     Re-elect Mr. Thierry Genestar as a Director for a 2-year   Management   For          For
        period
O.9     Re-elect Mr. Thierry Montouche as a Director for a 2-year  Management   For          For
        period
O.10    Re-elect Mr. Bouygues as a Director for a 2-year period    Management   For          For
O.11    Elect Mr. Francois Bertiere as a Director for a 2-year     Management   For          For
        period
O.12    Re-appoint the Mazars as statutory Auditor for a 6-year    Management   For          For
        period
O.13    Re-appoint the Thierry Colin as deputy Auditor for a       Management   For          For
        6-year period
O.14    Authorize the Board of Directors, on 1 or more occasions,  Management   For          For
        to buy back the Company's shares on the open market,
        subject to the conditions described below: maximum
        purchase price: EUR 250.00, maximum number of shares to
        be acquired: 10% of the share capital, maximum funds
        invested in the share buybacks: EUR 79,092,000.00,
        [authority is given for an 18-month period] approve the
        delegation of powers supersedes any and all earlier
        delegations to the same effect, grant delegates all
        powers to the Board of Directors to take all necessary
        measures and accomplish all necessary formalities
O.15    Grant full powers to the bearer of an original, a copy or  Management   For          For
        extract of the minutes of this meeting to carry out all
        filings, publications and other formalities prescribed by
        Law
E.16    Amend Articles NR 18, 22, 27, 33 and 34 of the Bylaws and  Management   For          For
        to delete Article NR 14
E.17    Grant all powers to the Board of Directors to reduce the   Management   For          For
        share capital, on one or more occasions and at its sole
        discretion, by cancelling all or part of the shares held
        by the Company in connection with a stock repurchase
        Plan, up to a maximum of 10% of the share capital, over a
        24-month period, [Authority is given for an 18-month
        period], approve the delegation of powers supersedes any
        and all earlier delegations to the same effect, grant
        delegates all powers to the Board of Directors to take
        all necessary measures and accomplish all necessary
        formalities
E.18    Authorize the Board of Directors to increase the share     Management   For          For
        capital, on one or more occasions, in favour of Employees
        of the Company and related Companies who are Members of a
        Company savings Plan, [Authority is given for a 26-month
        period]; and within the limit of 10% of the share
        capital, this delegation of powers supersedes any and all
        earlier delegations to the same effect, grant delegates
        all powers to the board of Directors to take all
        necessary measures and accomplish all necessary
        formalities
E.19    Grant delegates to the Board of Directors the necessary    Management   For          For
        powers to increase the capital, on one or more occasions,
        by a maximum nominal amount of EUR 10,000,000.00, with
        preferred subscription rights maintained, by issuance of
        shares, and, or securities giving access to the capital
        and or by capitalizing reserves, profits or premiums or
        others, by a maximum nominal amount which cannot exceed
        the overall amount of the sums which may be capitalized,
        [Authority is granted for a 26-month period]
        authorization supersedes the fraction unused of the
        authority granted by the shareholders' meeting of 19 APR
        2005 in its Resolution 16 and this delegation of powers
        supersedes any and all earlier delegations to the same
        effect
E.20    Grant Authority for the issuance of equity or              Management   For          For
        equity-linked securities without preemptive rights up to
        aggregate nominal amount of EUR 10 million
E.21    Authorize the Board to increase capital in the event of    Management   For          For
        additional demand related to delegations submitted to
        shareholder vote above
E.22    Grant Authority for the filing of required                 Management   For          For
        documents/other formalities
        PLEASE NOTE THAT THIS IS AN MIX MEETING. THANK YOU.        Non-Voting




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                35


- --------------------------------------------------------------------------------
GRUPO BIMBO SAB DE CV, MEXICO

SECURITY        P4949B104           MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   GRBMF.PK            MEETING DATE   15-Apr-2009
ISIN            MXP495211262        AGENDA         701859336 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE               Non-Voting
        VOTING RIGHTS AT THIS MEETING. IF-YOU ARE A MEXICAN
        NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON
        THIS MEETING-PLEASE CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE. THANK YOU
I.      Discussion, approval or modification of the report from    Non-Voting
        Management that is ref-erred to in the main part of
        Article 172 of the General Mercantile Companies L-aw,
        including the Audited financial statements of the
        Company, consolidated wi-th those of its subsidiary
        Companies, for the FYE 31 DEC 2008, after reading o-f the
        following reports: from the Chairperson of the Board of
        Directors, from-the Chief Executive Officer, from the
        Outside Auditor and from the Chairperson-s of the audit
        and corporate practices Committees of the Company
II.     Presentation, discussion and, if relevant, approval of     Non-Voting
        the report that is refe-rred to in Article 86, part xx, of
        the income tax law, regarding compliance wi-th tax
        obligations by the Company
III.    Presentation, discussion and, if relevant, approval of     Non-Voting
        the allocation of resul-ts for the FYE that ended on 31
        DEC 2008
IV.     Presentation, discussion and, if relevant, approval of
        the payment of a cash d-ividend in the amount of MXN 0.46
        for each one of the shares representative of-the share
        capital of the Company of the Company that is in
        circulation
V.      Designation or, if relevant, ratification of the           Non-Voting
        appointments of the Members o-f the Board of Directors and
        determination of their compensation
VI.     Designation or, if relevant, ratification of the           Non-Voting
        appointments of the Chairpers-ons and Members of the
        Audit and corporate practices Committees of the Company-,
        as well as the determination of their compensation
VII.    Presentation and, if relevant, approval of the report      Non-Voting
        regarding the purchase o-f the Company's own shares, as
        well as the determination of the maximum amount-of funds
        that the Company will be able to allocate for the
        purchase of own sh-ares, in accordance with the terms of
        Article 56, part iv, of the Securities M-arket Law
VIII.   Designation of special delegates                           Non-Voting


- --------------------------------------------------------------------------------
H.B. FULLER COMPANY

SECURITY        359694106           MEETING TYPE   Annual
TICKER SYMBOL   FUL                 MEETING DATE   16-Apr-2009
ISIN            US3596941068        AGENDA         933003650 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JULIANA L. CHUGG                                                   For          For
        2    RICHARD L. MARCANTONIO                                             For          For
        3    ALFREDO L. ROVIRA                                                  For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS H.B.              Management   For          For
        FULLER'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        NOVEMBER 28, 2009.
03      TO APPROVE THE H.B. FULLER COMPANY 2009 DIRECTOR           Management   Against      Against
        STOCK INCENTIVE PLAN.


- --------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED

SECURITY        882508104           MEETING TYPE   Annual
TICKER SYMBOL   TXN                 MEETING DATE   16-Apr-2009
ISIN            US8825081040        AGENDA         933004246 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: J.R. ADAMS                           Management   For          For
1B      ELECTION OF DIRECTOR: D.L. BOREN                           Management   For          For
1C      ELECTION OF DIRECTOR: D.A. CARP                            Management   For          For
1D      ELECTION OF DIRECTOR: C.S. COX                             Management   For          For
1E      ELECTION OF DIRECTOR: D.R. GOODE                           Management   For          For
1F      ELECTION OF DIRECTOR: S.P. MACMILLAN                       Management   For          For
1G      ELECTION OF DIRECTOR: P.H. PATSLEY                         Management   For          For
1H      ELECTION OF DIRECTOR: W.R. SANDERS                         Management   For          For
1I      ELECTION OF DIRECTOR: R.J. SIMMONS                         Management   For          For
1J      ELECTION OF DIRECTOR: R.K. TEMPLETON                       Management   For          For
1K      ELECTION OF DIRECTOR: C.T. WHITMAN                         Management   For          For
02      BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF                Management   For          For
        ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR 2009.
03      BOARD PROPOSAL TO APPROVE A TEXAS INSTRUMENTS              Management   Against      Against
        2009 LONG-TERM INCENTIVE PLAN.
04      BOARD PROPOSAL TO APPROVE A TEXAS INSTRUMENTS              Management   Against      Against
        2009 DIRECTOR COMPENSATION PLAN.
05      STOCKHOLDER PROPOSAL REGARDING SEPARATION OF               Shareholder  Against      For
        ROLES OF CHAIRMAN AND CEO.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                36


- --------------------------------------------------------------------------------
BP P.L.C.

SECURITY        055622104           MEETING TYPE   Annual
TICKER SYMBOL   BP                  MEETING DATE   16-Apr-2009
ISIN            US0556221044        AGENDA         933008888 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND                Management   For          For
        ACCOUNTS
02      TO APPROVE THE DIRECTORS' REMUNERATION REPORT              Management   For          For
03      DIRECTOR                                                   Management
        1    MR A BURGMANS                                                      For          For
        2    MRS C B CARROLL                                                    For          For
        3    SIR WILLIAM CASTELL                                                For          For
        4    MR I C CONN                                                        For          For
        5    MR G DAVID                                                         For          For
        6    MR E B DAVIS, JR                                                   For          For
        7    MR R DUDLEY                                                        For          For
        8    MR D J FLINT                                                       For          For
        9    DR B E GROTE                                                       For          For
        10   DR A B HAYWARD                                                     For          For
        11   MR A G INGLIS                                                      For          For
        12   DR D S JULIUS                                                      For          For
        13   SIR TOM MCKILLOP                                                   For          For
        14   SIR IAN PROSSER                                                    For          For
        15   MR P D SUTHERLAND                                                  For          For
18      TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND            Management   For          For
        AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
S19     SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR          Management   For          For
        THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
20      TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A          Management   For          For
        SPECIFIED AMOUNT
S21     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A           Management   For          For
        LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-
        EMPTION RIGHTS
S22     SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF            Management   For          For
        GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
        MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS


- --------------------------------------------------------------------------------
TELEVISION FRANCAISE 1 SA TF1, BOULOGNE BILLANCOUR

SECURITY        F91255103           MEETING TYPE   MIX
TICKER SYMBOL   TVFCF.PK            MEETING DATE   17-Apr-2009
ISIN            FR0000054900        AGENDA         701867698 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The followin-g applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will-be
        forwarded to the Global Custodians that have become
        Registered Intermediar-ies, on the Vote Deadline Date. In
        capacity as Registered Intermediary, the Gl-obal
        Custodian will sign the Proxy Card and forward to the
        local custodian. If-you are unsure whether your Global
        Custodian acts as Registered Intermediary,-please contact
        your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY             Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
        OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1     Receive the reports of the Board of Directors, the         Management   For          For
        Chairman of the Board of Directors and the Auditors,
        approves the Company's financial statements for the YE in
        2008, as presented; accordingly, the shareholders'
        meeting gives permanent discharge to the Directors for
        the performance of their duties during the said FY

O.2     Receive the reports of the Board of Directors and the      Management   For          For
        Auditors, approves the consolidated financial statements
        for the said FY, in the form presented to the meeting
O.3     Receive the special report of the auditors on agreements   Management   For          For
        governed by Article L.225-38 of the French Commercial
        Code, approves said report and the agreements referred to
        therein
O.4     Approve the noticed available earnings of EUR              Management   For          For
        244,339,483.77, taking into ac count the net income of
        EUR 138,921,498.49 and the retained earnings of EUR
        105,417,985.28, approves the recommendations of the Board
        of Directors and resolves that the income for the FY be
        appropriated as follows: dividends in cash: EUR
        100,302,931.24 allocation of the balance to the retained
        earnings: EUR 144,036,552.53; the shareholders will
        receive a net dividend of EUR 0.47 per share of a par
        value of EUR 0.20, and will entitle to the 40% deduction
        provided by the French Tax Code; this dividend w ill be
        paid on 27 ARP 2009; in the event that the Company holds
        so me of its own shares: the dividend on such shares
        shall be allocated to the retained earnings account; as
        required by Law, it is reminded that, for the last 3
        financial years, the dividends paid, were as follows: EUR
        0.65 for FY 2005, entitled to the 40% deduction provided
        by the French Tax Code, EUR 0.85 for FY 2006, entitled to
        the 40% deduction provided by the French Tax Code, EUR
        0.85 for FY 2007, entitled to the 40% deduction provided
        by the French Tax Code
O.5     Ratify the co-optation of Mr. Gilles Pelisson as a         Management   For          For
        Director, to replace Claude Cohen who resigned, for the
        remainder of Claude Cohen's term of office, i.e. until
        the shareholders' meeting called to approve the financial
        statements for the FY 2008
O.6     Approve to renew the appoint Mr. Patricia Barbizet as a    Management   For          For
        Director
        for a 2-year period
O.7     Approve to renew the appoint Mr. Martin Bouygues as a      Management   For          For
        Director for a 2-year period
O.8     Approve to renew the appoint Mr. Olivier Bouygues as a     Management   For          For
        Director for a 2-year period




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                37



                                                                                 
O.9     Approve to renew the appoint Mr. Patrick Le Lay as a       Management   For          For
        Director for a 2-year period
O.10    Approve to renew the appoint Mr. Nonce Paolini as a        Management   For          For
        Director for a 2-year period
O.11    Approve to renew the appoint Mr. Gilles Pelisson as a      Management   For          For
        Director for
        a 2-year period
O.12    Approve to renew the appoint Mr. Haim Saban as a Director  Management   For          For
        for a 2-year period
O.13    Approve to renew the appoint the Company Bouygues as a     Management   For          For
        Director for a 2-year period
O.14    Re-appoint the Societe Francaise De participation ET DE    Management   For          For
        Gestion
        SFPG as a Director for a 2-year perio
O.15    Authorizes the Board of Directors to buy back the          Management   For          For
        Company's shares on the open market, subject to the
        conditions described below: maximum purchase price: EUR
        25.00, minimum sale price EUR 15.00, maximum number of
        shares to be acquired: 10% of the share capital, maximum
        funds invested in the share buybacks: EUR 533,000,000.00;
        authorization is given for an 18 month period it
        supersedes the amounts unused of any and all earlier
        authorizations to the same effect
E.16    Authorize s the Board of Directors to reduce the share     Management   For          For
        capital, on 1 or more occasions, by cancelling all or
        part of the shares held by the Company in connection with
        various authorizations of shares purchase granted by the
        ordinary shareholders' meeting, in particular Resolution
        15, up to a maximum of 10% of the share capital over a 24
        month period; this authorization is given for an 18-month
        period it supersedes the amounts unused of any and all
        earlier authorization to the same effect
E.17    Authorize the Board of Directors to increase on one or     Management   For          For
        more occasions, in France or abroad, the share capital by
        issuance, with the shareholders' preferred subscription
        rights maintained, of ordinary shares of the Company and
        any kind of securities giving access to shares of the
        Company; the maximal nominal amount of capital increases
        to be carried out under this delegation of authority
        shall not exceed EUR 15,000,000.00; this overall ceiling
        of capital increase is common to Resolutions 19, 20, 22
        and 23 and the total nominal amount of the capital
        increases carried out accordingly with these resolutions
        shall count against this overall ceiling; the nominal
        amount of debt securities issued shall not exceed EUR
        900,000,000.00; this amount is common to the debt
        securities issued accordingly with Resolution 19, is
        autonomous and distinct from the amount of the debt
        securities issued accordingly with Resolution 24 and from
        the amount of the debt securities which would be decided
        by the Board of Directors in accordance with Article
        L.228-40 of the French Commercial Code; this delegation
        is given for a 26-month period it supersedes the amounts
        unused of any and all earlier delegations to the same
        effect
E.18    Authorize the Board of Directors in order to increase the  Management   For          For
        share capital, in 1 or more occasions, by a maximum
        nominal amount of EUR 400,000,000.00, by way of
        capitalizing reserves, profits, premiums or other sums,
        provided that such capitalization is allowed by Law under
        the by Laws, by issuing bonus shares by raising the par
        value of existing shares, or by a combination of these
        methods; this delegation is given for a 26-month period
        it supersedes the amounts unused of any and all earlier
        delegations to the same effect
E.19    Approve to delegates all powers to the Board of Directors  Mnagement     For          For
        to increase on 1 or more occasions, in France or abroad,
        the share capital by issuance, with waiver of
        shareholders' pre-emptive rights, of ordinary shares of
        the Company and any kind of securities giving access to
        shares of the Company; the maximal nominal amount of
        capital increases to be carried out under this delegation
        of authority shall not exceed EUR 15,000,000.00; this
        amount shall count against the overall ceiling set forth
        in Resolution 17; the nominal amount of debt securities
        issued shall not exceed EUR 900,000,000.00; this amount
        the ceiling set forth in Resolution 17; this delegation
        is given for a 26-month period it supersedes the amounts
        unused of any and all earlier delegations to the same
        effect
E.20    Approve that, the Board of Directors may decide, for each  Management   For          For
        1 of the issue decide accordingly with Resolution 17 and
        19, to increase the number of securities to be issued in
        the event of a capital increase with or without
        preferential subscription right to shareholders, at the
        same price as the initial issue, within 30 days of the
        closing of the subscription period and up to a maximum of
        15% of the initial issue; this delegation is given for a
        26-month period it supersedes the amounts unused of any
        and all earlier delegations to the same effect
E.21    Authorize the Board of Directors, for the issue decided    Management   For          For
        accordingly with Resolution 19, within the limit of 10%
        of the Company's share capital, over a 12-month period,
        to set the issue price of the ordinary shares or
        securities to be issued, in accordance with the terms and
        condition determined by the shareholders' meeting; this
        authorization is given for a 26-month period it
        supersedes the amounts unused of any and all earlier
        delegations to the same effect
E.22    Authorize the Board of Directors to increase the share     Management   For          For
        capital, up to 10% of the share capital, by way of
        issuing ordinary shares of the Company or securities
        giving access to the capital, in consideration for the
        contributions in kind granted to the Company and
        comprised of capital securities or securities giving
        access to share capital; this delegation is given for a
        26-month period it supersedes the amounts unused of any
        and all earlier delegations to the same effect
E.23    Authorize the Board of Directors to issue accordingly      Management   For          For
        with Resolution 19, Company's ordinary shares or
        securities giving access to the Company's existing or
        future ordinary shares, in consideration for securities
        tendered in a public exchange offer initiated in France
        or abroad, by the Company concerning the shares of quoted
        Company; the amount of capital increase carried out by
        virtue of the present resolution shall count against the
        overall ceiling set forth in Resolution 17; this
        delegation is given for a 26-month period it supersedes
        the amounts unused of any and all earlier delegations to
        the same effect




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                38



                                                                                 
E.24    Authorize the Board of Directors to increase on 1 or more  Management   For          For
        occasions, at its sole discretion, in France or abroad,
        the share capital up to a maximum nominal amount of EUR
        900,000,000.00, by issuance of any securities giving
        right to the allocation of debt securities; this
        delegation is given for a 26-month period it supersedes
        the amounts unused of any and all earlier delegations to
        the same effect
E.25    Authorize the Board of Directors to increase on 1 or more  Management   For          For
        occasions, at its sole discretion, in favour of employees
        of corporate officers of the Company and related
        Companies, who are members of a Company Savings Plan;
        this delegation is given for a 26-month period and for an
        amount that shall not exceed 10% of the Company's
        capital; the ceiling of the present delegation is
        autonomous and distinct and the amount of such capital
        increase shall neither count against the overall ceiling
        set forth in Resolutions 17, 18, nor the ceiling of the
        Resolution 15 of the shareholders' meeting of 17 APR
        2008; this delegation supersedes the fraction unused of
        any and all earlier delegations to the same effect; the
        shareholders' meeting decides to cancel the shareholders'
        preferential subscription rights in favour of the
        beneficiaries mentioned above
E.26    Authorize the Board of Directors to grant, in 1 or more    Management   For          For
        transactions, to employees, corporate officers of the
        Company and related Companies or groups of economic
        interest, options giving the right either to subscribe
        for new shares in the Company to be issued through a
        share capital increase, or to purchase existing shares
        purchased by the Company, it being provided that the
        options shall not give rights to subscribe or to purchase
        to a number of shares, which shall exceed the legal
        limits; the shareholders' meeting decides to cancel the
        shareholders' preferential subscription rights in favour
        of the beneficiaries mentioned above; this delegation is
        given for a 26-month period it supersedes the fraction
        unused of any and all earlier delegations to the same
        effect
E.27    Amend the Article 7 of the Bylaws: Class- paying up-       Management   For          For
        rights to fractions of shares, to comply with provisions
        governed by Article 36 of the Law 86-1067, dated 30 SEP
        1986
E.28    Amend the Article 28 of the Bylaws: Lawsuit, related to    Management   For          For
        the Lawsuits between the shareholders and the Company
        and, or its Directors
E.29    Authorize the bearer of an original, a copy or extract of  Management   For          For
        the minutes of the meeting to carry out all filings,
        publications and other formalities prescribed by Law


- --------------------------------------------------------------------------------
GENUINE PARTS COMPANY

SECURITY        372460105           MEETING TYPE   Annual
TICKER SYMBOL   GPC                 MEETING DATE   20-Apr-2009
ISIN            US3724601055        AGENDA         933004981 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DR. MARY B. BULLOCK                                                For          For
        2    JEAN DOUVILLE                                                      For          For
        3    THOMAS C. GALLAGHER                                                For          For
        4    GEORGE C. "JACK" GUYNN                                             For          For
        5    JOHN D. JOHNS                                                      For          For
        6    MICHAEL M.E. JOHNS, MD                                             For          For
        7    J. HICKS LANIER                                                    For          For
        8    WENDY B. NEEDHAM                                                   For          For
        9    JERRY W. NIX                                                       For          For
        10   LARRY L. PRINCE                                                    For          For
        11   GARY W. ROLLINS                                                    For          For
02      RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP         Management   For          For
        AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
        FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
CRANE CO.

SECURITY        224399105           MEETING TYPE   Annual
TICKER SYMBOL   CR                  MEETING DATE   20-Apr-2009
ISIN            US2243991054        AGENDA         933005779 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: DONALD G. COOK                       Management   For          For
1B      ELECTION OF DIRECTOR: ROBERT S. EVANS                      Management   For          For
1C      ELECTION OF DIRECTOR: ERIC C. FAST                         Management   For          For
1D      ELECTION OF DIRECTOR: DORSEY R. GARDNER                    Management   For          For
02      RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP         Management   For          For
        AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2009
03      APPROVAL OF THE 2009 STOCK INCENTIVE PLAN                  Management   For          For
04      APPROVAL OF THE 2009 NON-EMPLOYEE DIRECTOR                 Management   For          For
        COMPENSATION PLAN
05      APPROVAL OF THE 2009 CORPORATE EVA INCENTIVE               Management   For          For
        COMPENSATION PLAN
06      APPROVAL OF SHAREHOLDER PROPOSAL CONCERNING                Shareholder  Against      For
        ADOPTION OF THE MACBRIDE PRINCIPLES




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                39


- --------------------------------------------------------------------------------
ELI LILLY AND COMPANY

SECURITY        532457108           MEETING TYPE   Annual
TICKER SYMBOL   LLY                 MEETING DATE   20-Apr-2009
ISIN            US5324571083        AGENDA         933007367 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    M.S. FELDSTEIN                                                     For          For
        2    J.E. FYRWALD                                                       For          For
        3    E.R. MARRAM                                                        For          For
        4    D.R. OBERHELMAN                                                    For          For
02      RATIFICATION OF THE APPOINTMENT BY THE AUDIT               Management   For          For
        COMMITTEE OF THE BOARD OF THE DIRECTORS OF ERNST
        & YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR
        2009
03      APPROVE AMENDMENTS TO THE ARTICLES OF                      Management   For          For
        INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF
        ALL DIRECTORS
04      REAPPROVE THE MATERIAL TERMS OF PERFORMANCE                Management   For          For
        GOALS FOR THE ELI LILLY AND COMPANY BONUS PLAN
05      PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE               Shareholder  Against      For
        BOARD ELIMINATE ALL SUPERMAJORITY VOTING
        PROVISIONS FROM THE COMPANY'S ARTICLES OF
        INCORPORATION AND BYLAWS
06      PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE               Shareholder  Against      For
        COMPANY AMEND ITS ARTICLES OF INCORPORATION TO
        ALLOW SHAREHOLDERS TO AMEND THE COMPANY'S
        BYLAWS BY MAJORITY VOTE
07      PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE               Shareholder  Against      For
        BOARD OF DIRECTORS ADOPT A POLICY OF ASKING
        SHAREHOLDERS TO RATIFY THE COMPENSATION OF
        NAMED EXECUTIVE OFFICERS AT THE ANNUAL MEETING
        OF SHAREHOLDERS


- --------------------------------------------------------------------------------
DISCOVER FINANCIAL SERVICES

SECURITY        254709108           MEETING TYPE   Annual
TICKER SYMBOL   DFS                 MEETING DATE   21-Apr-2009
ISIN            US2547091080        AGENDA         933004373 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JEFFREY S. ARONIN                    Management   For          For
1B      ELECTION OF DIRECTOR: MARY K. BUSH                         Management   For          For
1C      ELECTION OF DIRECTOR: GREGORY C. CASE                      Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT M. DEVLIN                     Management   For          For
1E      ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN                  Management   For          For
1F      ELECTION OF DIRECTOR: RICHARD H. LENNY                     Management   For          For
1G      ELECTION OF DIRECTOR: THOMAS G. MAHERAS                    Management   For          For
1H      ELECTION OF DIRECTOR: MICHAEL M. MOSKOW                    Management   For          For
1I      ELECTION OF DIRECTOR: DAVID W. NELMS                       Management   For          For
1J      ELECTION OF DIRECTOR: E. FOLLIN SMITH                      Management   For          For
1K      ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH                 Management   For          For
02      APPROVE THE DISCOVER FINANCIAL SERVICES AMENDED            Management   For          For
        AND RESTATED 2007 OMNIBUS INCENTIVE PLAN.
03      RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS         Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
M&T BANK CORPORATION

SECURITY        55261F104           MEETING TYPE   Annual
TICKER SYMBOL   MTB                 MEETING DATE   21-Apr-2009
ISIN            US55261F1049        AGENDA         933008686 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BRENT D. BAIRD                                                     For          For
        2    ROBERT J. BENNETT                                                  For          For
        3    C. ANGELA BONTEMPO                                                 For          For
        4    ROBERT T. BRADY                                                    For          For
        5    MICHAEL D. BUCKLEY                                                 For          For
        6    T.J. CUNNINGHAM III                                                For          For
        7    MARK J. CZARNECKI                                                  For          For
        8    COLM E. DOHERTY                                                    For          For
        9    PATRICK W.E. HODGSON                                               For          For
        10   RICHARD G. KING                                                    For          For
        11   JORGE G. PEREIRA                                                   For          For
        12   MICHAEL P. PINTO                                                   For          For
        13   MELINDA R. RICH                                                    For          For
        14   ROBERT E. SADLER, JR.                                              For          For
        15   EUGENE J. SHEEHY                                                   For          For
        16   HERBERT L. WASHINGTON                                              For          For
        17   ROBERT G. WILMERS                                                  For          For
02      TO APPROVE THE M&T BANK CORPORATION 2009 EQUITY            Management   Against      Against
        INCENTIVE COMPENSATION PLAN.
03      TO APPROVE THE COMPENSATION OF M&T BANK                    Management   For          For
        CORPORATION'S NAMED EXECUTIVE OFFICERS.
04      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
        CORPORATION FOR THE YEAR ENDING DECEMBER 31,
        2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                40


- --------------------------------------------------------------------------------
PUBLIC SERVICE ENTERPRISE GROUP INC.

SECURITY        744573106           MEETING TYPE   Annual
TICKER SYMBOL   PEG                 MEETING DATE   21-Apr-2009
ISIN            US7445731067        AGENDA         933012433 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ALBERT R. GAMPER, JR.                                              For          For
        2    CONRAD K. HARPER                                                   For          For
        3    SHIRLEY ANN JACKSON                                                For          For
        4    DAVID LILLEY                                                       For          For
        5    THOMAS A. RENYI                                                    For          For
        6    HAK CHEOL SHIN                                                     For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE YEAR
        2009.


- --------------------------------------------------------------------------------
NORTHERN TRUST CORPORATION

SECURITY        665859104           MEETING TYPE   Annual
TICKER SYMBOL   NTRS                MEETING DATE   21-Apr-2009
ISIN            US6658591044        AGENDA         933012748 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    LINDA WALKER BYNOE                                                 For          For
        2    NICHOLAS D. CHABRAJA                                               For          For
        3    SUSAN CROWN                                                        For          For
        4    DIPAK C. JAIN                                                      For          For
        5    ARTHUR L. KELLY                                                    For          For
        6    ROBERT C. MCCORMACK                                                For          For
        7    EDWARD J. MOONEY                                                   For          For
        8    WILLIAM A. OSBORN                                                  For          For
        9    JOHN W. ROWE                                                       For          For
        10   HAROLD B. SMITH                                                    For          For
        11   WILLIAM D. SMITHBURG                                               For          For
        12   ENRIQUE J. SOSA                                                    For          For
        13   CHARLES A. TRIBBETT III                                            For          For
        14   FREDERICK H. WADDELL                                               For          For
02      RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE         Management   For          For
        CORPORATION'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        DECEMBER 31, 2009.
03      ADOPTION OF THE PROPOSAL RELATING TO AN ADVISORY           Management   For          For
        (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
CITIGROUP INC.

SECURITY        172967101           MEETING TYPE   Annual
TICKER SYMBOL   C                   MEETING DATE   21-Apr-2009
ISIN            US1729671016        AGENDA         933017495 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG                 Management   For          For
1B      ELECTION OF DIRECTOR: ALAIN J.P. BELDA                     Management   For          For
1C      ELECTION OF DIRECTOR: JOHN M. DEUTCH                       Management   For          For
1D      ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER                  Management   For          For
1E      ELECTION OF DIRECTOR: ANDREW N. LIVERIS                    Management   For          For
1F      ELECTION OF DIRECTOR: ANNE M. MULCAHY                      Management   For          For
1G      ELECTION OF DIRECTOR: MICHAEL E. O'NEILL                   Management   For          For
1H      ELECTION OF DIRECTOR: VIKRAM S. PANDIT                     Management   For          For
1I      ELECTION OF DIRECTOR: RICHARD D. PARSONS                   Management   For          For
1J      ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI                Management   For          For
1K      ELECTION OF DIRECTOR: JUDITH RODIN                         Management   For          For
1L      ELECTION OF DIRECTOR: ROBERT L. RYAN                       Management   For          For
1M      ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO                 Management   For          For
1N      ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR.             Management   For          For
02      PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS            Management   For          For
        CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2009.
03      PROPOSAL TO APPROVE THE CITIGROUP 2009 STOCK               Management   Against      Against
        INCENTIVE PLAN.
04      PROPOSAL TO APPROVE CITI'S 2008 EXECUTIVE                  Management   For          For
        COMPENSATION
05      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON                Shareholder  Against      For
        PRIOR GOVERNMENTAL SERVICE OF CERTAIN
        INDIVIDUALS.
06      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON                Shareholder  Against      For
        POLITICAL CONTRIBUTIONS.
07      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON                Shareholder  Against      For
        PREDATORY CREDIT CARD PRACTICES.
08      STOCKHOLDER PROPOSAL REQUESTING THAT TWO                   Shareholder  Against      For
        CANDIDATES BE NOMINATED FOR EACH BOARD POSITION.
09      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON                Shareholder  Against      For
        THE CARBON PRINCIPLES.
10      STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE             Shareholder  Against      For
        OFFICERS RETAIN 75% OF THE SHARES ACQUIRED
        THROUGH COMPENSATION PLANS FOR TWO YEARS
        FOLLOWING TERMINATION OF EMPLOYMENT.
11      STOCKHOLDER PROPOSAL REQUESTING ADDITIONAL                 Shareholder  Against      For
        DISCLOSURE REGARDING CITI'S COMPENSATION
        CONSULTANTS.
12      STOCKHOLDER PROPOSAL REQUESTING THAT                       Shareholder  Against      For
        STOCKHOLDERS HOLDING 10% OR ABOVE HAVE THE
        RIGHT TO CALL SPECIAL SHAREHOLDER MEETINGS.
13      STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE                 Shareholder  Against      For
        VOTING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                41


- --------------------------------------------------------------------------------
AMERIPRISE FINANCIAL, INC.

SECURITY        03076C106           MEETING TYPE   Annual
TICKER SYMBOL   AMP                 MEETING DATE   22-Apr-2009
ISIN            US03076C1062        AGENDA         933003612 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: WARREN D. KNOWLTON                   Management   For          For
1B      ELECTION OF DIRECTOR: JEFFREY NODDLE                       Management   For          For
1C      ELECTION OF DIRECTOR: ROBERT F. SHARPE, JR.                Management   For          For
02      PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S                   Management   For          For
        SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY

SECURITY        369604103           MEETING TYPE   Annual
TICKER SYMBOL   GE                  MEETING DATE   22-Apr-2009
ISIN            US3696041033        AGENDA         933003713 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
A1      ELECTION OF DIRECTOR: JAMES I. CASH, JR.                   Management   For          For
A2      ELECTION OF DIRECTOR: WILLIAM M. CASTELL                   Management   For          For
A3      ELECTION OF DIRECTOR: ANN M. FUDGE                         Management   For          For
A4      ELECTION OF DIRECTOR: SUSAN HOCKFIELD                      Management   For          For
A5      ELECTION OF DIRECTOR: JEFFREY R. IMMELT                    Management   For          For
A6      ELECTION OF DIRECTOR: ANDREA JUNG                          Management   For          For
A7      ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY                Management   For          For
A8      ELECTION OF DIRECTOR: ROBERT W. LANE                       Management   For          For
A9      ELECTION OF DIRECTOR: RALPH S. LARSEN                      Management   For          For
A10     ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS                  Management   For          For
A11     ELECTION OF DIRECTOR: JAMES J. MULVA                       Management   For          For
A12     ELECTION OF DIRECTOR: SAM NUNN                             Management   For          For
A13     ELECTION OF DIRECTOR: ROGER S. PENSKE                      Management   For          For
A14     ELECTION OF DIRECTOR: ROBERT J. SWIERINGA                  Management   For          For
A15     ELECTION OF DIRECTOR: DOUGLAS A. WARNER III                Management   For          For
B       RATIFICATION OF KPMG                                       Management   For          For
C1      CUMULATIVE VOTING                                          Shareholder  Against      For
C2      EXECUTIVE COMPENSATION ADVISORY VOTE                       Shareholder  Against      For
C3      INDEPENDENT STUDY REGARDING BREAKING UP GE                 Shareholder  Against      For
C4      DIVIDEND POLICY                                            Shareholder  Against      For
C5      SHAREHOLDER VOTE ON GOLDEN PARACHUTES                      Shareholder  Against      For


- --------------------------------------------------------------------------------
THE COCA-COLA COMPANY

SECURITY        191216100           MEETING TYPE   Annual
TICKER SYMBOL   KO                  MEETING DATE   22-Apr-2009
ISIN            US1912161007        AGENDA         933005856 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ELECTION OF DIRECTOR: HERBERT A. ALLEN                     Management   For          For
02      ELECTION OF DIRECTOR: RONALD W. ALLEN                      Management   For          For
03      ELECTION OF DIRECTOR: CATHLEEN P. BLACK                    Management   For          For
04      ELECTION OF DIRECTOR: BARRY DILLER                         Management   For          For
05      ELECTION OF DIRECTOR: ALEXIS M. HERMAN                     Management   For          For
06      ELECTION OF DIRECTOR: MUHTAR KENT                          Management   For          For
07      ELECTION OF DIRECTOR: DONALD R. KEOUGH                     Management   For          For
08      ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO               Management   For          For
09      ELECTION OF DIRECTOR: DONALD F. MCHENRY                    Management   For          For
10      ELECTION OF DIRECTOR: SAM NUNN                             Management   For          For
11      ELECTION OF DIRECTOR: JAMES D. ROBINSON III                Management   For          For
12      ELECTION OF DIRECTOR: PETER V. UEBERROTH                   Management   For          For
13      ELECTION OF DIRECTOR: JACOB WALLENBERG                     Management   For          For
14      ELECTION OF DIRECTOR: JAMES B. WILLIAMS                    Management   For          For
15      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS INDEPENDENT AUDITORS
16      SHAREOWNER PROPOSAL REGARDING AN ADVISORY                  Shareholder  Against      For
        VOTE ON EXECUTIVE COMPENSATION
17      SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT               Shareholder  Against      For
        BOARD CHAIR
18      SHAREOWNER PROPOSAL REGARDING A BOARD                      Shareholder  Against      For
        COMMITTEE ON HUMAN RIGHTS
19      SHAREOWNER PROPOSAL REGARDING RESTRICTED                   Shareholder  Against      For
        STOCK




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                42


- --------------------------------------------------------------------------------
TEXTRON INC.

SECURITY        883203101           MEETING TYPE   Annual
TICKER SYMBOL   TXT                 MEETING DATE   22-Apr-2009
ISIN            US8832031012        AGENDA         933010237 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ELECTION OF DIRECTOR: LEWIS B. CAMPBELL                    Management   For          For
02      ELECTION OF DIRECTOR: LAWRENCE K. FISH                     Management   For          For
03      ELECTION OF DIRECTOR: JOE T. FORD                          Management   For          For
04      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
HUNTINGTON BANCSHARES INCORPORATED

SECURITY        446150104           MEETING TYPE   Annual
TICKER SYMBOL   HBAN                MEETING DATE   22-Apr-2009
ISIN            US4461501045        AGENDA         933014879 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN B. GERLACH, JR.                                               For          For
        2    D. JAMES HILLIKER                                                  For          For
        3    JONATHAN A. LEVY                                                   For          For
        4    GENE E. LITTLE                                                     For          For
02      APPROVAL OF THE AMENDED AND RESTATED 2007 STOCK            Management   For          For
        AND LONG-TERM INCENTIVE PLAN.
03      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE           Management   For          For
        LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE CORPORATION FOR THE
        YEAR 2009.
04      A NON-BINDING ADVISORY VOTE ON EXECUTIVE                   Management   For          For
        COMPENSATION.


- --------------------------------------------------------------------------------
WILMINGTON TRUST CORPORATION

SECURITY        971807102           MEETING TYPE   Annual
TICKER SYMBOL   WL                  MEETING DATE   22-Apr-2009
ISIN            US9718071023        AGENDA         933017368 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    TED T. CECALA                                                      For          For
        2    THOMAS L. DU PONT                                                  For          For
        3    DONALD E. FOLEY                                                    For          For
02      APPROVAL OF 2009 EXECUTIVE INCENTIVE PLAN                  Management   For          For
03      APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN                  Management   Against      Against
04      APPROVAL OF EXECUTIVE COMPENSATION                         Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                43


- --------------------------------------------------------------------------------
GROUPE DANONE, PARIS

SECURITY        F12033134           MEETING TYPE   MIX
TICKER SYMBOL   GPDNF.PK            MEETING DATE   23-Apr-2009
ISIN            FR0000120644        AGENDA         701837823 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign            Non-Voting
        and forward the Proxy Card dir-ectly to the sub
        custodian. Please contact your Client Service
        Representative-to obtain the necessary card,
        account details and directions.     The
        followin-g applies to Non- Resident
        Shareowners:   Proxy Cards: Voting instructions
        will-be forwarded to the Global Custodians that
        have become Registered Intermediar-ies, on the
        Vote Deadline Date. In capacity as Registered
        Intermediary, the Gl-obal Custodian will sign the
        Proxy Card and forward to the local custodian.
        If-you are unsure whether your Global Custodian
        acts as Registered Intermediary,-please contact
        your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY             Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A
        VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
        VOTE.
O.1     Approve the financial statements and statutory             Management   For          For
        reports
O.2     Approve the consolidated financial statements and          Management   For          For
        statutory reports
O.3     Approve the allocation of income and dividends of          Management   For          For
        EUR 1.20 per share
O.4     Approve the stock dividend program                         Management   For          For
O.5     Receive the Auditors' special report regarding             Management   For          For
        related-party transactions
O.6     Reelect Mr. Richard Goblet D'Alviella as a                 Management   For          For
        Director
O.7     Re-elect Mr. Christian Laubie as a Director                Management   For          For
O.8     Re-elect Mr. Jean Laurent as a Director                    Management   For          For
O.9     Re-elect Mr. Hakan Mogren as a Director                    Management   For          For
O.10    Re-elect Mr. Benoit Potier as a Director                   Management   For          For
O.11    Elect MR. Guylaine Saucier as a Director                   Management   For          For
O.12    Approve the remuneration of the Directors in the           Management   For          For
        aggregate amount of EUR 600,000
O.13    Grant authority for the repurchase of up to 10%            Management   For          For
        of issued share capital
O.14    Approve the creation of the Danone Eco-Systeme             Management   For          For
        Fund
E.15    Approve to change the Company name to Danone               Management   For          For
E.16    Amend the Article 7 of Bylaws regarding:                   Management   For          For
        auhtorize the share capital increase
E.17    Amend the Articles 10 of Association  Regarding:           Management   For          For
        shareholders identification
E.18    Amend the Article 18 of Bylaws regarding:                  Management   For          For
        attendance to Board meetings through
        videoconference and telecommunication
E.19    Amend the Article 22 of Bylaws regarding: Record           Management   For          For
        Date
E.20    Amend the Article 26 of Bylaws regarding:                  Management   For          For
        electronic voting
E.21    Amend the Article 27 of Bylaws regarding:                  Management   For          For
        authorize the Board for the issuance of bonds
E.22    Amend the Articles 27 and 28 of Association                Management   For          For
        regarding: quorum requirements  for ordinary and
        extraordinary general meetings
E.23    Grant authority for the issuance of equity or              Management   For          For
        equity-linked securities with preemptive rights
        up to aggregate nominal amount of EUR 45 million
E.24    Grant authority for the issuance of equity or              Management   For          For
        equity-linked securities without preemptive
        rights up to aggregate nominal amount of EUR 30
        Million
E.25    Authorize the Board to increase capital in the             Management   For          For
        event of additional demand related to delegations
        submitted to shareholder vote above
E.26    Grant authority for the capital increase of up             Management   For          For
        to EUR 25 million for future exchange offers
E.27    Grant authority for the capital increase of up             Management   For          For
        to 10 % of issued capital for  future acquisitions
E.28    Grant authority for the capitalization of                  Management   For          For
        reserves of up to EUR 33 million for bonus issue
        or increase in par value
E.29    Approve the Employee Stock Purchase Plan                   Management   For          For
E.30    Grant authority up to 6 million shares  for use            Management   For          For
        in stock option plan
E.31    Grant authority up to 2 million shares  for use            Management   For          For
        in restricted stock plan
E.32    Approve the reduction in share capital via                 Management   For          For
        cancellation of repurchased shares
E.33    Grant authority for the filing of required                 Management   For          For
        documents/other formalities


- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY

SECURITY        H57312649           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NSRGF.PK            MEETING DATE   23-Apr-2009
ISIN            CH0038863350        AGENDA         701860909 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN            Non-Voting
        THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
        FOR YOUR ACCOU-NTS.
        PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING        Non-Voting
        NOTICE SENT UNDER MEETING-525807, INCLUDING THE
        AGENDA. TO BE ELIGIBLE TO VOTE AT THE UPCOMING
        MEETING,-YOUR SHARES MUST BE RE-REGISTERED FOR
        THIS MEETING. IN ADDITION, YOUR NAME MAY-BE
        PROVIDED TO THE COMPANY REGISTRAR AS BENEFICIAL
        OWNER. PLEASE CONTACT YOUR-GLOBAL CUSTODIAN OR
        YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE
        ANY QUESTI-ONS OR TO FIND OUT WHETHER YOUR
        SHARES HAVE BEEN RE-REGISTERED FOR THIS MEETIN-G.
        THANK YOU.
1.1     Receive the 2008 annual report, financial statements       Management   No Action
        of Nestle SA and consolidated financial statements of
        the Nestle Group, reports of the statutory Auditors
1.2     Receive the 2008 compensation report                       Management   No Action
2.      Approve to release the Members of the Board of             Management   No Action
        Directors and the Management
3.      Approve the appropiration of profits resulting from        Management   No Action
        the balance sheet of Nestle S.A. and Dividends of CHF
        1.40 per share
4.1.1   Re-elect Mr. Daniel Borel to the Board of Directors        Management   No Action
4.1.2   Re-elect Mrs. Carolina Mueller Mohl to the Board of        Management   No Action
        Directors
4.2     Elect KPMG S.A., Geneva branch as the Statutory            Management   No Action
        Auditor for a term of 1 year
5.      Approve to cancel 180,000,000 repurchased under the        Management   No Action
        Share Buy-back Programme launched on 24 AUG 2007 and
        reduce the share capital by CHF 18,000,000




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                44


- --------------------------------------------------------------------------------
RANK GROUP PLC

SECURITY        G7377H121           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   RNK.L               MEETING DATE   23-Apr-2009
ISIN            GB00B1L5QH97        AGENDA         701868385 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Receive the financial statements and statutory reports     Management   For          For
2.      Approve the remuneration report                            Management   For          For
3.      Re-elect Mr. Ian Burke as a Director                       Management   For          For
4.      Elect Mr. Paddy Gallagher as a Director                    Management   For          For
5.      Elect Mr. Owen O'Donnell as a Director                     Management   For          For
6.      Re-elect Mr. Bill Shannon as a Director                    Management   For          For
7.      Reappoint PricewaterhouseCoopers LLP as the Auditors       Management   For          For
        of the Company
8.      Authorize the Audit Committee to fix remuneration of       Management   For          For
        the Auditors
9.      Grant authorize to issue of equity or equity-linked        Management   For          For
        securities with pre-emptive rights up to aggregate
        nominal amount of GBP 18,800,000
10.     Approve to passing of ordinary Resolution 9, grant         Management   For          For
        authority to issue of equity or equity-linked
        securities without pre-emptive rights up to aggregate
        nominal amount of GBP 2,700,000
11.     Authorize 58,500,000 ordinary shares for market            Management   For          For
        purchase
12.     Authorize the Company and Subsidiaries to make EU          Management   For          For
        Political donations to Political Organization and/or
        independent election candidates up to GBP 0.025M, to
        Political Organization other than political parties up
        to GBP 0.025M and Incur EU Political expenditure up to
        GBP 0.05


- --------------------------------------------------------------------------------
HEINEKEN N V

SECURITY        N39427211           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   HINKY.PK            MEETING DATE   23-Apr-2009
ISIN            NL0000009165        AGENDA         701901781 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING           Non-Voting
        ID 540564 DUE TO DELETION OF-RESOLUTIONS ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
        PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING            Non-Voting
        AT THIS GENERAL MEETING ARE RE-LAXED AS THERE IS A
        REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
        WITH THIS M-EETING.  THANK YOU.
        Opening                                                    Non-Voting
1.A     Adopt the financial statements for the FY 2008             Management   For          For
1.B     Approve the decision on the appropriation of the           Management   For          For
        balance of the income statement in accordance with
        Article 12 paragraph 7 of the Company's Articles of
        Association and the distribution of retained earnings
1.C     Grant discharge to the Members of the Executive Board      Management   For          For
1.D     Grant discharge to the Members of the Supervisory Board    Management   For          For
2.      Amend the Articles of Association                          Management   For          For
3.A     Approve the extension and amendment of the                 Management   For          For
        authorization of the Executive Board to acquire own
        shares under which the maximum number of shares that
        may be acquired will remain limited to 10% of the
        issued share capital of  the Company
3.B     Authorize the Executive Board to issue [rights to]         Management   For          For
        shares
3.C     Authorize the Executive Board to restrict or exclude       Management   For          For
        shareholders' pre-emptive rights
5.A     Re-appoint Mr. M. Das as a Member of the Supervisory       Management   For          For
        Board
5.B     Re-appoint Mr. J. M. Hessels as a Member of the            Management   For          For
        Supervisory Board
5.C     Appoint Mr. Ch. Navarre as a Member of the Supervisory     Management   For          For
        Board
        Closing                                                    Non-Voting
        PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN       Non-Voting
        NUMBERING. IF YOU HAVE AL-READY SENT IN YOUR VOTES,
        PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE
        TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
THE NEW YORK TIMES COMPANY

SECURITY        650111107           MEETING TYPE   Annual
TICKER SYMBOL   NYT                 MEETING DATE   23-Apr-2009
ISIN            US6501111073        AGENDA         933004082 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    SCOTT GALLOWAY                                                     For          For
        2    WILLIAM E. KENNARD                                                 For          For
        3    JAMES A. KOHLBERG                                                  For          For
        4    DAVID E. LIDDLE                                                    For          For
        5    ELLEN R. MARRAM                                                    For          For
02      RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS              Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                45


- --------------------------------------------------------------------------------
NEWMARKET CORPORATION

SECURITY        651587107           MEETING TYPE   Annual
TICKER SYMBOL   NEU                 MEETING DATE   23-Apr-2009
ISIN            US6515871076        AGENDA         933005743 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTORS                                                  Management
        1    PHYLLIS L. COTHRAN                                                 For          For
        2    MARK M. GAMBILL                                                    For          For
        3    BRUCE C. GOTTWALD                                                  For          For
        4    THOMAS E. GOTTWALD                                                 For          For
        5    PATRICK D. HANLEY                                                  For          For
        6    JAMES E. ROGERS                                                    For          For
        7    CHARLES B. WALKER                                                  For          For
02      REAPPROVAL OF THE MATERIAL TERMS OF                        Management   For          For
        PERFORMANCE GOALS UNDER THE NEWMARKET
        CORPORATION 2004 INCENTIVE COMPENSATION AND
        STOCK PLAN.
03      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSE LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTINMG FIRM FOR THE
        CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER
        31, 2009.


- --------------------------------------------------------------------------------
DIEBOLD, INCORPORATED

SECURITY        253651103           MEETING TYPE   Annual
TICKER SYMBOL   DBD                 MEETING DATE   23-Apr-2009
ISIN            US2536511031        AGENDA         933007886 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    PHILLIP R. COX                                                     For          For
        2    RICHARD L. CRANDALL                                                For          For
        3    GALE S. FITZGERALD                                                 For          For
        4    PHILLIP B. LASSITER                                                For          For
        5    JOHN N. LAUER                                                      For          For
        6    ERIC J. ROORDA                                                     For          For
        7    THOMAS W. SWIDARSKI                                                For          For
        8    HENRY D.G. WALLACE                                                 For          For
        9    ALAN J. WEBER                                                      For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE               Management   For          For
        COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 2009.
03      TO APPROVE THE COMPANY'S AMENDED AND RESTATED              Management   Abstain      Against
        1991 EQUITY AND PERFORMANCE INCENTIVE PLAN.


- --------------------------------------------------------------------------------
JOHNSON & JOHNSON

SECURITY        478160104           MEETING TYPE   Annual
TICKER SYMBOL   JNJ                 MEETING DATE   23-Apr-2009
ISIN            US4781601046        AGENDA         933008523 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: MARY SUE COLEMAN                     Management   For          For
1B      ELECTION OF DIRECTOR: JAMES G. CULLEN                      Management   For          For
1C      ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS                   Management   For          For
1D      ELECTION OF DIRECTOR: ARNOLD G. LANGBO                     Management   For          For
1E      ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                   Management   For          For
1F      ELECTION OF DIRECTOR: LEO F. MULLIN                        Management   For          For
1G      ELECTION OF DIRECTOR: WILLIAM D. PEREZ                     Management   For          For
1H      ELECTION OF DIRECTOR: CHARLES PRINCE                       Management   For          For
1I      ELECTION OF DIRECTOR: DAVID SATCHER                        Management   For          For
1J      ELECTION OF DIRECTOR: WILLIAM C. WELDON                    Management   For          For
02      RATIFICATION OF APPOINTMENT OF                             Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM
03      ADVISORY VOTE ON EXECUTIVE COMPENSATION POLICIES           Shareholder  Against      For
        AND DISCLOSURE


- --------------------------------------------------------------------------------
PFIZER INC.

SECURITY        717081103           MEETING TYPE   Annual
TICKER SYMBOL   PFE                 MEETING DATE   23-Apr-2009
ISIN            US7170811035        AGENDA         933011176 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: DENNIS A. AUSIELLO                   Management   For          For
1B      ELECTION OF DIRECTOR: MICHAEL S. BROWN                     Management   For          For
1C      ELECTION OF DIRECTOR: M. ANTHONY BURNS                     Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT N. BURT                       Management   For          For
1E      ELECTION OF DIRECTOR: W. DON CORNWELL                      Management   For          For
1F      ELECTION OF DIRECTOR: WILLIAM H. GRAY, III                 Management   For          For
1G      ELECTION OF DIRECTOR: CONSTANCE J. HORNER                  Management   For          For
1H      ELECTION OF DIRECTOR: JAMES M. KILTS                       Management   For          For
1I      ELECTION OF DIRECTOR: JEFFREY B. KINDLER                   Management   For          For
1J      ELECTION OF DIRECTOR: GEORGE A. LORCH                      Management   For          For
1K      ELECTION OF DIRECTOR: DANA G. MEAD                         Management   For          For
1L      ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON                 Management   For          For
1M      ELECTION OF DIRECTOR: STEPHEN W. SANGER                    Management   For          For
1N      ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR.               Management   For          For
02      PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS            Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.
03      PROPOSAL TO APPROVE THE PFIZER INC. 2004 STOCK             Management   Against      Against
        PLAN, AS AMENDED AND RESTATED.
04      SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS.              Shareholder  Against      For
05      SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE               Shareholder  Against      For
        ON EXECUTIVE COMPENSATION.
06      SHAREHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING.
07      SHAREHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        SHAREHOLDER MEETINGS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                46


- --------------------------------------------------------------------------------
SENSIENT TECHNOLOGIES CORPORATION

SECURITY        81725T100           MEETING TYPE   Annual
TICKER SYMBOL   SXT                 MEETING DATE   23-Apr-2009
ISIN            US81725T1007        AGENDA         933012471 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    HANK BROWN                                                         For          For
        2    FERGUS M. CLYDESDALE                                               For          For
        3    JAMES A.D. CROFT                                                   For          For
        4    WILLIAM V. HICKEY                                                  For          For
        5    KENNETH P. MANNING                                                 For          For
        6    PETER M. SALMON                                                    For          For
        7    ELAINE R. WEDRAL                                                   For          For
        8    ESSIE WHITELAW                                                     For          For
02      PROPOSAL TO AMEND AND APPROVE THE AMENDED AND              Management   For          For
        RESTATED SENSIENT TECHNOLOGIES CORPORATION
        INCENTIVE COMPENSATION PLAN FOR ELECTED
        CORPORATE OFFICERS.
03      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
        INDEPENDENT AUDITORS OF THE COMPANY FOR 2009.


- --------------------------------------------------------------------------------
BURLINGTON NORTHERN SANTA FE CORPORATION

SECURITY        12189T104           MEETING TYPE   Annual
TICKER SYMBOL   BNI                 MEETING DATE   23-Apr-2009
ISIN            US12189T1043        AGENDA         933013625 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: A.L. BOECKMANN                       Management   For          For
1B      ELECTION OF DIRECTOR: D.G. COOK                            Management   For          For
1C      ELECTION OF DIRECTOR: V.S. MARTINEZ                        Management   For          For
1D      ELECTION OF DIRECTOR: M.F. RACICOT                         Management   For          For
1E      ELECTION OF DIRECTOR: R.S. ROBERTS                         Management   For          For
1F      ELECTION OF DIRECTOR: M.K. ROSE                            Management   For          For
1G      ELECTION OF DIRECTOR: M.J. SHAPIRO                         Management   For          For
1H      ELECTION OF DIRECTOR: J.C. WATTS, JR.                      Management   For          For
1I      ELECTION OF DIRECTOR: R.H. WEST                            Management   For          For
1J      ELECTION OF DIRECTOR: J.S. WHISLER                         Management   For          For
1K      ELECTION OF DIRECTOR: E.E. WHITACRE, JR.                   Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT AUDITOR FOR 2009 (ADVISORY VOTE).
03      PROPOSAL REGARDING SAY ON EXECUTIVE PAY.                   Shareholder  Against      For
04      PROPOSAL REGARDING SPECIAL SHAREOWNER                      Shareholder  Against      For
        MEETINGS.
05      PROPOSAL REGARDING REPORT ON POLITICAL                     Shareholder  Against      For
        CONTRIBUTIONS.


- --------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION

SECURITY        539830109           MEETING TYPE   Annual
TICKER SYMBOL   LMT                 MEETING DATE   23-Apr-2009
ISIN            US5398301094        AGENDA         933013942 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: E.C. "PETE" ALDRIDGE JR.             Management   For          For
1B      ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD                   Management   For          For
1C      ELECTION OF DIRECTOR: DAVID B. BURRITT                     Management   For          For
1D      ELECTION OF DIRECTOR: JAMES O. ELLIS JR.                   Management   For          For
1E      ELECTION OF DIRECTOR: GWENDOLYN S. KING                    Management   For          For
1F      ELECTION OF DIRECTOR: JAMES M. LOY                         Management   For          For
1G      ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE              Management   For          For
1H      ELECTION OF DIRECTOR: JOSEPH W. RALSTON                    Management   For          For
1I      ELECTION OF DIRECTOR: FRANK SAVAGE                         Management   For          For
1J      ELECTION OF DIRECTOR: JAMES M. SCHNEIDER                   Management   For          For
1K      ELECTION OF DIRECTOR: ANNE STEVENS                         Management   For          For
1L      ELECTION OF DIRECTOR: ROBERT J. STEVENS                    Management   For          For
1M      ELECTION OF DIRECTOR: JAMES R. UKROPINA                    Management   For          For
02      RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP           Management   For          For
        AS INDEPENDENT AUDITORS
03      MANAGEMENT PROPOSAL - TO AMEND THE CHARTER TO              Management   For          For
        DELETE THE 80% SUPERMAJORITY VOTE REQUIRED TO
        AMEND ARTICLE XIII
04      STOCKHOLDER PROPOSAL - REPORT ON SPACE-BASED               Shareholder  Against      For
        WEAPONS PROGRAM
05      STOCKHOLDER PROPOSAL - POLICY ON PAYMENTS TO               Shareholder  Against      For
        EXECUTIVES AFTER DEATH
06      STOCKHOLDER PROPOSAL - ADVISORY VOTE ON                    Shareholder  Against      For
        EXECUTIVE COMPENSATION




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                47


- --------------------------------------------------------------------------------
FIDELITY SOUTHERN CORPORATION

SECURITY        316394105           MEETING TYPE   Annual
TICKER SYMBOL   LION                MEETING DATE   23-Apr-2009
ISIN            US3163941053        AGENDA         933020846 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JAMES B. MILLER, JR.                                               For          For
        2    MG (RET) DAVID R BOCKEL                                            For          For
        3    EDWARD G. BOWEN, M.D.                                              For          For
        4    DR. DONALD A. HARP, JR.                                            For          For
        5    KEVIN S. KING                                                      For          For
        6    H. PALMER PROCTOR, JR.                                             For          For
        7    ROBERT J. RUTLAND                                                  For          For
        8    W. CLYDE SHEPHERD, III                                             For          For
        9    RANKIN M. SMITH, JR.                                               For          For
02      ADVISORY (NON-BINDING) VOTE ON EXECUTIVE                   Management   For          For
        COMPENSATION


- --------------------------------------------------------------------------------
THE AES CORPORATION

SECURITY        00130H105           MEETING TYPE   Annual
TICKER SYMBOL   AES                 MEETING DATE   23-Apr-2009
ISIN            US00130H1059        AGENDA         933024452 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    SAMUEL W. BODMAN, III                                              For          For
        2    PAUL HANRAHAN                                                      For          For
        3    KRISTINA M. JOHNSON                                                For          For
        4    TARUN KHANNA                                                       For          For
        5    JOHN A. KOSKINEN                                                   For          For
        6    PHILIP LADER                                                       For          For
        7    SANDRA O. MOOSE                                                    For          For
        8    JOHN B. MORSE, JR.                                                 For          For
        9    PHILIP A. ODEEN                                                    For          For
        10   CHARLES O. ROSSOTTI                                                For          For
        11   SVEN SANDSTROM                                                     For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        AUDITORS


- --------------------------------------------------------------------------------
WALTER INDUSTRIES, INC.

SECURITY        93317Q105           MEETING TYPE   Annual
TICKER SYMBOL   WLT                 MEETING DATE   23-Apr-2009
ISIN            US93317Q1058        AGENDA         933033425 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    HOWARD L. CLARK, JR.                                               For          For
        2    JERRY W. KOLB                                                      For          For
        3    PATRICK A. KRIEGSHAUSER                                            For          For
        4    JOSEPH B. LEONARD                                                  For          For
        5    VICTOR P. PATRICK                                                  For          For
        6    BERNARD G. RETHORE                                                 For          For
        7    GEORGE R. RICHMOND                                                 For          For
        8    MICHAEL T. TOKARZ                                                  For          For
        9    A.J. WAGNER                                                        For          For
02      TO APPROVE A NAME CHANGE TO WALTER ENERGY, INC.            Management   For          For
03      TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.              Management   Against      Against
04      TO APPROVE THE RIGHTS AGREEMENT TO BE ENTERED              Management   Against      Against
        INTO BETWEEN WALTER INDUSTRIES, INC. AND MELLON
        INVESTOR SERVICES, LLC.
05      TO APPROVE THE AMENDMENT TO THE AMENDED AND                Management   For          For
        RESTATED 2002 LONG-TERM INCENTIVE AWARD PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                48


- --------------------------------------------------------------------------------
AT&T INC.

SECURITY        00206R102           MEETING TYPE   Annual
TICKER SYMBOL   T                   MEETING DATE   24-Apr-2009
ISIN            US00206R1023        AGENDA         933004195 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: RANDALL L. STEPHENSON                Management   For          For
1B      ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III              Management   For          For
1C      ELECTION OF DIRECTOR: GILBERT F. AMELIO                    Management   For          For
1D      ELECTION OF DIRECTOR: REUBEN V. ANDERSON                   Management   For          For
1E      ELECTION OF DIRECTOR: JAMES H. BLANCHARD                   Management   For          For
1F      ELECTION OF DIRECTOR: AUGUST A. BUSCH III                  Management   For          For
1G      ELECTION OF DIRECTOR: JAIME CHICO PARDO                    Management   For          For
1H      ELECTION OF DIRECTOR: JAMES P. KELLY                       Management   For          For
1I      ELECTION OF DIRECTOR: JON C. MADONNA                       Management   For          For
1J      ELECTION OF DIRECTOR: LYNN M. MARTIN                       Management   For          For
1K      ELECTION OF DIRECTOR: JOHN B. MCCOY                        Management   For          For
1L      ELECTION OF DIRECTOR: MARY S. METZ                         Management   For          For
1M      ELECTION OF DIRECTOR: JOYCE M. ROCHE                       Management   For          For
1N      ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                 Management   For          For
1O      ELECTION OF DIRECTOR: PATRICIA P. UPTON                    Management   For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        AUDITORS.
03      AMENDMENT TO INCREASE AUTHORIZED SHARES.                   Management   For          For
04      REPORT ON POLITICAL CONTRIBUTIONS.                         Shareholder  Against      For
05      SPECIAL STOCKHOLDER MEETINGS.                              Shareholder  Against      For
06      CUMULATIVE VOTING.                                         Shareholder  Against      For
07      BYLAW REQUIRING INDEPENDENT CHAIRMAN.                      Shareholder  Against      For
08      ADVISORY VOTE ON COMPENSATION.                             Shareholder  Against      For
09      PENSION CREDIT POLICY.                                     Shareholder  Against      For


- --------------------------------------------------------------------------------
KELLOGG COMPANY

SECURITY        487836108           MEETING TYPE   Annual
TICKER SYMBOL   K                   MEETING DATE   24-Apr-2009
ISIN            US4878361082        AGENDA         933005072 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN T. DILLON                                                     For          For
        2    JAMES M. JENNESS                                                   For          For
        3    DONALD R. KNAUSS                                                   For          For
        4    ROBERT A. STEELE                                                   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
        INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2009
03      APPROVAL OF THE KELLOGG COMPANY 2009 LONG-TERM             Management   Against      Against
        INCENTIVE PLAN
04      APPROVAL OF THE KELLOGG COMPANY 2009 NON-                  Management   Against      Against
        EMPLOYEE DIRECTOR STOCK PLAN
05      ENACT A MAJORITY VOTE REQUIREMENT FOR THE                  Shareholder  Against      For
        ELECTION OF DIRECTORS
06      ELECT EACH DIRECTOR ANNUALLY                               Shareholder  Against      For


- --------------------------------------------------------------------------------
GATX CORPORATION

SECURITY        361448103           MEETING TYPE   Annual
TICKER SYMBOL   GMT                 MEETING DATE   24-Apr-2009
ISIN            US3614481030        AGENDA         933010263 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ANNE L. ARVIA                                                      For          For
        2    RICHARD FAIRBANKS                                                  For          For
        3    DEBORAH M. FRETZ                                                   For          For
        4    ERNST A. HABERLI                                                   For          For
        5    BRIAN A. KENNEY                                                    For          For
        6    MARK G. MCGRATH                                                    For          For
        7    JAMES B. REAM                                                      For          For
        8    DAVID S. SUTHERLAND                                                For          For
        9    CASEY J. SYLLA                                                     For          For
02      TO APPROVE THE "PERFORMANCE-BASED"                         Management   For          For
        COMPENSATION PROVISIONS OF THE GATX CORPORATION
        2004 EQUITY INCENTIVE COMPENSATION PLAN TO COMPLY
        WITH THE REQUIREMENTS OF SECTION 162(M) OF THE
        INTERNAL REVENUE CODE OF 1986, AS AMENDED.
03      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR GATX CORPORATION IN 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                49


- --------------------------------------------------------------------------------
ALLEGHANY CORPORATION

SECURITY        017175100           MEETING TYPE   Annual
TICKER SYMBOL   Y                   MEETING DATE   24-Apr-2009
ISIN            US0171751003        AGENDA         933011152 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN J. BURNS, JR.                   Management   For          For
1B      ELECTION OF DIRECTOR: DAN R. CARMICHAEL                    Management   For          For
1C      ELECTION OF DIRECTOR: WILLIAM K. LAVIN                     Management   For          For
1D      ELECTION OF DIRECTOR: RAYMOND L.M. WONG                    Management   For          For
02      RATIFICATION OF KPMG LLP AS ALLEGHANY                      Management   For          For
        CORPORATION'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE YEAR 2009.


- --------------------------------------------------------------------------------
ABBOTT LABORATORIES

SECURITY        002824100           MEETING TYPE   Annual
TICKER SYMBOL   ABT                 MEETING DATE   24-Apr-2009
ISIN            US0028241000        AGENDA         933012293 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    R.J. ALPERN                                                        For          For
        2    R.S. AUSTIN                                                        For          For
        3    W.M. DALEY                                                         For          For
        4    W.J. FARRELL                                                       For          For
        5    H.L. FULLER                                                        For          For
        6    W.A. OSBORN                                                        For          For
        7    D.A.L. OWEN                                                        For          For
        8    W.A. REYNOLDS                                                      For          For
        9    R.S. ROBERTS                                                       For          For
        10   S.C. SCOTT III                                                     For          For
        11   W.D. SMITHBURG                                                     For          For
        12   G.F. TILTON                                                        For          For
        13   M.D. WHITE                                                         For          For
02      APPROVAL OF THE ABBOTT LABORATORIES 2009                   Management   Against      Against
        INCENTIVE STOCK PROGRAM
03      APPROVAL OF THE ABBOTT LABORATORIES 2009                   Management   For          For
        EMPLOYEE STOCK PURCHASE PLAN FOR NON-U.S.
        EMPLOYEES
04      RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS          Management   For          For
05      SHAREHOLDER PROPOSAL - ANIMAL TESTING                      Shareholder  Against      For
06      SHAREHOLDER PROPOSAL - HEALTH CARE PRINCIPLES              Shareholder  Against      For
07      SHAREHOLDER PROPOSAL - ADVISORY VOTE                       Shareholder  Against      For


- --------------------------------------------------------------------------------
FERRO CORPORATION

SECURITY        315405100           MEETING TYPE   Annual
TICKER SYMBOL   FOE                 MEETING DATE   24-Apr-2009
ISIN            US3154051003        AGENDA         933019576 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JENNIE S. HWANG, PH.D.                                             For          For
        2    JAMES F. KIRSCH                                                    For          For
        3    WILLIAM J. SHARP                                                   For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTANT


- --------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC.

SECURITY        438516106           MEETING TYPE   Annual
TICKER SYMBOL   HON                 MEETING DATE   27-Apr-2009
ISIN            US4385161066        AGENDA         933006276 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: GORDON M. BETHUNE                    Management   For          For
1B      ELECTION OF DIRECTOR: JAIME CHICO PARDO                    Management   For          For
1C      ELECTION OF DIRECTOR: DAVID M. COTE                        Management   For          For
1D      ELECTION OF DIRECTOR: D. SCOTT DAVIS                       Management   For          For
1E      ELECTION OF DIRECTOR: LINNET F. DEILY                      Management   For          For
1F      ELECTION OF DIRECTOR: CLIVE R. HOLLICK                     Management   For          For
1G      ELECTION OF DIRECTOR: GEORGE PAZ                           Management   For          For
1H      ELECTION OF DIRECTOR: BRADLEY T. SHEARES                   Management   For          For
1I      ELECTION OF DIRECTOR: JOHN R. STAFFORD                     Management   For          For
1J      ELECTION OF DIRECTOR: MICHAEL W. WRIGHT                    Management   For          For
02      APPROVAL OF INDEPENDENT ACCOUNTANTS                        Management   For          For
03      CUMULATIVE VOTING                                          Shareholder  Against      For
04      PRINCIPLES FOR HEALTH CARE REFORM                          Shareholder  Against      For
05      EXECUTIVE COMPENSATION ADVISORY VOTE                       Shareholder  Against      For
06      TAX GROSS-UP PAYMENTS                                      Shareholder  Against      For
07      SPECIAL SHAREOWNER MEETINGS                                Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                50


- --------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY

SECURITY        025816109           MEETING TYPE   Annual
TICKER SYMBOL   AXP                 MEETING DATE   27-Apr-2009
ISIN            US0258161092        AGENDA         933007595 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: D.F. AKERSON                         Management   For          For
1B      ELECTION OF DIRECTOR: C. BARSHEFSKY                        Management   For          For
1C      ELECTION OF DIRECTOR: U.M. BURNS                           Management   For          For
1D      ELECTION OF DIRECTOR: K.I. CHENAULT                        Management   For          For
1E      ELECTION OF DIRECTOR: P. CHERNIN                           Management   For          For
1F      ELECTION OF DIRECTOR: J. LESCHLY                           Management   For          For
1G      ELECTION OF DIRECTOR: R.C. LEVIN                           Management   For          For
1H      ELECTION OF DIRECTOR: R.A. MCGINN                          Management   For          For
1I      ELECTION OF DIRECTOR: E.D. MILLER                          Management   For          For
1J      ELECTION OF DIRECTOR: S.S REINEMUND                        Management   For          For
1K      ELECTION OF DIRECTOR: R.D. WALTER                          Management   For          For
1L      ELECTION OF DIRECTOR: R.A. WILLIAMS                        Management   For          For
02      RATIFICATION OF APPOINTMENT OF                             Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03      ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE            Management   For          For
        COMPENSATION.
04      SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE                Shareholder  Against      For
        VOTING FOR DIRECTORS.
05      SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF            Shareholder  Against      For
        SPECIAL SHAREHOLDER MEETINGS.


- --------------------------------------------------------------------------------
COOPER INDUSTRIES, LTD.

SECURITY        G24182100           MEETING TYPE   Annual
TICKER SYMBOL   CBE                 MEETING DATE   27-Apr-2009
ISIN            BMG241821005        AGENDA         933011102 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    IVOR J. EVANS                                                      For          For
        2    KIRK S. HACHIGIAN                                                  For          For
        3    LAWRENCE D. KINGSLEY                                               For          For
        4    JAMES R. WILSON                                                    For          For
02      APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT               Management   For          For
        AUDITORS FOR THE YEAR ENDING 12/31/2009.
03      SHAREHOLDER PROPOSAL REQUESTING COOPER TO                  Shareholder  Against      For
        IMPLEMENT A CODE OF CONDUCT BASED ON
        INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS
        STANDARDS.


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THE BOEING COMPANY

SECURITY        097023105           MEETING TYPE   Annual
TICKER SYMBOL   BA                  MEETING DATE   27-Apr-2009
ISIN            US0970231058        AGENDA         933012356 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN H. BIGGS                        Management   For          For
1B      ELECTION OF DIRECTOR: JOHN E. BRYSON                       Management   For          For
1C      ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR.               Management   For          For
1D      ELECTION OF DIRECTOR: LINDA Z. COOK                        Management   For          For
1E      ELECTION OF DIRECTOR: WILLIAM M. DALEY                     Management   For          For
1F      ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN                Management   For          For
1G      ELECTION OF DIRECTOR: JOHN F. MCDONNELL                    Management   For          For
1H      ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.               Management   For          For
1I      ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI                   Management   For          For
02      AMENDMENT TO THE BOEING COMPANY 2003 INCENTIVE             Management   Against      Against
        STOCK PLAN.
03      ADVISORY VOTE ON APPOINTMENT OF DELOITTE &                 Management   For          For
        TOUCHE LLP AS INDEPENDENT AUDITOR.
04      ADOPT CUMULATIVE VOTING.                                   Shareholder  Against      For
05      REQUIRE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER           Shareholder  Against      For
        COMPENSATION.
06      ADOPT HEALTH CARE PRINCIPLES.                              Shareholder  Against      For
07      PREPARE A REPORT ON FOREIGN MILITARY SALES.                Shareholder  Against      For
08      REQUIRE AN INDEPENDENT LEAD DIRECTOR.                      Shareholder  Against      For
09      REQUIRE SHAREHOLDER APPROVAL OF FUTURE                     Shareholder  Against      For
        SEVERANCE ARRANGEMENTS.
10      REQUIRE DISCLOSURE OF POLITICAL CONTRIBUTIONS.             Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                51


- --------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM

SECURITY        W92277115           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   SWM.DE              MEETING DATE   28-Apr-2009
ISIN            SE0000310336        AGENDA         701893871 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        IMPORTANT MARKET PROCESSING REQUIREMENT: A                 Non-Voting
        BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
        IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
        VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
        POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
        IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
        CLIENT SERVICE REPRESENTATIVE
        MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL              Non-Voting
        OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
        ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
        NEED TO PROVI-DE THE BREAKDOWN OF EACH
        BENEFICIAL OWNER NAME, ADDRESS AND SHARE
        POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
        THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
        VOTE TO BE LODGED
        PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN          Non-Voting
        ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING           Non-Voting
        ID 540594 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
1.      Opening of the Meeting and election of Mr. Claes Beyer     Non-Voting
        as the Chairman of the-Meeting
2.      Preparation and approval of the voting list                Non-Voting
3.      Election of one or two persons, to verify the minutes      Non-Voting
4.      Determination of whether the meeting has been duly         Non-Voting
        convened
5.      Approval of the agenda                                     Non-Voting
6.      Presentation of the annual report and the Auditors'        Non-Voting
        report, the consolidated f-inancial statements and the
        Auditors' report on the consolidated financial
        sta-tements for 2008, the Auditors' statement
        regarding compliance with the princi-ples for
        determination of remuneration to senior executives as
        well as the Boa-rd of Directors' motion regarding the
        allocation of profit and explanatory sta-tements; in
        connection therewith, the President's address and the
        Board of Dir-ectors' report regarding its work and the
        work and function of the Compensatio-n Committee and
        the Audit Committee
7.      Adopt the income statement and balance sheet and the       Management   For          For
        consolidated income statement and consolidated balance
        sheet
8.      Approve that a dividend be paid to the shareholders in     Management   For          For
        the amount of SEK 4.10 per share and the remaining
        profits be carried forward, minus the funds that may
        be utilized for a bonus issue, provided that the 2009
        AGM passes a resolution in accordance with a reduction
        of the share capital pursuant to Resolution 10.A, as
        well as a resolution concerning a bonus issue pursuant
        to Resolution 10.B; the record date for entitlement to
        receive a cash dividend is 04 MAY 2009; the dividend
        is expected to be paid through Euroclear Sweden AB
        [formerly VPC AB] on 07 MAY 2009
9.      Grant discharge, from liability, to the Board Members      Management   For          For
        and the President
10.A    Approve to reduce the Company's share capital of SEK       Management   For          For
        6,110,045.76 by means of the withdrawal of 4,000,000
        shares in the Company; the shares in the Company
        proposed for withdrawal have been repurchased by the
        Company in accordance with the authorization granted
        by the general meeting of the Company and the reduced
        amount be allocated to a fund for use in repurchasing
        the Company's own shares
10.B    Approve, upon passing of Resolution 10A, to increase       Management   For          For
        in the Company's share capital of SEK 6,110,045.76
        through a transfer from non-restricted shareholders'
        equity to the share capital [bonus issue]; the share
        capital shall be increased without issuing new shares
11.     Authorize the Board of Directors to decide on the          Management   For          For
        acquisition, on 1 or more occasions prior to the next
        AGM, of a maximum of as many shares as may be acquired
        without the Company's holding at any time exceeding
        more than 10% of all shares in the Company, for a
        maximum amount of SEK 3,000 million; the shares shall
        be acquired on the NASDAQ OMX Nordic Exchange in
        Stockholm Stock Exchange at a price within the price
        interval registered at any given time, i.e. the
        interval between the highest bid price and the lowest
        offer price
12.     Adopt the specified principles for determination of        Management   For          For
        remuneration and other terms of employment for the
        President and other Members of the Group Management
        team
13.     Approve a Call Option Program for 2009                     Management   For          For
14.     Approve that the Company issue 1,720,000 call options      Management   For          For
        to execute the option program for 2008; that the
        Company, in a deviation from the preferential rights
        of shareholders, be permitted to transfer of 1,720,000
        shares in the Company at a selling price of SEK 141.24
        per share in conjunction with a potential exercise of
        the call options; the number of shares and the selling
        price of the shares covered by the transfer resolution
        in accordance with this item may be recalculated as a
        consequence of a bonus issue of shares, a
        consolidation or split of shares, a new share issue, a
        reduction in the share capital, or another similar
        measure
15.     Approve to determine the number of Members of the          Management   For          For
        Board of Directors at 7, without Deputies
16.     Approve that the Board of Directors be paid for the        Management   For          For
        period until the close of the next AGM as follows: the
        Chairman shall receive SEK 1,575,000 and the Deputy
        Chairman shall receive SEK 745,000 and the other Board
        Members elected by the meeting shall each receive SEK
        630,000 and, as compensation for committee work
        carried out, be allocated SEK 230,000 to the Chairmen
        of the Compensation Committee and the Audit Committee
        respectively and SEK 115,000 respectively to the other
        Members of these Committees although totaling no more
        than SEK 920,000; and that Members of the Board
        employed by the Swedish Match Group shall not receive
        any remuneration
17.     Re-elect Messrs. Charles A. Blixt, Andrew Cripps,          Management   For          For
        Karen Guerra, Arne Jurbrant, Conny Karlsson, Kersti
        Strandqvist and Meg Tiveus as the Members of the Board
        of Directors and Mr. Conny Karlsson as the Chairman of
        the Board, and Mr. Andrew Cripps as the Deputy Chairman
18.     Amend the Articles of Association                          Management   For          For
19.     Approve the procedure for appointing Members to the        Management   For          For
        Nominating Committee and the matter of remuneration
        for the Nominating Committee, if any
20.     Adopt the instructions for Swedish Match AB's              Management   For          For
        Nominating Committee which, in all essentials, are
        identical to those adopted by the 2008 AGM




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                52


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ANHEUSER-BUSCH INBEV SA, BRUXELLES

SECURITY        B6399C107           MEETING TYPE   MIX
TICKER SYMBOL   AHBIF.PK            MEETING DATE   28-Apr-2009
ISIN            BE0003793107        AGENDA         701899607 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING           Non-Voting
        ID 551082 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
        IMPORTANT MARKET PROCESSING REQUIREMENT: A                 Non-Voting
        BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
        IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
        VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
        POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
        IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
        CLIENT SERVICE REPRESENTATIVE-.
        MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL              Non-Voting
        OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
        ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
        NEED TO PROVI-DE THE BREAKDOWN OF EACH
        BENEFICIAL OWNER NAME, ADDRESS AND SHARE
        POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
        THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
        VOTE TO BE LODGED.
1.      Management report by the Board of Directors on the         Non-Voting
        accounting year ending on 3-1 DEC 2008
2.      Report by the Statutory Auditor on the accounting          Non-Voting
        year ending on 31 DEC 2008
3.      Communication of the consolidated annual accounts          Non-Voting
        relating to the accounting y-ear ending on 31 DEC 2008
4.      Approve the statutory annual accounts relating to the      Management   No Action
        accounting year ended on 31 DEC 2008, including the
        allocation of the result the dividend will be payable
        as from 05 MAY 2009
5.      Grant discharge to the Directors for the performance       Management   No Action
        of their duties during the accounting year ending on
        31 DEC 2008
6.      Grant discharge to the Statutory Auditor for the           Management   No Action
        performance of his duties during the accounting year
        ending on 31 DEC 2008
7.A     Amend the Executive remuneration policy, applicable        Management   No Action
        as from 2009, this document can be reviewed as
        indicated at the end of this notice
7.B     Approve the specific one-time granting of stock            Management   No Action
        options and shares
8.A     Approve to change the control provisions relating to       Management   No Action
        the emtnprogram
8.B     Approve to change of control provisions relating to        Management   No Action
        the US dollar notes
9.A     Special report by the Board of Directors on the            Non-Voting
        issuance of subscription right-s and the exclusion of
        the preference right of the existing shareholders in
        fa-vour of specific persons, drawn up in accordance
        with Articles 583,596 and 598-of the companies code
9.B     Special report by the statutory Auditor on the             Non-Voting
        exclusion of the preference rig-ht of the existing
        shareholders in favour of specific persons, Drawn up
        in acc-ordance with Articles 596 and 598 of the
        companies code
9.C     Approve the excluding the preference right of the          Management   No Action
        existing shareholders in relation to the issuance of
        subscription rights in favour of all current
        directors of the Company, as well as former Directors
        of the company, as identified in the report referred
        under item(a) as specified
9.D     Approve the issuance of a maximum number of 1,250,000      Management   No Action
        subscription rights and determining their terms and
        conditions [as such terms and conditions are appended
        to report referred under item (a) above]
9.E     Approve to increase the capital of the Company, under      Management   No Action
        the condition precedent and to the extent of the
        exercise of the subscription rights, for a maximum
        amount equal to the number of subscription rights
        multiplied by their exercise price and allocation of
        the issuance premium to an account not available for
        distribution
9.F.i   Authorize the nomination Committee to determine the        Management   No Action
        effective total number of subscription rights to be
        offered and the individual number of subscription
        rights to be offered to each of the Directors and
        former Directors
9.Fii   Authorize the two Directors acting jointly to have         Management   No Action
        recorded by notarial deed the exercise of the
        subscription rights, the corresponding increase of
        the capital, the number of new shares issued, the
        resulting modification to the Articles of Association
        and the allocation of the issuance premium to an
        account not available for distribution
10.A    Special report by the Board of Directors on the            Non-Voting
        authorized capital, drawn up i-n accordance with
        article 604 of the Companies code
10.B    Approve to cancel the unused portion of the existing       Management   No Action
        authorized capital, granting a new authorization to
        the Board of Directors to increase the capital in
        accordance with Article 6 of the Articles of
        Association, in one or more transactions, by the
        issuance of a number of shares, or financial
        instruments giving right to a number of shares, which
        will represent not more than 3pct of the shares
        issued as at 28 APR 2009, and modifying Article 6 of
        the articles of Association accordingly; such
        authorization is granted for a period of five years
        as from the date of publication of this modification
        to the Articles of Association in the belgian state
        journal [moniteur belge belgisch staatsblad]
11.     Authorize the Board of Directors to purchase the           Management   No Action
        company's own shares, as such authorization and its
        terms and conditions are provided for by Article 10,
        indent 1, of the Articles of Association, and
        amending Article 10, indent 2 of the Articles of
        Association accordingly; such authorization is
        granted for a period of five years as from 28 APR 2009
12.     Authorize Mr. Benoit Loore, VP legal Corporate, with       Management   No Action
        power to substitute and without prejudice to other
        delegtions of powers to the extent applicable, for
        (i) the restatements of the Articles of Association
        as a result of all changes referred to above, the
        signing of the restated Articles of Association and
        their filings with the clerk's office of the
        commercial court of brussels,(ii) the filing with the
        same clerk's office of the resolutions referred under
        item 8 above and (iii) any other filings and
        publication formalities in relation to the above
        resolution




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                53


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MERCK & CO., INC.

SECURITY        589331107           MEETING TYPE   Annual
TICKER SYMBOL   MRK                 MEETING DATE   28-Apr-2009
ISIN            US5893311077        AGENDA         933007432 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LESLIE A. BRUN                       Management   For          For
1B      ELECTION OF DIRECTOR: THOMAS R. CECH, PH.D.                Management   For          For
1C      ELECTION OF DIRECTOR: RICHARD T. CLARK                     Management   For          For
1D      ELECTION OF DIRECTOR: THOMAS H. GLOCER                     Management   For          For
1E      ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE                  Management   For          For
1F      ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR.             Management   For          For
1G      ELECTION OF DIRECTOR: HARRY R. JACOBSON, M.D.              Management   For          For
1H      ELECTION OF DIRECTOR: WILLIAM N. KELLEY, M.D.              Management   For          For
1I      ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS                  Management   For          For
1J      ELECTION OF DIRECTOR: CARLOS E. REPRESAS                   Management   For          For
1K      ELECTION OF DIRECTOR: THOMAS E. SHENK, PH.D.               Management   For          For
1L      ELECTION OF DIRECTOR: ANNE M. TATLOCK                      Management   For          For
1M      ELECTION OF DIRECTOR: SAMUEL O. THIER, M.D.                Management   For          For
1N      ELECTION OF DIRECTOR: WENDELL P. WEEKS                     Management   For          For
1O      ELECTION OF DIRECTOR: PETER C. WENDELL                     Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S           Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009
03      PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF              Management   For          For
        INCORPORATION TO LIMIT THE SIZE OF THE BOARD TO NO
        MORE THAN 18 DIRECTORS
04      STOCKHOLDER PROPOSAL CONCERNING SPECIAL                    Shareholder  Against      For
        SHAREHOLDER MEETINGS
05      STOCKHOLDER PROPOSAL CONCERNING AN                         Shareholder  Against      For
        INDEPENDENT LEAD DIRECTOR
06      STOCKHOLDER PROPOSAL CONCERNING AN ADVISORY                Shareholder  Against      For
        VOTE ON EXECUTIVE COMPENSATION


- --------------------------------------------------------------------------------
WELLS FARGO & COMPANY

SECURITY        949746101           MEETING TYPE   Annual
TICKER SYMBOL   WFC                 MEETING DATE   28-Apr-2009
ISIN            US9497461015        AGENDA         933008422 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN D. BAKER II                     Management   For          For
1B      ELECTION OF DIRECTOR: JOHN S. CHEN                         Management   For          For
1C      ELECTION OF DIRECTOR: LLOYD H. DEAN                        Management   For          For
1D      ELECTION OF DIRECTOR: SUSAN E. ENGEL                       Management   For          For
1E      ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.               Management   For          For
1F      ELECTION OF DIRECTOR: DONALD M. JAMES                      Management   For          For
1G      ELECTION OF DIRECTOR: ROBERT L. JOSS                       Management   For          For
1H      ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH                Management   For          For
1I      ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                 Management   For          For
1J      ELECTION OF DIRECTOR: MACKEY J. MCDONALD                   Management   For          For
1K      ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                  Management   For          For
1L      ELECTION OF DIRECTOR: NICHOLAS G. MOORE                    Management   For          For
1M      ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                    Management   For          For
1N      ELECTION OF DIRECTOR: DONALD B. RICE                       Management   For          For
1O      ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                    Management   For          For
1P      ELECTION OF DIRECTOR: STEPHEN W. SANGER                    Management   For          For
1Q      ELECTION OF DIRECTOR: ROBERT K. STEEL                      Management   For          For
1R      ELECTION OF DIRECTOR: JOHN G. STUMPF                       Management   For          For
1S      ELECTION OF DIRECTOR: SUSAN G. SWENSON                     Management   For          For
02      PROPOSAL TO APPROVE A NON-BINDING ADVISORY                 Management   For          For
        RESOLUTION REGARDING THE COMPENSATION OF THE
        COMPANY'S NAMED EXECUTIVES.
03      PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS              Management   For          For
        INDEPENDENT AUDITORS FOR 2009.
04      PROPOSAL TO APPROVE AN AMENDMENT TO THE                    Management   Against      Against
        COMPANY'S LONG-TERM INCENTIVE COMPENSATION PLAN.
05      STOCKHOLDER PROPOSAL REGARDING A BY-LAWS                   Shareholder  Against      For
        AMENDMENT TO REQUIRE AN INDEPENDENT CHAIRMAN.
06      STOCKHOLDER PROPOSAL REGARDING A REPORT ON                 Shareholder  Against      For
        POLITICAL CONTRIBUTIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                54


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INTERNATIONAL BUSINESS MACHINES CORP.

SECURITY        459200101           MEETING TYPE   Annual
TICKER SYMBOL   IBM                 MEETING DATE   28-Apr-2009
ISIN            US4592001014        AGENDA         933008725 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: A.J.P. BELDA                         Management   For          For
1B      ELECTION OF DIRECTOR: C. BLACK                             Management   For          For
1C      ELECTION OF DIRECTOR: W.R. BRODY                           Management   For          For
1D      ELECTION OF DIRECTOR: K.I. CHENAULT                        Management   For          For
1E      ELECTION OF DIRECTOR: M.L. ESKEW                           Management   For          For
1F      ELECTION OF DIRECTOR: S.A. JACKSON                         Management   For          For
1G      ELECTION OF DIRECTOR: T. NISHIMURO                         Management   For          For
1H      ELECTION OF DIRECTOR: J.W. OWENS                           Management   For          For
1I      ELECTION OF DIRECTOR: S.J. PALMISANO                       Management   For          For
1J      ELECTION OF DIRECTOR: J.E. SPERO                           Management   For          For
1K      ELECTION OF DIRECTOR: S. TAUREL                            Management   For          For
1L      ELECTION OF DIRECTOR: L.H. ZAMBRANO                        Management   For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM
03      APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE                Management   For          For
        TERMS FOR CERTAIN EXECUTIVES PURSUANT TO SECTION
        162(M) OF THE INTERNAL REVENUE CODE
04      STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING                  Shareholder  Against      For
05      STOCKHOLDER PROPOSAL ON EXECUTIVE                          Shareholder  Against      For
        COMPENSATION AND PENSION INCOME
06      STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON                   Shareholder  Against      For
        EXECUTIVE COMPENSATION


- --------------------------------------------------------------------------------
INTERNATIONAL FLAVORS & FRAGRANCES INC.

SECURITY        459506101           MEETING TYPE   Annual
TICKER SYMBOL   IFF                 MEETING DATE   28-Apr-2009
ISIN            US4595061015        AGENDA         933010136 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: MARGARET HAYES ADAME                 Management   For          For
1B      ELECTION OF DIRECTOR: ROBERT M. AMEN                       Management   For          For
1C      ELECTION OF DIRECTOR: MARCELLO BOTTOLI                     Management   For          For
1D      ELECTION OF DIRECTOR: LINDA B. BUCK                        Management   For          For
1E      ELECTION OF DIRECTOR: J. MICHAEL COOK                      Management   For          For
1F      ELECTION OF DIRECTOR: PETER A. GEORGESCU                   Management   For          For
1G      ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN                  Management   For          For
1H      ELECTION OF DIRECTOR: HENRY W. HOWELL, JR.                 Management   For          For
1I      ELECTION OF DIRECTOR: KATHERINE M. HUDSON                  Management   For          For
1J      ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ                   Management   For          For
1K      ELECTION OF DIRECTOR: BURTON M. TANSKY                     Management   For          For
1L      ELECTION OF DIRECTOR: DOUGLAS D. TOUGH                     Management   For          For
02      TO RATIFY THE SELECTION OF                                 Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009


- --------------------------------------------------------------------------------
HANESBRANDS INC.

SECURITY        410345102           MEETING TYPE   Annual
TICKER SYMBOL   HBI                 MEETING DATE   28-Apr-2009
ISIN            US4103451021        AGENDA         933010225 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHADEN                                                             For          For
        2    GRIFFIN                                                            For          For
        3    JOHNSON                                                            For          For
        4    MATHEWS                                                            For          For
        5    MULCAHY                                                            For          For
        6    NELSON                                                             For          For
        7    NOLL                                                               For          For
        8    SCHINDLER                                                          For          For
        9    ZIEGLER                                                            For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS'
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR ITS 2009 FISCAL YEAR




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                55


- --------------------------------------------------------------------------------
WEIS MARKETS, INC.

SECURITY        948849104           MEETING TYPE   Annual
TICKER SYMBOL   WMK                 MEETING DATE   28-Apr-2009
ISIN            US9488491047        AGENDA         933010554 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    ROBERT F. WEIS                                                     For          For
        2    JONATHAN H. WEIS                                                   For          For
        3    DAVID J. HEPFINGER                                                 For          For
        4    WILLIAM R. MILLS                                                   For          For
        5    MATTHEW NIMETZ                                                     For          For
        6    RICHARD E. SHULMAN                                                 For          For
        7    STEVEN C. SMITH                                                    For          For
2       PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT               Management   For          For
        THORNTON LLP AS THE INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM OF THE CORPORATION.


- --------------------------------------------------------------------------------
FORTUNE BRANDS, INC.

SECURITY        349631101           MEETING TYPE   Annual
TICKER SYMBOL   FO                  MEETING DATE   28-Apr-2009
ISIN            US3496311016        AGENDA         933010871 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BRUCE A. CARBONARI                                                 For          For
        2    ANN F. HACKETT                                                     For          For
        3    DAVID M. THOMAS                                                    For          For
        4    RONALD V. WATERS, III                                              For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03      APPROVAL OF AMENDMENTS TO THE COMPANY'S                    Management   For          For
        RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
        FOR THE ANNUAL ELECTION OF DIRECTORS.
04      IF PRESENTED, A SHAREHOLDER PROPOSAL ENTITLED              Shareholder  Against      For
        "ADOPT SIMPLE MAJORITY VOTE".


- --------------------------------------------------------------------------------
SUNTRUST BANKS, INC.

SECURITY        867914103           MEETING TYPE   Annual
TICKER SYMBOL   STI                 MEETING DATE   28-Apr-2009
ISIN            US8679141031        AGENDA         933010883 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ALSTON D. CORRELL                                                  For          For
        2    PATRICIA C. FRIST                                                  For          For
        3    BLAKE P. GARRETT, JR.                                              For          For
        4    DAVID H. HUGHES                                                    For          For
        5    M. DOUGLAS IVESTER                                                 For          For
        6    G. GILMER MINOR, III                                               For          For
        7    JAMES M. WELLS III                                                 For          For
        8    KAREN HASTIE WILLIAMS                                              For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP AS INDEPENDENT AUDITORS FOR 2009.
03      PROPOSAL TO APPROVE THE SUNTRUST BANKS, INC. 2009          Management   For          For
        STOCK PLAN.
04      TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING)            Management   For          For
        PROPOSAL: "RESOLVED, THAT THE HOLDERS OF COMMON
        STOCK OF SUNTRUST BANKS INC., APPROVE THE
        COMPENSATION OF THE COMPANY'S EXECUTIVES AS
        DESCRIBED IN THE SUMMARY COMPENSATION TABLE AS
        WELL AS IN THE COMPENSATION DISCUSSION AND
        ANALYSIS AND THE OTHER EXECUTIVE COMPENSATION
        TABLES AND RELATED DISCUSSION.


- --------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC.

SECURITY        025537101           MEETING TYPE   Annual
TICKER SYMBOL   AEP                 MEETING DATE   28-Apr-2009
ISIN            US0255371017        AGENDA         933012635 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    E.R. BROOKS                                                        For          For
        2    DONALD M. CARLTON                                                  For          For
        3    RALPH D. CROSBY, JR.                                               For          For
        4    LINDA A. GOODSPEED                                                 For          For
        5    THOMAS E. HOAGLIN                                                  For          For
        6    LESTER A. HUDSON, JR.                                              For          For
        7    MICHAEL G. MORRIS                                                  For          For
        8    LIONEL L. NOWELL III                                               For          For
        9    RICHARD L. SANDOR                                                  For          For
        10   KATHRYN D. SULLIVAN                                                For          For
        11   SARA MARTINEZ TUCKER                                               For          For
        12   JOHN F. TURNER                                                     For          For
02      APPROVE AMENDMENT TO THE CERTIFICATE OF                    Management   Against      Against
        INCORPORATION ELIMINATING CUMULATIVE VOTING AND
        SUPPORTING THE BOARD OF DIRECTORS' ADOPTION OF
        MAJORITY VOTING IN DIRECTOR ELECTIONS.
03      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS THE COMPANY'S INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
        YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                56


- --------------------------------------------------------------------------------
MOODY'S CORPORATION

SECURITY        615369105           MEETING TYPE   Annual
TICKER SYMBOL   MCO                 MEETING DATE   28-Apr-2009
ISIN            US6153691059        AGENDA         933012786 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: EWALD KIST                           Management   For          For
1B      ELECTION OF DIRECTOR: HENRY A. MCKINNELL, JR., PH.D.       Management   For          For
1C      ELECTION OF DIRECTOR: JOHN K. WULFF                        Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03      STOCKHOLDER PROPOSAL TO ADOPT A POLICY THAT THE            Shareholder  Against      For
        CHAIRMAN OF THE COMPANY'S BOARD OF DIRECTORS BE
        AN INDEPENDENT DIRECTOR.
04      STOCKHOLDER PROPOSAL TO ADOPT A POLICY                     Shareholder  Against      For
        REQUIRING SENIOR EXECUTIVES TO RETAIN A
        SIGNIFICANT PERCENTAGE OF COMPANY SHARES UNTIL
        TWO YEARS FOLLOWING TERMINATION OF THEIR
        EMPLOYMENT.


- --------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC.

SECURITY        693475105           MEETING TYPE   Annual
TICKER SYMBOL   PNC                 MEETING DATE   28-Apr-2009
ISIN            US6934751057        AGENDA         933014095 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: MR. BERNDT                           Management   For          For
1B      ELECTION OF DIRECTOR: MR. BUNCH                            Management   For          For
1C      ELECTION OF DIRECTOR: MR. CHELLGREN                        Management   For          For
1D      ELECTION OF DIRECTOR: MR. CLAY                             Management   For          For
1E      ELECTION OF DIRECTOR: MS. JAMES                            Management   For          For
1F      ELECTION OF DIRECTOR: MR. KELSON                           Management   For          For
1G      ELECTION OF DIRECTOR: MR. LINDSAY                          Management   For          For
1H      ELECTION OF DIRECTOR: MR. MASSARO                          Management   For          For
1I      ELECTION OF DIRECTOR: MS. PEPPER                           Management   For          For
1J      ELECTION OF DIRECTOR: MR. ROHR                             Management   For          For
1K      ELECTION OF DIRECTOR: MR. SHEPARD                          Management   For          For
1L      ELECTION OF DIRECTOR: MS. STEFFES                          Management   For          For
1M      ELECTION OF DIRECTOR: MR. STRIGL                           Management   For          For
1N      ELECTION OF DIRECTOR: MR. THIEKE                           Management   For          For
1O      ELECTION OF DIRECTOR: MR. USHER                            Management   For          For
1P      ELECTION OF DIRECTOR: MR. WALLS                            Management   For          For
1Q      ELECTION OF DIRECTOR: MR. WEHMEIER                         Management   For          For
02      APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC.         Management   For          For
        EMPLOYEE STOCK PURCHASE PLAN AS AMENDED AND
        RESTATED AS OF JANUARY 1, 2009.
03      RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS PNC'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.
04      APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE                  Management   For          For
        COMPENSATION.
05      A SHAREHOLDER PROPOSAL REGARDING EQUITY                    Shareholder  Against      For
        OWNERSHIP, IF PROPERLY PRESENTED BEFORE THE
        MEETING.


- --------------------------------------------------------------------------------
ROLLINS, INC.

SECURITY        775711104           MEETING TYPE   Annual
TICKER SYMBOL   ROL                 MEETING DATE   28-Apr-2009
ISIN            US7757111049        AGENDA         933014970 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    GARY W. ROLLINS*                                                   For          For
        2    HENRY B. TIPPIE*                                                   For          For
        3    LARRY L. PRINCE*                                                   For          For
        4    GLEN W. ROLLINS**                                                  For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                57


- --------------------------------------------------------------------------------
FMC CORPORATION

SECURITY        302491303           MEETING TYPE   Annual
TICKER SYMBOL   FMC                 MEETING DATE   28-Apr-2009
ISIN            US3024913036        AGENDA         933016049 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR             Management   For          For
        TERM EXPIRING IN 2012: PATRICIA A. BUFFLER
1B      ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR             Management   For          For
        TERM EXPIRING IN 2012: G. PETER D'ALOIA
1C      ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR             Management   For          For
        TERM EXPIRING IN 2012: C. SCOTT GREER
1D      ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR             Management   For          For
        TERM EXPIRING IN 2012: PAUL J. NORRIS
1E      ELECTION OF CLASS III DIRECTOR FOR A ONE-YEAR TERM         Management   For          For
        EXPIRING IN 2010: DIRK A. KEMPTHORNE
02      RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
CH ENERGY GROUP, INC.

SECURITY        12541M102           MEETING TYPE   Annual
TICKER SYMBOL   CHG                 MEETING DATE   28-Apr-2009
ISIN            US12541M1027        AGENDA         933022559 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MANUEL J. IRAOLA                                                   For          For
        2    E. MICHEL KRUSE                                                    For          For
        3    ERNEST R. VEREBELYI                                                For          For
02      AMENDMENT TO RESTATED CERTIFICATE OF                       Management   For          For
        INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION
        OF DIRECTORS.
03      RATIFICATION OF APPOINTMENT OF THE CORPORATION'S           Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
BANCO SANTANDER CHILE

SECURITY        05965X109           MEETING TYPE   Annual
TICKER SYMBOL   SAN                 MEETING DATE   28-Apr-2009
ISIN            US05965X1090        AGENDA         933059354 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND           Management   For          For
        CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK
        AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF
        THE EXTERNAL AUDITORS, AND THE NOTES
        CORRESPONDING TO THE FINANCIAL YEAR ENDING
        DECEMBER 31ST OF 2008.
02      THE PAYMENT OF A DIVIDEND OF CH$1.13185985 PER             Management   For          For
        SHARE OR 65% OF 2008 NET INCOME ATTRIBUTABLE TO
        SHAREHOLDERS AS A DIVIDEND. THE REMAINING 35% OF
        2008 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS WILL
        BE RETAINED AS RESERVES.
03      DESIGNATION OF EXTERNAL AUDITORS. THE BOARD IS             Management   For          For
        PROPOSING DELOITTE AUDITORES Y CONSULTORES
        LIMITADA.
04      RATIFY THE DIRECTORS APPOINTED TO THE BOARD. IN            Management   For          For
        2008 THE FOLLOWING BOARD MEMBERS RESIGNED:
        BENIGNO RODRIGUEZ AND MARCIAL PORTELA. THE BOARD
        DESIGNATED VITTORIO CORBO AND THE ALTERNATE
        DIRECTOR JESUS ZABALZA AS REPLACEMENTS.
        SHAREHOLDERS MUST RATIFY THESE DESIGNATIONS AND
        APPROVE THE NEW ALTERNATE DIRECTOR TO BE NAMED.
05      APPROVE THE BOARD OF DIRECTORS' 2009                       Management   For          For
        REMUNERATION. A MONTHLY STIPEND OF UF209
        (APPROXIMATELY US$7,500) PLUS UF26 (US$930) PER
        MONTH FOR EACH COMMITTEE A BOARD MEMBER
        PARTICIPATES IN.
06      APPROVAL OF THE AUDIT COMMITTEE'S 2009 BUDGET.             Management   For          For
07      APPROVAL OF RELATED PARTY TRANSACTIONS AND                 Management   For          For
        SIGNIFICANT EVENTS REGISTERED IN 2008 IN
        ACCORDANCE WITH ARTICLE 44 OF LAW 18,046 AND
        DETAILED IN NOTE 14 OF THE FINANCIAL STATEMENTS.


- --------------------------------------------------------------------------------
ENI S P A

SECURITY        T3643A145           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   EIPAF.PK            MEETING DATE   29-Apr-2009
ISIN            IT0003132476        AGENDA         701872372 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT              Non-Voting
        REACH QUORUM, THERE WILL BE A SE-COND CALL ON 30
        APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
        IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
        SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
        THE MEETING IS CANCELLED-. THANK YOU.
1.      Approve the balance sheet as of 31 DEC 2008 of ENI SPA,    Management   No Action
        consolidated balance sheet as of 31 DEC 2008, Directors,
        Board of Auditors and auditing Company's reporting
2.      Approve the profits of allocation                          Management   No Action




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                58


- --------------------------------------------------------------------------------
MARATHON OIL CORPORATION

SECURITY        565849106           MEETING TYPE   Annual
TICKER SYMBOL   MRO                 MEETING DATE   29-Apr-2009
ISIN            US5658491064        AGENDA         933009424 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CHARLES F. BOLDEN, JR.               Management   For          For
1B      ELECTION OF DIRECTOR: GREGORY H. BOYCE                     Management   For          For
1C      ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR.             Management   For          For
1D      ELECTION OF DIRECTOR: DAVID A. DABERKO                     Management   For          For
1E      ELECTION OF DIRECTOR: WILLIAM L. DAVIS                     Management   For          For
1F      ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON                  Management   For          For
1G      ELECTION OF DIRECTOR: PHILIP LADER                         Management   For          For
1H      ELECTION OF DIRECTOR: CHARLES R. LEE                       Management   For          For
1I      ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS                  Management   For          For
1J      ELECTION OF DIRECTOR: DENNIS H. REILLEY                    Management   For          For
1K      ELECTION OF DIRECTOR: SETH E. SCHOFIELD                    Management   For          For
1L      ELECTION OF DIRECTOR: JOHN W. SNOW                         Management   For          For
1M      ELECTION OF DIRECTOR: THOMAS J. USHER                      Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        AUDITOR FOR 2009
03      STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS TO               Shareholder  Against      For
        LOWER THE THRESHOLD FOR STOCKHOLDERS TO CALL
        SPECIAL MEETINGS
04      STOCKHOLDER PROPOSAL TO ADOPT A POLICY FOR                 Shareholder  Against      For
        RATIFICATION OF EXECUTIVE COMPENSATION


- --------------------------------------------------------------------------------
AGL RESOURCES INC.

SECURITY        001204106           MEETING TYPE   Annual
TICKER SYMBOL   AGL                 MEETING DATE   29-Apr-2009
ISIN            US0012041069        AGENDA         933010972 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHARLES R. CRISP                                                   For          For
        2    WYCK A. KNOX, JR.                                                  For          For
        3    DENNIS M. LOVE                                                     For          For
        4    CHARLES H "PETE" MCTIER                                            For          For
        5    HENRY C. WOLF                                                      For          For
02      TO AMEND OUR ARTICLES OF INCORPORATION TO                  Management   For          For
        ELIMINATE CLASSIFICATION OF THE BOARD OF
        DIRECTORS.
03      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
DPL INC.

SECURITY        233293109           MEETING TYPE   Annual
TICKER SYMBOL   DPL                 MEETING DATE   29-Apr-2009
ISIN            US2332931094        AGENDA         933011099 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    PAUL R. BISHOP                                                     For          For
        2    FRANK F. GALLAHER                                                  For          For
        3    GEN. L.L. LYLES (RET.)                                             For          For
02      RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC             Management   For          For
        ACCOUNTANT.


- --------------------------------------------------------------------------------
SCRIPPS NETWORKS INTERACTIVE INC

SECURITY        811065101           MEETING TYPE   Annual
TICKER SYMBOL   SNI                 MEETING DATE   29-Apr-2009
ISIN            US8110651010        AGENDA         933012558 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DAVID A. GALLOWAY                                                  For          For
        2    DALE POND                                                          For          For
        3    RONALD W. TYSOE                                                    For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                59


- --------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY

SECURITY        263534109           MEETING TYPE   Annual
TICKER SYMBOL   DD                  MEETING DATE   29-Apr-2009
ISIN            US2635341090        AGENDA         933012875 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: SAMUEL W. BODMAN                     Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD H. BROWN                     Management   For          For
1C      ELECTION OF DIRECTOR: ROBERT A. BROWN                      Management   For          For
1D      ELECTION OF DIRECTOR: BERTRAND P. COLLOMB                  Management   For          For
1E      ELECTION OF DIRECTOR: CURTIS J. CRAWFORD                   Management   For          For
1F      ELECTION OF DIRECTOR: ALEXANDER M. CUTLER                  Management   For          For
1G      ELECTION OF DIRECTOR: JOHN T. DILLON                       Management   For          For
1H      ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT                 Management   For          For
1I      ELECTION OF DIRECTOR: MARILLYN A. HEWSON                   Management   For          For
1J      ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.             Management   For          For
1K      ELECTION OF DIRECTOR: LOIS D. JULIBER                      Management   For          For
1L      ELECTION OF DIRECTOR: ELLEN J. KULLMAN                     Management   For          For
1M      ELECTION OF DIRECTOR: WILLIAM K. REILLY                    Management   For          For
02      ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC           Management   For          For
        ACCOUNTING FIRM
03      ON SHAREHOLDER SAY ON EXECUTIVE PAY                        Shareholder  Against      For


- --------------------------------------------------------------------------------
NEWMONT MINING CORPORATION

SECURITY        651639106           MEETING TYPE   Annual
TICKER SYMBOL   NEM                 MEETING DATE   29-Apr-2009
ISIN            US6516391066        AGENDA         933013586 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    G.A. BARTON                                                        For          For
        2    V.A. CALARCO                                                       For          For
        3    J.A. CARRABBA                                                      For          For
        4    N. DOYLE                                                           For          For
        5    V.M. HAGEN                                                         For          For
        6    M.S. HAMSON                                                        For          For
        7    R.J. MILLER                                                        For          For
        8    R.T. O'BRIEN                                                       For          For
        9    J.B. PRESCOTT                                                      For          For
        10   D.C. ROTH                                                          For          For
        11   J.V. TARANIK                                                       For          For
        12   S. THOMPSON                                                        For          For
02      RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF                Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS NEWMONT'S
        INDEPENDENT AUDITORS FOR 2009.
03      CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL               Shareholder  Against      For
        REGARDING SPECIAL MEETINGS, AS SET FORTH IN THE
        ACCOMPANYING PROXY STATEMENT, IF INTRODUCED AT
        THE MEETING.
04      CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL TO            Shareholder  Against      For
        APPROVE MAJORITY VOTING FOR THE ELECTION OF
        DIRECTORS IN A NON-CONTESTED ELECTION, AS SET
        FORTH IN THE ACCOMPANYING PROXY STATEMENT, IF
        INTRODUCED AT THE MEETING.


- --------------------------------------------------------------------------------
TECO ENERGY, INC.

SECURITY        872375100           MEETING TYPE   Annual
TICKER SYMBOL   TE                  MEETING DATE   29-Apr-2009
ISIN            US8723751009        AGENDA         933014918 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: SHERRILL W. HUDSON                   Management   For          For
1B      ELECTION OF DIRECTOR: JOSEPH P. LACHER                     Management   For          For
1C      ELECTION OF DIRECTOR: LORETTA A. PENN                      Management   For          For
02      VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS               Management   For          For
        OUR INDEPENDENT AUDITOR FOR 2009.
03      RE-APPROVAL OF PERFORMANCE CRITERIA UNDER THE              Management   For          For
        COMPANY'S 2004 EQUITY INCENTIVE PLAN.
04      DECLASSIFICATION OF BOARD.                                 Shareholder  Against      For


- --------------------------------------------------------------------------------
THE MCGRAW-HILL COMPANIES, INC.

SECURITY        580645109           MEETING TYPE   Annual
TICKER SYMBOL   MHP                 MEETING DATE   29-Apr-2009
ISIN            US5806451093        AGENDA         933015174 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    SIR MICHAEL RAKE                                                   For          For
        2    KURT L. SCHMOKE                                                    For          For
        3    SIDNEY TAUREL                                                      For          For
02      VOTE TO REAPPROVE PERFORMANCE GOALS UNDER OUR              Management   For          For
        2002 STOCK INCENTIVE PLAN.
03      VOTE TO RATIFY ERNST & YOUNG LLP AS OUR                    Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.
04      SHAREHOLDER PROPOSAL REQUESTING ELECTION OF                Shareholder  Against      For
        EACH DIRECTOR ANNUALLY.
05      SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF                Shareholder  Against      For
        SIMPLE MAJORITY VOTE.
06      SHAREHOLDER PROPOSAL REQUESTING PUBLIC                     Shareholder  Against      For
        DISCLOSURE OF CORPORATE POLICIES AND PROCEDURES
        REGARDING POLITICAL CONTRIBUTIONS AND THE AMOUNT
        OF SUCH CONTRIBUTIONS.
07      SHAREHOLDER PROPOSAL REQUESTING ELECTION OF                Shareholder  Against      For
        DIRECTORS BY MAJORITY VOTE.
08      SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF                Shareholder  Against      For
        POLICY REQUIRING CHAIRMAN TO BE INDEPENDENT
        DIRECTOR WHO HAS NOT PREVIOUSLY SERVED AS AN
        EXECUTIVE OFFICER OF THE COMPANY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                60


- --------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION

SECURITY        060505104           MEETING TYPE   Annual
TICKER SYMBOL   BAC                 MEETING DATE   29-Apr-2009
ISIN            US0605051046        AGENDA         933016051 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: WILLIAM BARNET, III                  Management   For          For
1B      ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR.                Management   For          For
1C      ELECTION OF DIRECTOR: VIRGIS W. COLBERT                    Management   For          For
1D      ELECTION OF DIRECTOR: JOHN T. COLLINS                      Management   For          For
1E      ELECTION OF DIRECTOR: GARY L. COUNTRYMAN                   Management   For          For
1F      ELECTION OF DIRECTOR: TOMMY R. FRANKS                      Management   For          For
1G      ELECTION OF DIRECTOR: CHARLES K. GIFFORD                   Management   For          For
1H      ELECTION OF DIRECTOR: KENNETH D. LEWIS                     Management   For          For
1I      ELECTION OF DIRECTOR: MONICA C. LOZANO                     Management   For          For
1J      ELECTION OF DIRECTOR: WALTER E. MASSEY                     Management   For          For
1K      ELECTION OF DIRECTOR: THOMAS J. MAY                        Management   For          For
1L      ELECTION OF DIRECTOR: PATRICIA E. MITCHELL                 Management   For          For
1M      ELECTION OF DIRECTOR: JOSEPH W. PRUEHER                    Management   For          For
1N      ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI                  Management   For          For
1O      ELECTION OF DIRECTOR: THOMAS M. RYAN                       Management   For          For
1P      ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR.                 Management   For          For
1Q      ELECTION OF DIRECTOR: ROBERT L. TILLMAN                    Management   For          For
1R      ELECTION OF DIRECTOR: JACKIE M. WARD                       Management   For          For
02      RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC          Management   For          For
        ACCOUNTING FIRM FOR 2009
03      AN ADVISORY (NON-BINDING) VOTE APPROVING                   Management   For          For
        EXECUTIVE COMPENSATION
04      STOCKHOLDER PROPOSAL - DISCLOSURE OF                       Shareholder  Against      For
        GOVERNMENT EMPLOYMENT
05      STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXEC               Shareholder  Against      For
        COMP
06      STOCKHOLDER PROPOSAL - CUMULATIVE VOTING                   Shareholder  Against      For
07      STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER                 Shareholder  Against      For
        MEETINGS
08      STOCKHOLDER PROPOSAL - INDEPENDENT BOARD                   Shareholder  Against      For
        CHAIRMAN
09      STOCKHOLDER PROPOSAL - PREDATORY CREDIT CARD               Shareholder  Against      For
        LENDING PRACTICES
10      STOCKHOLDER PROPOSAL - ADOPTION OF PRINCIPLES              Shareholder  Against      For
        FOR HEALTH CARE REFORM
11      STOCKHOLDER PROPOSAL - LIMITS ON EXEC COMP                 Shareholder  Against      For


- --------------------------------------------------------------------------------
CANADIAN OIL SANDS TRUST

SECURITY        13642L100           MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   COSWF               MEETING DATE   29-Apr-2009
ISIN            CA13642L1004        AGENDA         933020670 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TRUSTEE TO VOTE COMMON SHARES OF COSL SO AS TO             Management   For          For
        APPOINT PRICEWATERHOUSECOOPERS LLP AS THE
        AUDITOR OF COSL FOR THE ENSUING YEAR AT A
        REMUNERATION TO BE FIXED BY COSL AND APPROVED BY
        THE DIRECTORS THEREOF.
02      APPOINTING PRICEWATERHOUSECOOPERS LLP AS THE               Management   For          For
        AUDITOR OF THE TRUST FOR THE ENSUING YEAR AT A
        REMUNERATION TO BE FIXED BY COSL AND APPROVED BY
        THE DIRECTORS THEREOF.
03      DIRECTOR                                                   Management
        1    C.E. (CHUCK) SHULTZ                                                For          For
        2    IAN A. BOURNE                                                      For          For
        3    MARCEL R. COUTU                                                    For          For
        4    DONALD J. LOWRY                                                    For          For
        5    DONALD F. MAZANKOWSKI                                              For          For
        6    WAYNE M. NEWHOUSE                                                  For          For
        7    BRANT G. SANGSTER                                                  For          For
        8    WESLEY R. TWISS                                                    For          For
        9    JOHN B. ZAOZIRNY                                                   For          For
04      APPROVING THE ORDINARY RESOLUTION RE-APPOINTING            Management   For          For
        COMPUTERSHARE TRUST COMPANY AS TRUSTEE OF THE
        TRUST FOR AN ADDITIONAL THREE YEAR TERM
        COMMENCING ON THE MEETING DATE AND EXPIRING
        IMMEDIATELY FOLLOWING THE ANNUAL MEETING OF
        UNITHOLDERS IN 2012, AT A REMUNERATION TO BE FIXED
        BY THE CORPORATION AND APPROVED BY THE
        DIRECTORS OF THE CORPORATION, AS DESCRIBED AND
        SET FORTH IN THE MANAGEMENT PROXY CIRCULAR OF
        THE TRUST DATED MARCH 13, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                61


- --------------------------------------------------------------------------------
MORGAN STANLEY

SECURITY        617446448           MEETING TYPE   Annual
TICKER SYMBOL   MS                  MEETING DATE   29-Apr-2009
ISIN            US6174464486        AGENDA         933024301 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ROY J. BOSTOCK                       Management   For          For
1B      ELECTION OF DIRECTOR: ERSKINE B. BOWLES                    Management   For          For
1C      ELECTION OF DIRECTOR: HOWARD J. DAVIES                     Management   For          For
1D      ELECTION OF DIRECTOR: NOBUYUKI HIRANO                      Management   For          For
1E      ELECTION OF DIRECTOR: C. ROBERT KIDDER                     Management   For          For
1F      ELECTION OF DIRECTOR: JOHN J. MACK                         Management   For          For
1G      ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                 Management   For          For
1H      ELECTION OF DIRECTOR: CHARLES H. NOSKI                     Management   For          For
1I      ELECTION OF DIRECTOR: HUTHAM S. OLAYAN                     Management   For          For
1J      ELECTION OF DIRECTOR: CHARLES E. PHILLIPS, JR.             Management   For          For
1K      ELECTION OF DIRECTOR: O. GRIFFITH SEXTON                   Management   For          For
1L      ELECTION OF DIRECTOR: LAURA D. TYSON                       Management   For          For
02      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP         Management   For          For
        AS INDEPENDENT AUDITOR
03      TO APPROVE THE COMPENSATION OF EXECUTIVES AS               Management   For          For
        DISCLOSED IN THE PROXY STATEMENT
04      TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION            Management   Against      Against
        PLAN
05      SHAREHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        SHAREOWNER MEETINGS
06      SHAREHOLDER PROPOSAL REGARDING INDEPENDENT                 Shareholder  Against      For
        CHAIR


- --------------------------------------------------------------------------------
VIVENDI

SECURITY        F97982106           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   VIV.PA              MEETING DATE   30-Apr-2009
ISIN            FR0000127771        AGENDA         701836667 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN MIX MEETING. THANK YOU.        Non-Voting
        French Resident Shareowners must complete, sign            Non-Voting
        and forward the Proxy Card dir-ectly to the sub
        custodian. Please contact your Client Service
        Representative-to obtain the necessary card,
        account details and directions. The
        following-applies to Non- Resident Shareowners:
        Proxy Cards: Voting instructions will b-e
        forwarded to the Global Custodians that have
        become Registered Intermediarie-s, on the Vote
        Deadline Date. In capacity as Registered
        Intermediary, the Glob-al Custodian will sign the
        Proxy Card and forward to the local custodian. If
        y-ou are unsure whether your Global Custodian acts
        as Registered Intermediary, p-lease contact your
        representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY             Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
        OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
O.1     Approve the financial statements and statutory             Management   For          For
        reports
O.2     Approve the consolidated financial statements and          Management   For          For
        statutory reports
O.3     Approve the treatment of losses and allocation of          Management   For          For
        dividends of EUR 1.40 per share
O.4     Grant Authority for the payment of dividends by            Management   For          For
        shares
O.5     Approve the Auditors' special report regarding             Management   For          For
        related-party transactions
O.6     Approve the transaction with Jean-Bernard Levy             Management   For          For
        related to severance payments
O.7     Elect Mr. Maureen Chiquet as a Supervisory Board           Management   For          For
        Member
O.8     Elect Mr. Christophe De Margerie as a Supervisory          Management   For          For
        Board Member
O.9     Grant authority for the repurchase of up to 10% of         Management   For          For
        issued share capital
E.10    Approve the reduction in share capital via                 Management   For          For
        cancellation of repurchased shares
E.11    Grant authority for the issuance of equity or              Management   For          For
        equity-linked securities with preemptive rights up
        to aggregate nominal amount of EUR 1.5 Billion
E.12    Grant authority for the issuance of equity or              Management   For          For
        equity-linked securities without preemptive rights
        up to amount of EUR 800 million
E.13    Authorize the Board to increase capital in the             Management   For          For
        event of additional demand related to delegation
        submitted to shareholder vote under items 11 and 12
E.14    Grant authority to the capital increase of up to           Management   For          For
        10% of issued capital for future acquisitions
E.15    Approve the Employees Stock Option Plan                    Management   For          For
E.16    Approve the Stock Purchase Plan reserved for               Management   For          For
        Employees of International Subsidiaries
E.17    Grant authority for the capitalization of reserves         Management   For          For
        of up to EUR 800 million for bonus issue or
        increase in par value
E.18    Grant authority for the filing of required                 Management   For          For
        documents/other formalities




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                62


- --------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC

SECURITY        G7630U109           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   RR.L                MEETING DATE   30-Apr-2009
ISIN            GB0032836487        AGENDA         701859730 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Receive the financial statements and statutory reports     Management   For          For
2.      Approve the remuneration report                            Management   For          For
3.      Elect Mr. John Neill as a Director                         Management   For          For
4.      Re-elect Mr. Peter Byrom as a Director                     Management   For          For
5.      Re-elect Mr. Iain Conn as a Director                       Management   For          For
6.      Re-elect Mr. James Guyette as a Director                   Management   For          For
7.      Re-elect Mr. John Rishton as a Director                    Management   For          For
8.      Re-elect Mr. Simon Robertson as a Director                 Management   For          For
9.      Re-appoint KPMG Audit Plc as the Auditors and authorize    Management   For          For
        the Board to determine their remuneration
10.     Authorize the Directors to capitalize GBP 350,000,000      Management   For          For
        standing to the credit of the Company's merger reserve,
        capital redemption reserve and/or such other reserves
        issue equity with pre-emptive rights up to aggregate
        nominal amount of GBP 350,000,000 [C shares]
11.     Authorize the Company and its subsidiaries to make EU      Management   For          For
        political donations to political parties and/or
        independent election candidates, to political
        organizations other than political parties and incur EU
        political expenditure up to GBP 50,000
12.     Grant authority to issue the equity or equity-linked       Management   For          For
        securities with pre-emptive rights up to aggregate
        nominal amount of GBP 124,899,130
13.     Grant authority to issue the equity or equity-linked       Management   For          For
        securities without pre-emptive rights up to aggregate
        nominal amount of GBP 18,734,869
14.     Grant authority to 185,137,887 ordinary shares for         Management   For          For
        market purchase


- --------------------------------------------------------------------------------
BRITISH AMERN TOB PLC

SECURITY        G1510J102           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   BTAFF.PK            MEETING DATE   30-Apr-2009
ISIN            GB0002875804        AGENDA         701876712 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Adopt the receipt of the 2008 report and accounts          Management   For          For
2.      Approve the 2008 remuneration report                       Management   For          For
3.      Declare a final dividend for 2008                          Management   For          For
4.      Re-appoint the Auditors                                    Management   For          For
5.      Authorize the Directors to agree the Auditors remuneration Management   For          For
6.1     Re-appoint Mr. Paul Adams as a Director                    Management   For          For
6.2     Re-appoint Mr. Jan Du Plessis as a Director                Management   For          For
6.3     Re-appoint Mr. Robert Lerwill as a Director                Management   For          For
6.4     Re-appoint Sir Nicholas Scheele as a Director              Management   For          For
7.      Re-appoint Mr. Gerry Murphy as a Director since the last   Management   For          For
        AGM
8.      Approve to renew the Directors authority to allot shares   Management   For          For
S.9     Approve to renew the Directors authority to disapply       Management   For          For
        pre-emption rights
S.10    Authorize the Company to purchase its own shares           Management   For          For
11.     Grant authority to make donations to political             Management   For          For
        organizations and to incur political expenditure
S.12    Approve the notice period for general meetings             Management   For          For
S.13    Adopt the new Article of Associations                      Management   For          For
        PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE          Non-Voting
        IN TYPE OF RESOLUTIONS. IF Y-OU HAVE ALREADY SENT IN
        YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
        UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
        INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION

SECURITY        494368103           MEETING TYPE   Annual
TICKER SYMBOL   KMB                 MEETING DATE   30-Apr-2009
ISIN            US4943681035        AGENDA         933005806 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN R. ALM                          Management   For          For
1B      ELECTION OF DIRECTOR: DENNIS R. BERESFORD                  Management   For          For
1C      ELECTION OF DIRECTOR: JOHN F. BERGSTROM                    Management   For          For
1D      ELECTION OF DIRECTOR: ABELARDO E. BRU                      Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT W. DECHERD                    Management   For          For
1F      ELECTION OF DIRECTOR: THOMAS J. FALK                       Management   For          For
1G      ELECTION OF DIRECTOR: MAE C. JEMISON, M.D.                 Management   For          For
1H      ELECTION OF DIRECTOR: IAN C. READ                          Management   For          For
1I      ELECTION OF DIRECTOR: G. CRAIG SULLIVAN                    Management   For          For
02      RATIFICATION OF AUDITORS                                   Management   For          For
03      APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF            Management   For          For
        INCORPORATION REGARDING RIGHT OF HOLDERS OF AT
        LEAST TWENTY-FIVE PERCENT OF SHARES TO CALL A
        SPECIAL MEETING OF STOCKHOLDERS
04      REAPPROVAL OF PERFORMANCE GOALS UNDER THE 2001             Management   For          For
        EQUITY PARTICIPATION PLAN
05      STOCKHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                63


- --------------------------------------------------------------------------------
THE HERSHEY COMPANY

SECURITY        427866108           MEETING TYPE   Annual
TICKER SYMBOL   HSY                 MEETING DATE   30-Apr-2009
ISIN            US4278661081        AGENDA         933007470 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    R.F. CAVANAUGH                                                     For          For
        2    C.A. DAVIS                                                         For          For
        3    A.G. LANGBO                                                        For          For
        4    J.E. NEVELS                                                        For          For
        5    T.J. RIDGE                                                         For          For
        6    D.L. SHEDLARZ                                                      For          For
        7    C.B. STRAUSS                                                       For          For
        8    D.J. WEST                                                          For          For
        9    L.S. ZIMMERMAN                                                     For          For
02      RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT              Management   For          For
        AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
JANUS CAPITAL GROUP INC.

SECURITY        47102X105           MEETING TYPE   Annual
TICKER SYMBOL   JNS                 MEETING DATE   30-Apr-2009
ISIN            US47102X1054        AGENDA         933011063 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: STEVEN L. SCHEID (CHAIRMAN)          Management   For          For
1B      ELECTION OF DIRECTOR: TIMOTHY K. ARMOUR                    Management   For          For
1C      ELECTION OF DIRECTOR: J. RICHARD FREDERICKS                Management   For          For
1D      ELECTION OF DIRECTOR: LAWRENCE E. KOCHARD                  Management   For          For
1E      ELECTION OF DIRECTOR: LANDON H. ROWLAND                    Management   For          For
2       RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS INDEPENDENT AUDITOR


- --------------------------------------------------------------------------------
CORNING INCORPORATED

SECURITY        219350105           MEETING TYPE   Annual
TICKER SYMBOL   GLW                 MEETING DATE   30-Apr-2009
ISIN            US2193501051        AGENDA         933011570 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTORS                                                  Management
        1    JAMES B. FLAWS                                                     For          For
        2    JAMES R. HOUGHTON                                                  For          For
        3    JAMES J. O'CONNOR                                                  For          For
        4    DEBORAH D. RIEMAN                                                  For          For
        5    PETER F. VOLANAKIS                                                 For          For
        6    MARK S. WRIGHTON                                                   For          For
02      RATIFY THE APPOINTMENT OF                                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS CORNING'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR FISCAL YEAR ENDING DECEMBER 31, 2009.
03      SHAREHOLDER PROPOSAL REGARDING A DIRECTOR                  Shareholder  Against      For
        ELECTION MAJORITY VOTE STANDARD.
04      SHAREHOLDER PROPOSAL RELATING TO THE ELECTION              Shareholder  Against      For
        OF EACH DIRECTOR ANNUALLY.


- --------------------------------------------------------------------------------
NSTAR

SECURITY        67019E107           MEETING TYPE   Annual
TICKER SYMBOL   NST                 MEETING DATE   30-Apr-2009
ISIN            US67019E1073        AGENDA         933012863 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THOMAS G. DIGNAN, JR.                                              For          For
        2    MATINA S. HORNER                                                   For          For
        3    GERALD L. WILSON                                                   For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
        2009.
03      TO AMEND SECTION 52 OF THE COMPANY'S DECLARATION           Management   For          For
        OF TRUST TO REQUIRE A MAJORITY VOTE STANDARD FOR
        THE ELECTION OF TRUSTEES IN UNCONTESTED
        ELECTIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                64


- --------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG

SECURITY        251566105           MEETING TYPE   Annual
TICKER SYMBOL   DT                  MEETING DATE   30-Apr-2009
ISIN            US2515661054        AGENDA         933022066 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
02      RESOLUTION ON THE APPROPRIATION OF NET INCOME.             Management   For
03      RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE           Management   For
        MEMBERS OF THE BOARD OF MANAGEMENT FOR THE 2008
        FINANCIAL YEAR.
04      POSTPONEMENT OF THE RESOLUTION ON THE APPROVAL             Management   For
        OF THE ACTIONS OF DR. KLAUS ZUMWINKEL, WHO
        RESIGNED FROM THE SUPERVISORY BOARD.
05      RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE           Management   For
        MEMBERS OF THE SUPERVISORY BOARD FOR THE 2008
        FINANCIAL YEAR.
06      RESOLUTION ON THE APPOINTMENT OF THE                       Management   For
        INDEPENDENT AUDITOR AND THE GROUP AUDITOR FOR
        THE 2009 FINANCIAL YEAR.
07      AUTHORIZATION TO ACQUIRE TREASURY SHARES & USE             Management   For
        THEM WITH EXCLUSION OF SUBSCRIPTION RIGHTS.
08      ELECTION OF A SUPERVISORY BOARD MEMBER.                    Management   For
09      ELECTION OF A SUPERVISORY BOARD MEMBER.                    Management   For
10      RESOLUTION ON THE APPROVAL OF THE CONTROL AND              Management   For
        PROFIT AND LOSS TRANSFER AGREEMENT WITH
        INTERACTIVE MEDIA CCSP GMBH.
11      CANCELLATION OF AUTHORIZED CAPITAL 2004 AND                Management   For
        CREATION OF AUTHORIZED CAPITAL 2009/I AGAINST NON-
        CASH CONTRIBUTIONS.
12      CANCELLATION OF AUTHORIZED CAPITAL 2006 &                  Management   For
        CREATION OFAUTHORIZED CAPITAL 2009/II AGAINST CASH
        AND/OR NON-CASH CONTRIBUTIONS.
13      RESOLUTION ON THE AMENDMENT TO 15 (2) OF THE               Management   For
        ARTICLES OF INCORPORATION.
14      RESOLUTION ON THE AMENDMENT TO 16 (1) AND (2) OF           Management   For
        THE ARTICLES OF INCORPORATION.


- --------------------------------------------------------------------------------
DTE ENERGY COMPANY

SECURITY        233331107           MEETING TYPE   Annual
TICKER SYMBOL   DTE                 MEETING DATE   30-Apr-2009
ISIN            US2333311072        AGENDA         933031130 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    GERARD M. ANDERSON                                                 For          For
        2    JOHN E. LOBBIA                                                     For          For
        3    EUGENE A. MILLER                                                   For          For
        4    MARK A. MURRAY                                                     For          For
        5    CHARLES W. PRYOR, JR.                                              For          For
        6    RUTH G. SHAW                                                       For          For
02      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Management   For          For
        PRICEWATERHOUSECOOPERS LLP
03      SHAREHOLDER PROPOSAL REGARDING POLITICAL                   Shareholder  Against      For
        CONTRIBUTIONS
04      SHAREHOLDER PROPOSAL REGARDING ELECTION OF                 Shareholder  For          For
        DIRECTORS BY MAJORITY VOTE


- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.

SECURITY        40049J206           MEETING TYPE   Special
TICKER SYMBOL   TV                  MEETING DATE   30-Apr-2009
ISIN            US40049J2069        AGENDA         933059366 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
I       APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF        Management   For
        THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
        APPOINTED AT THIS MEETING PURSUANT TO ARTICLES
        TWENTY SIXTH, TWENTY SEVENTH AND OTHER
        APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
II      APPOINTMENT OF DELEGATES TO CARRY OUT AND                  Management   For
        FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
        MEETING.


- --------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B.

SECURITY        40049J206           MEETING TYPE   Special
TICKER SYMBOL   TV                  MEETING DATE   30-Apr-2009
ISIN            US40049J2069        AGENDA         933061373 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
S1      APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF        Management   For
        THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
        APPOINTED AT THIS MEETING.
S2      APPOINTMENT OF DELEGATES TO CARRY OUT AND                  Management   For
        FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
        MEETING.
O1      PRESENTATION AND, IN ITS CASE, APPROVAL OF THE             Management   For
        REPORTS REFERRED TO IN ARTICLE 28, PARAGRAPH IV OF
        THE SECURITIES MARKET LAW.
O2      PRESENTATION OF THE REPORT REGARDING CERTAIN               Management   For
        FISCAL OBLIGATIONS OF COMPANY, ALL AS MORE FULLY
        DESCRIBED IN THE PROXY STATEMENT.
O3      RESOLUTION REGARDING THE ALLOCATION OF FINAL               Management   For
        RESULTS FOR THE YEAR ENDED ON DECEMBER 31, 2008.
O4      RESOLUTION (I) AMOUNT MAY BE ALLOCATED TO                  Management   For
        REPURCHASE SHARES PURSUANT TO ARTICLE 56, (II)
        PRESENTATION OF REPORT ON POLICIES.
O5      APPOINTMENT OR RATIFICATION, OF THE MEMBERS THAT           Management   For
        SHALL CONFORM BOARD, SECRETARY, ALTERNATIVE
        SECRETARIES AND OFFICERS.
O6      APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF        Management   For
        MEMBERS THAT SHALL CONFORM THE EXECUTIVE
        COMMITTEE.
O7      APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF        Management   For
        THE CHAIRMAN OF THE AUDIT COMMITTEE AND OF THE
        CHAIRMAN OF THE COMMITTEE.
O8      COMPENSATION TO MEMBERS OF THE BOARD OF                    Management   For
        DIRECTORS, OF EXECUTIVE COMMITTEE, ALL AS MORE
        FULLY DESCRIBED IN THE PROXY STATEMENT.
O9      APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND            Management   For
        FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
        MEETING.
E1      RESOLUTION REGARDING THE CANCELLATION OF SHARES            Management   For
        AND THE RESULTING DECREASE OF THE CAPITAL STOCK.
E2      APPOINTMENT OF DELEGATES WHO WILL CARRY OUT AND            Management   For
        FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
        MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                65


- --------------------------------------------------------------------------------
POPULAR, INC.

SECURITY        733174106           MEETING TYPE   Annual
TICKER SYMBOL   BPOP                MEETING DATE   01-May-2009
ISIN            PR7331741061        AGENDA         933012281 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JUAN J. BERMUDEZ                     Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD L. CARRION                   Management   For          For
1C      ELECTION OF DIRECTOR: FRANCISCO M. REXACH JR.              Management   For          For
02      TO AMEND ARTICLE FIFTH OF THE RESTATED ARTICLES OF         Management   For          For
        INCORPORATION OF THE CORPORATION TO INCREASE
        THE AUTHORIZED NUMBER OF SHARES OF COMMON
        STOCK, PAR VALUE $6 PER SHARE ("COMMON STOCK"),
        FROM 470,000,000 TO 700,000,000.
03      TO AMEND ARTICLE FIFTH OF THE RESTATED ARTICLES OF         Management   For          For
        INCORPORATION OF THE CORPORATION TO DECREASE
        THE PAR VALUE OF THE COMMON STOCK OF THE
        CORPORATION FROM $6 PER SHARE TO $0.01 PER SHARE.
04      TO PROVIDE AN ADVISORY VOTE RELATED TO THE                 Management   For          For
        CORPORATION'S EXECUTIVE COMPENSATION PROGRAM.
05      TO RATIFY THE SELECTION OF                                 Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF THE
        CORPORATION FOR 2009.


- --------------------------------------------------------------------------------
THE PHOENIX COMPANIES, INC.

SECURITY        71902E109           MEETING TYPE   Annual
TICKER SYMBOL   PNX                 MEETING DATE   01-May-2009
ISIN            US71902E1091        AGENDA         933013889 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    PETER C. BROWNING                                                  For          For
        2    SANFORD CLOUD, JR.                                                 For          For
        3    GORDON J. DAVIS, ESQ                                               For          For
        4    JERRY J. JASINOWSKI                                                For          For
        5    AUGUSTUS K. OLIVER II                                              For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
        FOR THE YEAR ENDING DECEMBER 31, 2009
03      APPROVAL OF CONTINUED USE OF THE PERFORMANCE               Management   For          For
        GOALS UNDER THE COMPANY'S 2003 RESTRICTED STOCK,
        RESTRICTED STOCK UNIT AND LONG-TERM INCENTIVE
        PLAN AND ANNUAL INCENTIVE PLAN FOR EXECUTIVE
        OFFICERS
04      GRANT TO THE BOARD OF DISCRETIONARY AUTHORITY TO           Management   For          For
        EFFECT A REVERSE STOCK SPLIT AND A REDUCTION IN
        AUTHORIZED SHARES OF COMMON STOCK


- --------------------------------------------------------------------------------
CINCINNATI BELL INC.

SECURITY        171871106           MEETING TYPE   Annual
TICKER SYMBOL   CBB                 MEETING DATE   01-May-2009
ISIN            US1718711062        AGENDA         933014780 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BRUCE L. BYRNES                                                    For          For
        2    JAKKI L. HAUSSLER                                                  For          For
        3    MARK LAZARUS                                                       For          For
        4    CRAIG F. MAIER                                                     For          For
        5    ALEX SHUMATE                                                       For          For
02      THE APPROVAL OF A PROPOSAL TO AMEND THE                    Management   Against      Against
        CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE PLAN
        TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR
        ISSUANCE UNDER THE 2007 LONG TERM INCENTIVE PLAN
        BY 10,000,000 COMMON SHARES AND TO MODIFY THE
        LIMITS OF CERTAIN AWARD TYPES, INCLUDING FULL
        VALUE SHARE AWARDS, THAT MAY BE GRANTED UNDER
        THE 2007 LONG TERM INCENTIVE PLAN.
03      THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &          Management   For          For
        TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS
        OF THE COMPANY FOR THE YEAR 2009.


- --------------------------------------------------------------------------------
CINCINNATI BELL INC.

SECURITY        171871403           MEETING TYPE   Annual
TICKER SYMBOL   CBBPRB              MEETING DATE   01-May-2009
ISIN            US1718714033        AGENDA         933014780 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    BRUCE L. BYRNES                                                    For          For
        2    JAKKI L. HAUSSLER                                                  For          For
        3    MARK LAZARUS                                                       For          For
        4    CRAIG F. MAIER                                                     For          For
        5    ALEX SHUMATE                                                       For          For
02      THE APPROVAL OF A PROPOSAL TO AMEND THE                    Management   Against      Against
        CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE PLAN
        TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR
        ISSUANCE UNDER THE 2007 LONG TERM INCENTIVE PLAN
        BY 10,000,000 COMMON SHARES AND TO MODIFY THE
        LIMITS OF CERTAIN AWARD TYPES, INCLUDING FULL
        VALUE SHARE AWARDS, THAT MAY BE GRANTED UNDER
        THE 2007 LONG TERM INCENTIVE PLAN.
03      THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &          Management   For          For
        TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS
        OF THE COMPANY FOR THE YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                66


- --------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION

SECURITY        674599105           MEETING TYPE   Annual
TICKER SYMBOL   OXY                 MEETING DATE   01-May-2009
ISIN            US6745991058        AGENDA         933021230 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: SPENCER ABRAHAM                      Management   For          For
1B      ELECTION OF DIRECTOR: RONALD W. BURKLE                     Management   For          For
1C      ELECTION OF DIRECTOR: JOHN S. CHALSTY                      Management   For          For
1D      ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN                  Management   For          For
1E      ELECTION OF DIRECTOR: JOHN E. FEICK                        Management   For          For
1F      ELECTION OF DIRECTOR: RAY R. IRANI                         Management   For          For
1G      ELECTION OF DIRECTOR: IRVIN W. MALONEY                     Management   For          For
1H      ELECTION OF DIRECTOR: AVEDICK B. POLADIAN                  Management   For          For
1I      ELECTION OF DIRECTOR: RODOLFO SEGOVIA                      Management   For          For
1J      ELECTION OF DIRECTOR: AZIZ D. SYRIANI                      Management   For          For
1K      ELECTION OF DIRECTOR: ROSEMARY TOMICH                      Management   For          For
1L      ELECTION OF DIRECTOR: WALTER L. WEISMAN                    Management   For          For
02      RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT           Management   For          For
        AUDITORS.
03      AMENDMENT OF RESTATED CERTIFICATE OF                       Management   For          For
        INCORPORATION TO PERMIT STOCKHOLDERS TO CALL
        SPECIAL MEETINGS.
04      REPORT ON ASSESSMENT OF HOST COUNTRY LAWS.                 Shareholder  Against      For


- --------------------------------------------------------------------------------
BALDOR ELECTRIC COMPANY

SECURITY        057741100           MEETING TYPE   Annual
TICKER SYMBOL   BEZ                 MEETING DATE   02-May-2009
ISIN            US0577411004        AGENDA         933038007 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MERLIN J. AUGUSTINE, JR                                            For          For
        2    JOHN A. MCFARLAND                                                  For          For
        3    ROBERT L. PROOST                                                   For          For
02      RATIFY APPOINTMENT OF AUDITORS                             Management   For          For
03      AMENDMENT TO 2006 EQUITY INCENTIVE PLAN                    Management   Against      Against
04      APPROVAL OF PLAN FOR TAX DEDUCTIBLE EXECUTIVE              Management   For          For
        INCENTIVE COMPENSATION


- --------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC.

SECURITY        98956P102           MEETING TYPE   Annual
TICKER SYMBOL   ZMH                 MEETING DATE   04-May-2009
ISIN            US98956P1021        AGENDA         933017091 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: BETSY J. BERNARD                     Management   For          For
1B      ELECTION OF DIRECTOR: MARC N. CASPER                       Management   For          For
1C      ELECTION OF DIRECTOR: DAVID C. DVORAK                      Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT A. HAGEMANN                   Management   For          For
1E      ELECTION OF DIRECTOR: ARTHUR J. HIGGINS                    Management   For          For
1F      ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.              Management   For          For
1G      ELECTION OF DIRECTOR: AUGUSTUS A. WHITE, III, M.D.,        Management   For          For
        PH.D.
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM
03      APPROVAL OF THE 2009 STOCK INCENTIVE PLAN                  Management   Against      Against
04      APPROVAL OF AN EXTENSION OF THE STOCK PLAN FOR             Management   For          For
        NON-EMPLOYEE DIRECTORS
05      APPROVAL OF AN EXTENSION OF THE RESTATED                   Management   For          For
        DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
        DIRECTORS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                67


- --------------------------------------------------------------------------------
MOTOROLA, INC.

SECURITY        620076109           MEETING TYPE   Annual
TICKER SYMBOL   MOT                 MEETING DATE   04-May-2009
ISIN            US6200761095        AGENDA         933018257 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: G. BROWN                             Management   For          For
1B      ELECTION OF DIRECTOR: D. DORMAN                            Management   For          For
1C      ELECTION OF DIRECTOR: W. HAMBRECHT                         Management   For          For
1D      ELECTION OF DIRECTOR: S. JHA                               Management   For          For
1E      ELECTION OF DIRECTOR: J. LEWENT                            Management   For          For
1F      ELECTION OF DIRECTOR: K. MEISTER                           Management   For          For
1G      ELECTION OF DIRECTOR: T. MEREDITH                          Management   For          For
1H      ELECTION OF DIRECTOR: S. SCOTT III                         Management   For          For
1I      ELECTION OF DIRECTOR: R. SOMMER                            Management   For          For
1J      ELECTION OF DIRECTOR: J. STENGEL                           Management   For          For
1K      ELECTION OF DIRECTOR: A. VINCIQUERRA                       Management   For          For
1L      ELECTION OF DIRECTOR: D. WARNER III                        Management   For          For
1M      ELECTION OF DIRECTOR: J. WHITE                             Management   For          For
02      AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE            Management   For          For
        OF INCORPORATION TO CHANGE PAR VALUE
03      AMENDMENT TO EXISTING EQUITY PLANS TO PERMIT A             Management   Against      Against
        ONE-TIME STOCK OPTION EXCHANGE PROGRAM
04      AMENDMENT TO THE MOTOROLA EMPLOYEE STOCK                   Management   For          For
        PURCHASE PLAN OF 1999
05      STOCKHOLDER ADVISORY VOTE ON EXECUTIVE                     Management   For          For
        COMPENSATION
06      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM
07      SHAREHOLDER PROPOSAL RE: CUMULATIVE VOTING                 Shareholder  Against      For
08      SHAREHOLDER PROPOSAL RE: SPECIAL SHAREOWNER                Shareholder  Against      For
        MEETINGS
09      SHAREHOLDER PROPOSAL RE: A GLOBAL SET OF                   Shareholder  Against      For
        CORPORATE STANDARDS AT MOTOROLA FOR HUMAN
        RIGHTS


- --------------------------------------------------------------------------------
TOOTSIE ROLL INDUSTRIES, INC.

SECURITY        890516107           MEETING TYPE   Annual
TICKER SYMBOL   TR                  MEETING DATE   04-May-2009
ISIN            US8905161076        AGENDA         933018423 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MELVIN J. GORDON                                                   For          For
        2    ELLEN R. GORDON                                                    For          For
        3    LANE JANE LEWIS-BRENT                                              For          For
        4    BARRE A. SEIBERT                                                   For          For
        5    RICHARD P. BERGEMAN                                                For          For
02      RATIFY THE APPOINTMENT OF                                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
        YEAR 2009.


- --------------------------------------------------------------------------------
SEARS HOLDINGS CORPORATION

SECURITY        812350106           MEETING TYPE   Annual
TICKER SYMBOL   SHLD                MEETING DATE   04-May-2009
ISIN            US8123501061        AGENDA         933023208 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM C. CROWLEY                                                 For          For
        2    EDWARD S. LAMPERT                                                  For          For
        3    STEVEN T. MNUCHIN                                                  For          For
        4    ANN N. REESE                                                       For          For
        5    KEVIN B. ROLLINS                                                   For          For
        6    EMILY SCOTT                                                        For          For
        7    THOMAS J. TISCH                                                    For          For
02      RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF           Management   For          For
        DELOITTE & TOUCHE LLP AS THE COMPANY'S
        INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR
        2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                68


- --------------------------------------------------------------------------------
TRINITY INDUSTRIES, INC.

SECURITY        896522109           MEETING TYPE   Annual
TICKER SYMBOL   TRN                 MEETING DATE   04-May-2009
ISIN            US8965221091        AGENDA         933035429 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN L. ADAMS                                                      For          For
        2    RHYS J. BEST                                                       For          For
        3    DAVID W. BIEGLER                                                   For          For
        4    LELDON E. ECHOLS                                                   For          For
        5    RONALD J. GAFFORD                                                  For          For
        6    RONALD W. HADDOCK                                                  For          For
        7    JESS T. HAY                                                        For          For
        8    ADRIAN LAJOUS                                                      For          For
        9    DIANA S. NATALICIO                                                 For          For
        10   TIMOTHY R. WALLACE                                                 For          For
02      TO APPROVE RATIFICATION OF THE APPOINTMENT OF              Management   For          For
        ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
        DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
THE TRAVELERS COMPANIES, INC.

SECURITY        89417E109           MEETING TYPE   Annual
TICKER SYMBOL   TRV                 MEETING DATE   05-May-2009
ISIN            US89417E1091        AGENDA         933009703 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ALAN L. BELLER                       Management   For          For
1B      ELECTION OF DIRECTOR: JOHN H. DASBURG                      Management   For          For
1C      ELECTION OF DIRECTOR: JANET M. DOLAN                       Management   For          For
1D      ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN                Management   For          For
1E      ELECTION OF DIRECTOR: JAY S. FISHMAN                       Management   For          For
1F      ELECTION OF DIRECTOR: LAWRENCE G. GRAEV                    Management   For          For
1G      ELECTION OF DIRECTOR: PATRICIA L. HIGGINS                  Management   For          For
1H      ELECTION OF DIRECTOR: THOMAS R. HODGSON                    Management   For          For
1I      ELECTION OF DIRECTOR: CLEVE L. KILLINGSWORTH, JR.          Management   For          For
1J      ELECTION OF DIRECTOR: ROBERT I. LIPP                       Management   For          For
1K      ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE                   Management   For          For
1L      ELECTION OF DIRECTOR: LAURIE J. THOMSEN                    Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS          Management   For          For
        TRAVELERS' INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.
03      TO RE-APPROVE THE MATERIAL TERMS OF THE                    Management   For          For
        PERFORMANCE GOALS UNDER TRAVELERS' AMENDED
        AND RESTATED 2004 STOCK INCENTIVE PLAN.
04      SHAREHOLDER PROPOSAL RELATING TO POLITICAL                 Shareholder  Against      For
        CONTRIBUTIONS.


- --------------------------------------------------------------------------------
THE DUN & BRADSTREET CORPORATION

SECURITY        26483E100           MEETING TYPE   Annual
TICKER SYMBOL   DNB                 MEETING DATE   05-May-2009
ISIN            US26483E1001        AGENDA         933010869 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    AUSTIN A. ADAMS                                                    For          For
        2    JAMES N. FERNANDEZ                                                 For          For
        3    SANDRA E. PETERSON                                                 For          For
        4    MICHAEL R. QUINLAN                                                 For          For
02      RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS               Management   For          For
        LLP AS OUR INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.
03      APPROVE OUR 2009 STOCK INCENTIVE PLAN.                     Management   Against      Against


- --------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC.

SECURITY        071813109           MEETING TYPE   Annual
TICKER SYMBOL   BAX                 MEETING DATE   05-May-2009
ISIN            US0718131099        AGENDA         933016974 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: WALTER E. BOOMER                     Management   For          For
1B      ELECTION OF DIRECTOR: JAMES R. GAVIN III, M.D., PH.D.      Management   For          For
1C      ELECTION OF DIRECTOR: PETER S. HELLMAN                     Management   For          For
1D      ELECTION OF DIRECTOR: K.J. STORM                           Management   For          For
02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC              Management   For          For
        ACCOUNTING FIRM
03      SHAREHOLDER PROPOSAL RELATING TO ANIMAL TESTING            Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                69


- --------------------------------------------------------------------------------
GREAT PLAINS ENERGY INCORPORATED

SECURITY        391164100           MEETING TYPE   Annual
TICKER SYMBOL   GXP                 MEETING DATE   05-May-2009
ISIN            US3911641005        AGENDA         933016998 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    D.L. BODDE                                                         For          For
        2    M.J. CHESSER                                                       For          For
        3    W.H. DOWNEY                                                        For          For
        4    R.C. FERGUSON, JR.                                                 For          For
        5    G.D. FORSEE                                                        For          For
        6    J.A. MITCHELL                                                      For          For
        7    W.C. NELSON                                                        For          For
        8    L.H. TALBOTT                                                       For          For
        9    R.H. WEST                                                          For          For
02      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE           Management   For          For
        LLP AS INDEPENDENT AUDITORS FOR 2009.
03      THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S              Management   For          For
        ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
        OF AUTHORIZED SHARES OF COMMON STOCK, WITHOUT
        PAR VALUE, FROM 150,000,000 TO 250,000,000.


- --------------------------------------------------------------------------------
THE E.W. SCRIPPS COMPANY

SECURITY        811054402           MEETING TYPE   Annual
TICKER SYMBOL   SSP                 MEETING DATE   05-May-2009
ISIN            US8110544025        AGENDA         933017205 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROGER L. OGDEN                                                     For          For
        2    J. MARVIN QUIN                                                     For          For
        3    KIM WILLIAMS                                                       For          For


- --------------------------------------------------------------------------------
O'REILLY AUTOMOTIVE, INC.

SECURITY        686091109           MEETING TYPE   Annual
TICKER SYMBOL   ORLY                MEETING DATE   05-May-2009
ISIN            US6860911097        AGENDA         933017471 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHARLES H. O'REILLY JR.                                            For          For
        2    JOHN MURPHY                                                        For          For
        3    RONALD RASHKOW                                                     For          For
02      RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP,         Management   For          For
        AS INDEPENDENT AUDITORS.
03      APPROVAL OF THE 2009 STOCK PURCHASE PLAN.                  Management   For          For
04      APPROVAL OF THE 2009 INCENTIVE PLAN.                       Management   Against      Against


- --------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION

SECURITY        101137107           MEETING TYPE   Annual
TICKER SYMBOL   BSX                 MEETING DATE   05-May-2009
ISIN            US1011371077        AGENDA         933017887 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN E. ABELE                        Management   For          For
1B      ELECTION OF DIRECTOR: URSULA M. BURNS                      Management   For          For
1C      ELECTION OF DIRECTOR: MARYE ANNE FOX                       Management   For          For
1D      ELECTION OF DIRECTOR: RAY J. GROVES                        Management   For          For
1E      ELECTION OF DIRECTOR: KRISTINA M. JOHNSON                  Management   For          For
1F      ELECTION OF DIRECTOR: ERNEST MARIO                         Management   For          For
1G      ELECTION OF DIRECTOR: N.J. NICHOLAS, JR.                   Management   For          For
1H      ELECTION OF DIRECTOR: PETE M. NICHOLAS                     Management   For          For
1I      ELECTION OF DIRECTOR: JOHN E. PEPPER                       Management   For          For
1J      ELECTION OF DIRECTOR: UWE E. REINHARDT                     Management   For          For
1K      ELECTION OF DIRECTOR: WARREN B. RUDMAN                     Management   For          For
1L      ELECTION OF DIRECTOR: JOHN E. SUNUNU                       Management   For          For
1M      ELECTION OF DIRECTOR: JAMES R. TOBIN                       Management   For          For
02      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE 2009 FISCAL YEAR.
03      TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY            Management   For          For
        COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
        POSTPONEMENT THEREOF.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                70


- --------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC.

SECURITY        718172109           MEETING TYPE   Annual
TICKER SYMBOL   PM                  MEETING DATE   05-May-2009
ISIN            US7181721090        AGENDA         933018067 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: HAROLD BROWN                         Management   For          For
1B      ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA                 Management   For          For
1C      ELECTION OF DIRECTOR: LOUIS C. CAMILLERI                   Management   For          For
1D      ELECTION OF DIRECTOR: J. DUDLEY FISHBURN                   Management   For          For
1E      ELECTION OF DIRECTOR: GRAHAM MACKAY                        Management   For          For
1F      ELECTION OF DIRECTOR: SERGIO MARCHIONNE                    Management   For          For
1G      ELECTION OF DIRECTOR: LUCIO A. NOTO                        Management   For          For
1H      ELECTION OF DIRECTOR: CARLOS SLIM HELU                     Management   For          For
1I      ELECTION OF DIRECTOR: STEPHEN M. WOLF                      Management   For          For
2       RATIFICATION OF THE SELECTION OF INDEPENDENT               Management   For          For
        AUDITORS.
3       APPROVAL OF ELIGIBILITY, BUSINESS CRITERIA FOR             Management   For          For
        AWARDS AND AWARD LIMITS UNDER THE PMI 2008
        PERFORMANCE INCENTIVE PLAN.


- --------------------------------------------------------------------------------
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

SECURITY        G0464B107           MEETING TYPE   Annual
TICKER SYMBOL   AGII                MEETING DATE   05-May-2009
ISIN            BMG0464B1072        AGENDA         933018079 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MURAL R. JOSEPHSON                                                 For          For
        2    JOHN R. POWER, JR.                                                 For          For
        3    GARY V. WOODS                                                      For          For
02      TO CONSIDER AND APPROVE THE RECOMMENDATION OF              Management   For          For
        THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
        THAT ERNST & YOUNG LLP BE APPOINTED AS OUR
        INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
        DECEMBER 31, 2009 AND TO REFER THE DETERMINATION
        OF THE INDEPENDENT AUDITORS' REMUNERATION TO THE
        AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY

SECURITY        110122108           MEETING TYPE   Annual
TICKER SYMBOL   BMY                 MEETING DATE   05-May-2009
ISIN            US1101221083        AGENDA         933018372 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: L. ANDREOTTI                         Management   For          For
1B      ELECTION OF DIRECTOR: L.B. CAMPBELL                        Management   For          For
1C      ELECTION OF DIRECTOR: J.M. CORNELIUS                       Management   For          For
1D      ELECTION OF DIRECTOR: L.J. FREEH                           Management   For          For
1E      ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D.                  Management   For          For
1F      ELECTION OF DIRECTOR: M. GROBSTEIN                         Management   For          For
1G      ELECTION OF DIRECTOR: L. JOHANSSON                         Management   For          For
1H      ELECTION OF DIRECTOR: A.J. LACY                            Management   For          For
1I      ELECTION OF DIRECTOR: V.L. SATO, PH.D.                     Management   For          For
1J      ELECTION OF DIRECTOR: T.D. WEST, JR.                       Management   For          For
1K      ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D.                  Management   For          For
02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC              Management   For          For
        ACCOUNTING FIRM.
03      EXECUTIVE COMPENSATION DISCLOSURE.                         Shareholder  Against      For
04      SIMPLE MAJORITY VOTE.                                      Shareholder  Against      For
05      SPECIAL SHAREOWNER MEETINGS.                               Shareholder  Against      For
06      EXECUTIVE COMPENSATION ADVISORY VOTE.                      Shareholder  Against      For


- --------------------------------------------------------------------------------
WYNN RESORTS, LIMITED

SECURITY        983134107           MEETING TYPE   Annual
TICKER SYMBOL   WYNN                MEETING DATE   05-May-2009
ISIN            US9831341071        AGENDA         933018790 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    LINDA CHEN                                                         For          For
        2    ELAINE P. WYNN                                                     For          For
        3    JOHN A. MORAN                                                      For          For
2       THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST &               Management   For          For
        YOUNG, LLP AS THE INDEPENDENT AUDITORS FOR THE
        COMPANY AND ALL OF ITS SUBSIDIARIES




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                71


- --------------------------------------------------------------------------------
DOMINION RESOURCES, INC.

SECURITY        25746U109           MEETING TYPE   Annual
TICKER SYMBOL   D                   MEETING DATE   05-May-2009
ISIN            US25746U1097        AGENDA         933024539 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: PETER W. BROWN                       Management   For          For
1B      ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR.              Management   For          For
1C      ELECTION OF DIRECTOR: THOMAS F. FARRELL, II                Management   For          For
1D      ELECTION OF DIRECTOR: JOHN W. HARRIS                       Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR.                Management   For          For
1F      ELECTION OF DIRECTOR: MARK J. KINGTON                      Management   For          For
1G      ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT, III             Management   For          For
1H      ELECTION OF DIRECTOR: MARGARET A. MCKENNA                  Management   For          For
1I      ELECTION OF DIRECTOR: FRANK S. ROYAL                       Management   For          For
1J      ELECTION OF DIRECTOR: DAVID A. WOLLARD                     Management   For          For
02      RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS             Management   For          For
        FOR 2009.
03      APPROVE THE ADOPTION OF THE AMENDED AND                    Management   For          For
        RESTATED 2005 INCENTIVE COMPENSATION PLAN.
04      SHAREHOLDER PROPOSAL (SET AND PURSUE GOAL FOR              Shareholder  Against      For
        80% FOSSIL-FUEL-FREE GENERATION BY 2020)
05      SHAREHOLDER PROPOSAL (ADVISORY VOTE ON                     Shareholder  Against      For
        EXECUTIVE COMPENSATION)
06      SHAREHOLDER PROPOSAL (EXECUTIVE SUPPLEMENTAL               Shareholder  Against      For
        RETIREMENT BENEFITS)


- --------------------------------------------------------------------------------
DANAHER CORPORATION

SECURITY        235851102           MEETING TYPE   Annual
TICKER SYMBOL   DHR                 MEETING DATE   05-May-2009
ISIN            US2358511028        AGENDA         933024591 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: MORTIMER M. CAPLIN                   Management   For          For
1B      ELECTION OF DIRECTOR: DONALD J. EHRLICH                    Management   For          For
1C      ELECTION OF DIRECTOR: WALTER G. LOHR, JR.                  Management   For          For
1D      ELECTION OF DIRECTOR: LINDA P. HEFNER                      Management   For          For
02      TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS            Management   For          For
        DANAHER'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
        2009.
03      TO APPROVE CERTAIN AMENDMENTS TO DANAHER'S 2007            Management   Against      Against
        STOCK INCENTIVE PLAN.
04      TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING              Shareholder  Against      For
        THAT DANAHER'S COMPENSATION COMMITTEE ADOPT
        SPECIFIED PRINCIPLES RELATING TO THE EMPLOYMENT
        OF ANY NAMED EXECUTIVE OFFICER.
05      TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING              Shareholder  Against      For
        THAT DANAHER'S COMPENSATION COMMITTEE ADOPT A
        POLICY REQUIRING THAT SENIOR EXECUTIVES RETAIN A
        SIGNIFICANT PERCENTAGE OF SHARES ACQUIRED
        THROUGH EQUITY COMPENSATION PROGRAMS UNTIL TWO
        YEARS FOLLOWING TERMINATION OF THEIR EMPLOYMENT.
06      TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING              Shareholder  Against      For
        THAT DANAHER'S BOARD OF DIRECTORS ISSUE A REPORT
        IDENTIFYING POLICY OPTIONS FOR ELIMINATING
        EXPOSURE OF THE ENVIRONMENT AND DENTAL
        CONSUMERS TO MERCURY FROM DENTAL AMALGAMS
        SOLD BY DANAHER.


- --------------------------------------------------------------------------------
ABB LTD

SECURITY        000375204           MEETING TYPE   Annual
TICKER SYMBOL   ABB                 MEETING DATE   05-May-2009
ISIN            US0003752047        AGENDA         933058059 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
2A      APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED            Management   For          For
        FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL
        STATEMENTS FOR 2008.
2B      CONSULATIVE VOTE ON THE 2008 REMUNERATION                  Management   For          For
        REPORT.
03      DISCHARGE OF THE BOARD OF DIRECTORS AND THE                Management   For          For
        PERSONS ENTRUSTED WITH MANAGEMENT.
04      APPROPRIATION OF AVAILABLE EARNINGS AND RELEASE            Management   For          For
        OF LEGAL RESERVES.
05      RENEWAL OF AUTHORIZED SHARE CAPITAL.                       Management   For          For
06      CAPITAL REDUCTION THROUGH NOMINAL VALUE                    Management   For          For
        REPAYMENT.
07      AMENDMENT TO THE ARTICLES OF INCORPORATION                 Management   For          For
        RELATED TO THE CAPITAL REDUCTION.
8A      ELECTIONS TO THE BOARD OF DIRECTOR: HUBERTUS VON           Management   For          For
        GRUNBERG, GERMAN, RE-ELECT AS DIRECTOR.
8B      ELECTIONS TO THE BOARD OF DIRECTOR: ROGER                  Management   For          For
        AGNELLI, BRAZILIAN, RE-ELECT AS DIRECTOR.
8C      ELECTIONS TO THE BOARD OF DIRECTOR: LOUIS R.               Management   For          For
        HUGHES, AMERICAN, RE-ELECT AS DIRECTOR.
8D      ELECTIONS TO THE BOARD OF DIRECTOR: HANS ULRICH            Management   For          For
        MARKI, SWISS, RE-ELECT AS DIRECTOR.
8E      ELECTIONS TO THE BOARD OF DIRECTOR: MICHEL DE              Management   For          For
        ROSEN, FRENCH, RE-ELECT AS DIRECTOR.
8F      ELECTIONS TO THE BOARD OF DIRECTOR: MICHAEL                Management   For          For
        TRESCHOW, SWEDISH, RE-ELECT AS DIRECTOR.
8G      ELECTIONS TO THE BOARD OF DIRECTOR: BERND W.               Management   For          For
        VOSS, GERMAN, RE-ELECT AS DIRECTOR.
8H      ELECTIONS TO THE BOARD OF DIRECTOR: JACOB                  Management   For          For
        WALLENBERG, SWEDISH, RE-ELECT AS DIRECTOR.
09      ELECTION OF THE AUDITORS.                                  Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                72


- --------------------------------------------------------------------------------
PEPSICO, INC.

SECURITY        713448108           MEETING TYPE   Annual
TICKER SYMBOL   PEP                 MEETING DATE   06-May-2009
ISIN            US7134481081        AGENDA         933014906 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: S.L. BROWN                           Management   For          For
1B      ELECTION OF DIRECTOR: I.M. COOK                            Management   For          For
1C      ELECTION OF DIRECTOR: D. DUBLON                            Management   For          For
1D      ELECTION OF DIRECTOR: V.J. DZAU                            Management   For          For
1E      ELECTION OF DIRECTOR: R.L. HUNT                            Management   For          For
1F      ELECTION OF DIRECTOR: A. IBARGUEN                          Management   For          For
1G      ELECTION OF DIRECTOR: A.C. MARTINEZ                        Management   For          For
1H      ELECTION OF DIRECTOR: I.K. NOOYI                           Management   For          For
1I      ELECTION OF DIRECTOR: S.P. ROCKEFELLER                     Management   For          For
1J      ELECTION OF DIRECTOR: J.J. SCHIRO                          Management   For          For
1K      ELECTION OF DIRECTOR: L.G. TROTTER                         Management   For          For
1L      ELECTION OF DIRECTOR: D. VASELLA                           Management   For          For
1M      ELECTION OF DIRECTOR: M.D. WHITE                           Management   For          For
02      APPROVAL OF INDEPENDENT REGISTERED PUBLIC                  Management   For          For
        ACCOUNTANTS
03      APPROVAL OF PEPSICO, INC. EXECUTIVE INCENTIVE              Management   For          For
        COMPENSATION PLAN
04      SHAREHOLDER PROPOSAL - BEVERAGE CONTAINER                  Shareholder  Against      For
        RECYCLING (PROXY STATEMENT P. 59)
05      SHAREHOLDER PROPOSAL - GENETICALLY ENGINEERED              Shareholder  Against      For
        PRODUCTS REPORT (PROXY STATEMENT P. 61)
06      SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS            Shareholder  Against      For
        REPORT (PROXY STATEMENT P. 63)
07      SHAREHOLDER PROPOSAL - ADVISORY VOTE ON                    Shareholder  Against      For
        COMPENSATION (PROXY STATEMENT P. 64)


- --------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION

SECURITY        884315102           MEETING TYPE   Annual
TICKER SYMBOL   TNB                 MEETING DATE   06-May-2009
ISIN            US8843151023        AGENDA         933017382 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    JEANANNE K. HAUSWALD                                               For          For
        2    DEAN JERNIGAN                                                      For          For
        3    RONALD B. KALICH, SR.                                              For          For
        4    KENNETH R. MASTERSON                                               For          For
        5    DOMINIC J. PILEGGI                                                 For          For
        6    JEAN-PAUL RICHARD                                                  For          For
        7    RUFUS H. RIVERS                                                    For          For
        8    KEVIN L. ROBERG                                                    For          For
        9    DAVID D. STEVENS                                                   For          For
        10   WILLIAM H. WALTRIP                                                 For          For
2       RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE

SECURITY        85590A401           MEETING TYPE   Annual
TICKER SYMBOL   HOT                 MEETING DATE   06-May-2009
ISIN            US85590A4013        AGENDA         933017421 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ADAM ARON                                                          For          For
        2    CHARLENE BARSHEFSKY                                                For          For
        3    THOMAS CLARKE                                                      For          For
        4    CLAYTON DALEY, JR.                                                 For          For
        5    BRUCE DUNCAN                                                       For          For
        6    LIZANNE GALBREATH                                                  For          For
        7    ERIC HIPPEAU                                                       For          For
        8    STEPHEN QUAZZO                                                     For          For
        9    THOMAS RYDER                                                       For          For
        10   FRITS VAN PAASSCHEN                                                For          For
        11   KNEELAND YOUNGBLOOD                                                For          For
02      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                73


- --------------------------------------------------------------------------------
EL PASO CORPORATION

SECURITY        28336L109           MEETING TYPE   Annual
TICKER SYMBOL   EP                  MEETING DATE   06-May-2009
ISIN            US28336L1098        AGENDA         933017510 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF                  Management   For          For
1B      ELECTION OF DIRECTOR: JAMES L. DUNLAP                      Management   For          For
1C      ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE                    Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT W. GOLDMAN                    Management   For          For
1E      ELECTION OF DIRECTOR: ANTHONY W. HALL, JR.                 Management   For          For
1F      ELECTION OF DIRECTOR: THOMAS R. HIX                        Management   For          For
1G      ELECTION OF DIRECTOR: FERRELL P. MCCLEAN                   Management   For          For
1H      ELECTION OF DIRECTOR: STEVEN J. SHAPIRO                    Management   For          For
1I      ELECTION OF DIRECTOR: J. MICHAEL TALBERT                   Management   For          For
1J      ELECTION OF DIRECTOR: ROBERT F. VAGT                       Management   For          For
1K      ELECTION OF DIRECTOR: JOHN L. WHITMIRE                     Management   For          For
02      APPROVAL OF THE EL PASO CORPORATION 2005 OMNIBUS           Management   For          For
        INCENTIVE COMPENSATION PLAN.
03      APPROVAL OF THE EL PASO CORPORATION EMPLOYEE               Management   For          For
        STOCK PURCHASE PLAN.
04      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS OUR INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
EMC CORPORATION

SECURITY        268648102           MEETING TYPE   Annual
TICKER SYMBOL   EMC                 MEETING DATE   06-May-2009
ISIN            US2686481027        AGENDA         933017748 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: MICHAEL W. BROWN                     Management   For          For
1B      ELECTION OF DIRECTOR: RANDOLPH L. COWEN                    Management   For          For
1C      ELECTION OF DIRECTOR: MICHAEL J. CRONIN                    Management   For          For
1D      ELECTION OF DIRECTOR: GAIL DEEGAN                          Management   For          For
1E      ELECTION OF DIRECTOR: JOHN R. EGAN                         Management   For          For
1F      ELECTION OF DIRECTOR: W. PAUL FITZGERALD                   Management   For          For
1G      ELECTION OF DIRECTOR: EDMUND F. KELLY                      Management   For          For
1H      ELECTION OF DIRECTOR: WINDLE B. PRIEM                      Management   For          For
1I      ELECTION OF DIRECTOR: PAUL SAGAN                           Management   For          For
1J      ELECTION OF DIRECTOR: DAVID N. STROHM                      Management   For          For
1K      ELECTION OF DIRECTOR: JOSEPH M. TUCCI                      Management   For          For
02      TO RATIFY SELECTION BY AUDIT COMMITTEE OF                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS EMC'S
        INDEPENDENT AUDITORS.
03      TO APPROVE AN AMENDMENT TO EMC'S EMPLOYEE                  Management   For          For
        STOCK PURCHASE PLAN TO INCREASE SHARES AVAILABLE
        BY 30 MILLION.
04      TO APPROVE AN AMENDMENT TO EMC'S BYLAWS TO                 Management   For          For
        REDUCE THE PERCENTAGE OF SHARES REQUIRED FOR
        SHAREHOLDERS TO CALL A SPECIAL MEETING.
05      TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO             Shareholder  Against      For
        AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
WINDSTREAM CORPORATION

SECURITY        97381W104           MEETING TYPE   Annual
TICKER SYMBOL   WIN                 MEETING DATE   06-May-2009
ISIN            US97381W1045        AGENDA         933018649 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    CAROL B. ARMITAGE                                                  For          For
        2    SAMUEL E. BEALL, III                                               For          For
        3    DENNIS E. FOSTER                                                   For          For
        4    FRANCIS X. FRANTZ                                                  For          For
        5    JEFFERY R. GARDNER                                                 For          For
        6    JEFFREY T. HINSON                                                  For          For
        7    JUDY K. JONES                                                      For          For
        8    WILLIAM A. MONTGOMERY                                              For          For
        9    FRANK E. REED                                                      For          For
2       RATIFY THE APPOINTMENT OF                                  Management   For          For
        PRICEWATERHOUSECOOPERS, LLP AS WINDSTREAM'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
        2009
3       EXECUTIVE COMPENSATION ADVISORY VOTE                       Shareholder  Against      For
4       PROPOSAL TO REQUIRE AN INDEPENDENT CHAIRMAN OF             Shareholder  Against      For
        THE BOARD




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                74


- --------------------------------------------------------------------------------
LABORATORY CORP. OF AMERICA HOLDINGS

SECURITY        50540R409           MEETING TYPE   Annual
TICKER SYMBOL   LH                  MEETING DATE   06-May-2009
ISIN            US50540R4092        AGENDA         933019639 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: THOMAS P. MAC MAHON                  Management   For          For
1B      ELECTION OF DIRECTOR: KERRII B. ANDERSON                   Management   For          For
1C      ELECTION OF DIRECTOR: JEAN-LUC BELINGARD                   Management   For          For
1D      ELECTION OF DIRECTOR: DAVID P. KING                        Management   For          For
1E      ELECTION OF DIRECTOR: WENDY E. LANE                        Management   For          For
1F      ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, JR.          Management   For          For
1G      ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH          Management   For          For
1H      ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D                Management   For          For
1I      ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D.            Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS LABORATORY
        CORPORATION OF AMERICA HOLDINGS' INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
CVS CAREMARK CORPORATION

SECURITY        126650100           MEETING TYPE   Annual
TICKER SYMBOL   CVS                 MEETING DATE   06-May-2009
ISIN            US1266501006        AGENDA         933021418 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: EDWIN M. BANKS                       Management   For          For
1B      ELECTION OF DIRECTOR: C. DAVID BROWN II                    Management   For          For
1C      ELECTION OF DIRECTOR: DAVID W. DORMAN                      Management   For          For
1D      ELECTION OF DIRECTOR: KRISTEN G. WILLIAMS                  Management   For          For
1E      ELECTION OF DIRECTOR: MARIAN L. HEARD                      Management   For          For
1F      ELECTION OF DIRECTOR: WILLIAM H. JOYCE                     Management   For          For
1G      ELECTION OF DIRECTOR: JEAN-PIERRE MILLON                   Management   For          For
1H      ELECTION OF DIRECTOR: TERRENCE MURRAY                      Management   For          For
1I      ELECTION OF DIRECTOR: C.A. LANCE PICCOLO                   Management   For          For
1J      ELECTION OF DIRECTOR: SHELI Z. ROSENBERG                   Management   For          For
1K      ELECTION OF DIRECTOR: THOMAS M. RYAN                       Management   For          For
1L      ELECTION OF DIRECTOR: RICHARD J. SWIFT                     Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP AS THE COMPANY'S INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
        FISCAL YEAR.
03      STOCKHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        STOCKHOLDER MEETINGS.
04      STOCKHOLDER PROPOSAL REGARDING INDEPENDENT                 Shareholder  Against      For
        CHAIRMAN OF THE BOARD.
05      STOCKHOLDER PROPOSAL REGARDING POLITICAL                   Shareholder  Against      For
        CONTRIBUTIONS AND EXPENDITURES.
06      STOCKHOLDER PROPOSAL REGARDING ADVISORY                    Shareholder  Against      For
        STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
CHAMPION ENTERPRISES, INC.

SECURITY        158496109           MEETING TYPE   Annual
TICKER SYMBOL   CHB                 MEETING DATE   06-May-2009
ISIN            US1584961098        AGENDA         933022802 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROBERT W. ANESTIS                                                  For          For
        2    ERIC S. BELSKY                                                     For          For
        3    WILLIAM C. GRIFFITHS                                               For          For
        4    SELWYN ISAKOW                                                      For          For
        5    G. MICHAEL LYNCH                                                   For          For
        6    THOMAS A. MADDEN                                                   For          For
        7    SHIRLEY D. PETERSON                                                For          For
02      RATIFICATION OF THE COMPANY'S INDEPENDENT                  Management   For          For
        AUDITORS. THE COMPANY'S AUDIT COMMITTEE HAS
        SELECTED ERNST & YOUNG TO SERVE AS INDEPENDENT
        AUDITOR TO THE COMPANY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                75


- --------------------------------------------------------------------------------
TENET HEALTHCARE CORPORATION

SECURITY        88033G100           MEETING TYPE   Annual
TICKER SYMBOL   THC                 MEETING DATE   06-May-2009
ISIN            US88033G1004        AGENDA         933024957 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN ELLIS "JEB" BUSH                Management   For          For
1B      ELECTION OF DIRECTOR: TREVOR FETTER                        Management   For          For
1C      ELECTION OF DIRECTOR: BRENDA J. GAINES                     Management   For          For
1D      ELECTION OF DIRECTOR: KAREN M. GARRISON                    Management   For          For
1E      ELECTION OF DIRECTOR: EDWARD A. KANGAS                     Management   For          For
1F      ELECTION OF DIRECTOR: J. ROBERT KERREY                     Management   For          For
1G      ELECTION OF DIRECTOR: FLOYD D. LOOP, M.D.                  Management   For          For
1H      ELECTION OF DIRECTOR: RICHARD R. PETTINGILL                Management   For          For
1I      ELECTION OF DIRECTOR: JAMES A. UNRUH                       Management   For          For
1J      ELECTION OF DIRECTOR: J. MCDONALD WILLIAMS                 Management   For          For
02      PROPOSAL TO RATIFY THE SELECTION OF DELOITTE &             Management   For          For
        TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
        ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
        2009.
03      SHAREHOLDER PROPOSAL REGARDING PEER                        Shareholder  Against      For
        BENCHMARKING OF EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
UNITRIN, INC.

SECURITY        913275103           MEETING TYPE   Annual
TICKER SYMBOL   UTR                 MEETING DATE   06-May-2009
ISIN            US9132751036        AGENDA         933042854 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JAMES E. ANNABLE                                                   For          For
        2    ERIC J. DRAUT                                                      For          For
        3    DOUGLAS G. GEOGA                                                   For          For
        4    REUBEN L. HEDLUND                                                  For          For
        5    W.E. JOHNSTON, JR.                                                 For          For
        6    WAYNE KAUTH                                                        For          For
        7    FAYEZ S. SAROFIM                                                   For          For
        8    DONALD G. SOUTHWELL                                                For          For
        9    RICHARD C. VIE                                                     For          For
        10   ANN E. ZIEGLER                                                     For          For
02      RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP         Management   For          For
        AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
        2009.
03      APPROVAL OF MATERIAL TERMS OF PERFORMANCE                  Management   For          For
        GOALS UNDER THE COMPANY'S 2009 PERFORMANCE
        INCENTIVE PLAN.
04      APPROVAL OF MATERIAL TERMS OF PERFORMANCE                  Management   For          For
        GOALS UNDER THE COMPANY'S 2005 RESTRICTED STOCK
        AND RESTRICTED STOCK UNIT PLAN.


- --------------------------------------------------------------------------------
MANULIFE FINL CORP

SECURITY        56501R106           MEETING TYPE   MIX
TICKER SYMBOL   MFC.TO              MEETING DATE   07-May-2009
ISIN            CA56501R1064        AGENDA         701873362 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE          Non-Voting
        'IN FAVOR' OR "AGAINST" ONLY-FOR RESOLUTIONS 3 AND
        4.1 TO 4.3 AND "IN FAVOR" OR 'ABSTAIN' ONLY FOR
        RESOLUT-ION NUMBERS 1.1 TO 1.15 AND 2. THANK YOU.
        Receive the consolidated financial statements of           Non-Voting
        the Company for the YE 31 DEC-2008, together with
        reports of the Auditor and the actuary on those
        statement-s
1.1     Elect Mr. John M. Cassaday as a Director of the            Management   For          For
        Company
1.2     Elect Mr. Lino J. Celeste as a Director of the             Management   For          For
        Company
1.3     Elect Ms. Gail C.A. Cook-Bennett as a Director of          Management   For          For
        the Company
1.4     Elect Mr. Thomas P. D'Aquino as a Director of the          Management   For          For
        Company
1.5     Elect Mr. Richard B. Dewolfe as a Director of the          Management   For          For
        Company
1.6     Elect Mr. Robert E. Dineen, JR. as a Director of           Management   For          For
        the Company
1.7     Elect Mr. Pierre Y. Ducros as a Director of the            Management   For          For
        Company
1.8     Elect Mr. Donald A. Guloien as a Director of the           Management   For          For
        Company
1.9     Elect Mr. Scott M. Hand as a Director of the Company       Management   For          For
1.10    Elect Mr. Robert J. Harding as a Director of the           Management   For          For
        Company
1.11    Elect Mr. Luther S. Helms as a Director of the             Management   For          For
        Company
1.12    Elect Mr. Thomas E. Kierans as a Director of the           Management   For          For
        Company
1.13    Elect Ms. Lorna R. Marsden as a Director of the            Management   For          For
        Company
1.14    Elect Mr. Hugh W. Sloan, JR. as a Director of the          Management   For          For
        Company
1.15    Elect Mr. Gordon G. Thiessen as a Director of the          Management   For          For
        Company
2.      Appoint Ernst & Young LLP as the Auditors of the           Management   For          For
        Company for 2009
S.3     Amend the By-Law No. 2 of the Company creating             Management   Against      Against
        Class 1 shares as specified
4.1     PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER          Shareholder  Against      For
        PROPOSAL: adopt a governance rule stipulating that
        the executive compensation policy be subject to an
        advisory vote by the shareholders as specified
4.2     PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER          Shareholder  Against      For
        PROPOSAL: adopt a policy whereby 50% of new
        candidates to the Board be female, until parity is
        reached between men and women
4.3     PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER          Shareholder  Against      For
        PROPOSAL: adopt a governance rule limiting the
        number of Boards on which a Director can serve to 4
        Transact such other business                               Non-Voting




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                76


- --------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC

SECURITY        G74079107           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   RKBKF.PK            MEETING DATE   07-May-2009
ISIN            GB00B24CGK77        AGENDA         701878095 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Adopt the 2008 report and the financial statements         Management   For          For
2.      Approve the Directors' remuneration report                 Management   For          For
3.      Declare a final dividend                                   Management   For          For
4.      Re-elect Mr. Adrian Bellamy [Member of the                 Management   For          For
        remuneration committee] as a Director
5.      Re-elect Dr. Peter Harf as a Director                      Management   For          For
6.      Elect Mr. Andre Lacroix [Member of Audit                   Management   For          For
        Committee] as a Director
7.      Re-appoint PricewaterhouseCoopers LLP as the               Management   For          For
        Auditors of the Company
8.      Authorize the Board to determine the Auditors'             Management   For          For
        remuneration
9.      Grant authority to issue of equity or                      Management   For          For
        equity-linked securities with the pre-emptive
        rights up to aggregate nominal amount of GBP
        23,662,000
S.10    Grant authority, subject to the passing of                 Management   For          For
        Resolution 9, to issue of equity or equity-linked
        securities without the pre-emptive rights up to
        aggregate nominal amount of GBP 3,611,000
S.10    Grant authority to market purchase 72,000,000              Management   For          For
        ordinary shares
S.12    Approve that a general meeting other than an AGM           Management   For          For
        may be called on not less than 14 clear days'
        notice


- --------------------------------------------------------------------------------
SPECTRA ENERGY CORP

SECURITY        847560109           MEETING TYPE   Annual
TICKER SYMBOL   SE                  MEETING DATE   07-May-2009
ISIN            US8475601097        AGENDA         933017065 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF AN AMENDMENT TO SPECTRA ENERGY'S               Management   For          For
        CERTIFICATE OF INCORPORATION TO ELIMINATE THE
        CLASSIFIED STRUCTURE OF ITS BOARD OF DIRECTORS.
02      DIRECTOR                                                   Management
        1    GREGORY L. EBEL                                                    For          For
        2    PETER B. HAMILTON                                                  For          For
        3    MICHAEL E.J. PHELPS                                                For          For
03      RATIFICATION OF DELOITTE & TOUCHE LLP AS SPECTRA           Management   For          For
        ENERGY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED
        DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.

SECURITY        92343V104           MEETING TYPE   Annual
TICKER SYMBOL   VZ                  MEETING DATE   07-May-2009
ISIN            US92343V1044        AGENDA         933018017 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: RICHARD L. CARRION                   Management   For          For
1B      ELECTION OF DIRECTOR: M. FRANCES KEETH                     Management   For          For
1C      ELECTION OF DIRECTOR: ROBERT W. LANE                       Management   For          For
1D      ELECTION OF DIRECTOR: SANDRA O. MOOSE                      Management   For          For
1E      ELECTION OF DIRECTOR: JOSEPH NEUBAUER                      Management   For          For
1F      ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                 Management   For          For
1G      ELECTION OF DIRECTOR: THOMAS H. O'BRIEN                    Management   For          For
1H      ELECTION OF DIRECTOR: CLARENCE OTIS, JR.                   Management   For          For
1I      ELECTION OF DIRECTOR: HUGH B. PRICE                        Management   For          For
1J      ELECTION OF DIRECTOR: IVAN G. SEIDENBERG                   Management   For          For
1K      ELECTION OF DIRECTOR: JOHN W. SNOW                         Management   For          For
1L      ELECTION OF DIRECTOR: JOHN R. STAFFORD                     Management   For          For
02      RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP           Management   For          For
        AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03      ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION            Management   For          For
04      APPROVAL OF LONG-TERM INCENTIVE PLAN                       Management   For          For
05      APPROVAL OF SHORT-TERM INCENTIVE PLAN                      Management   For          For
06      PROHIBIT GRANTING STOCK OPTIONS                            Shareholder  Against      For
07      SHAREHOLDER ABILITY TO CALL SPECIAL MEETING                Shareholder  Against      For
08      SEPARATE OFFICES OF CHAIRMAN AND CEO                       Shareholder  Against      For
09      CUMULATIVE VOTING                                          Shareholder  Against      For
10      SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER                Shareholder  Against      For
        DEATH




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                77


- --------------------------------------------------------------------------------
PEPSIAMERICAS, INC.

SECURITY        71343P200           MEETING TYPE   Annual
TICKER SYMBOL   PAS                 MEETING DATE   07-May-2009
ISIN            US71343P2002        AGENDA         933019312 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: HERBERT M. BAUM                      Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD G. CLINE                     Management   For          For
1C      ELECTION OF DIRECTOR: MICHAEL J. CORLISS                   Management   For          For
1D      ELECTION OF DIRECTOR: PIERRE S. DU PONT                    Management   For          For
1E      ELECTION OF DIRECTOR: ARCHIE R. DYKES                      Management   For          For
1F      ELECTION OF DIRECTOR: JAROBIN GILBERT, JR.                 Management   For          For
1G      ELECTION OF DIRECTOR: JAMES R. KACKLEY                     Management   For          For
1H      ELECTION OF DIRECTOR: MATTHEW M. MCKENNA                   Management   For          For
1I      ELECTION OF DIRECTOR: ROBERT C. POHLAD                     Management   For          For
1J      ELECTION OF DIRECTOR: DEBORAH E. POWELL                    Management   For          For
02      APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN.                 Management   For          For
03      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTANTS.


- --------------------------------------------------------------------------------
DUKE ENERGY CORPORATION

SECURITY        26441C105           MEETING TYPE   Annual
TICKER SYMBOL   DUK                 MEETING DATE   07-May-2009
ISIN            US26441C1053        AGENDA         933019728 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM BARNET, III                                                For          For
        2    G. ALEX BERNHARDT, SR.                                             For          For
        3    MICHAEL G. BROWNING                                                For          For
        4    DANIEL R. DIMICCO                                                  For          For
        5    ANN MAYNARD GRAY                                                   For          For
        6    JAMES H. HANCE, JR.                                                For          For
        7    JAMES T. RHODES                                                    For          For
        8    JAMES E. ROGERS                                                    For          For
        9    PHILIP R. SHARP                                                    For          For
        10   DUDLEY S. TAFT                                                     For          For
02      RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE              Management   For          For
        ENERGY CORPORATION'S INDEPENDENT PUBLIC
        ACCOUNTANT FOR 2009


- --------------------------------------------------------------------------------
SOUTHWEST GAS CORPORATION

SECURITY        844895102           MEETING TYPE   Annual
TICKER SYMBOL   SWX                 MEETING DATE   07-May-2009
ISIN            US8448951025        AGENDA         933019754 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    GEORGE C. BIEHL                                                    For          For
        2    ROBERT L. BOUGHNER                                                 For          For
        3    THOMAS E. CHESTNUT                                                 For          For
        4    STEPHEN C. COMER                                                   For          For
        5    RICHARD M. GARDNER                                                 For          For
        6    LEROY C. HANNEMAN, JR.                                             For          For
        7    JAMES J. KROPID                                                    For          For
        8    MICHAEL O. MAFFIE                                                  For          For
        9    ANNE L. MARIUCCI                                                   For          For
        10   MICHAEL J. MELARKEY                                                For          For
        11   JEFFREY W. SHAW                                                    For          For
        12   THOMAS A. THOMAS                                                   For          For
        13   TERRENCE L. WRIGHT                                                 For          For
2       TO APPROVE THE CONTINUATION OF THE AMENDED AND             Management   For          For
        RESTATED MANAGEMENT INCENTIVE PLAN.
3       TO RATIFY THE SELECTION OF                                 Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
        COMPANY FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION

SECURITY        704549104           MEETING TYPE   Annual
TICKER SYMBOL   BTU                 MEETING DATE   07-May-2009
ISIN            US7045491047        AGENDA         933021064 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTORS                                                  Management
        1    GREGORY H. BOYCE                                                   For          For
        2    WILLIAM E. JAMES                                                   For          For
        3    ROBERT B. KARN III                                                 For          For
        4    M. FRANCES KEETH                                                   For          For
        5    HENRY E. LENTZ                                                     For          For
02      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        DECEMBER 31, 2009.
03      REAPPROVAL OF THE MATERIAL TERMS OF THE                    Management   For          For
        PERFORMANCE MEASURES UNDER THE COMPANY'S 2004
        LONG-TERM EQUITY INCENTIVE PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                78


- --------------------------------------------------------------------------------
MANULIFE FINANCIAL CORPORATION

SECURITY        56501R106           MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   MFC                 MEETING DATE   07-May-2009
ISIN            CA56501R1064        AGENDA         933021824 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN M. CASSADAY                                                   For          For
        2    LINO J. CELESTE                                                    For          For
        3    GAIL C.A. COOK-BENNETT                                             For          For
        4    THOMAS P. D'AQUINO                                                 For          For
        5    RICHARD B. DEWOLFE                                                 For          For
        6    ROBERT E. DINEEN, JR.                                              For          For
        7    PIERRE Y. DUCROS                                                   For          For
        8    DONALD A. GULOIEN                                                  For          For
        9    SCOTT M. HAND                                                      For          For
        10   ROBERT J. HARDING                                                  For          For
        11   LUTHER S. HELMS                                                    For          For
        12   THOMAS E. KIERANS                                                  For          For
        13   LORNA R. MARSDEN                                                   For          For
        14   HUGH W. SLOAN, JR.                                                 For          For
        15   GORDON G. THIESSEN                                                 For          For
02      APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS.              Management   For          For
03      AMENDMENTS TO BY-LAW NO. 2 CREATING CLASS 1                Management   Against      Against
        SHARES.
4A      SHAREHOLDER PROPOSAL NO. 1                                 Shareholder  Against      For
4B      SHAREHOLDER PROPOSAL NO. 2                                 Shareholder  Against      For
4C      SHAREHOLDER PROPOSAL NO. 3                                 Shareholder  Against      For


- --------------------------------------------------------------------------------
EL PASO ELECTRIC COMPANY

SECURITY        283677854           MEETING TYPE   Annual
TICKER SYMBOL   EE                  MEETING DATE   07-May-2009
ISIN            US2836778546        AGENDA         933022775 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JAMES W. HARRIS                                                    For          For
        2    DAVID W. STEVENS                                                   For          For
        3    STEPHEN N. WERTHEIMER                                              For          For
        4    CHARLES A. YAMARONE                                                For          For
02      RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S          Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
AVON PRODUCTS, INC.

SECURITY        054303102           MEETING TYPE   Annual
TICKER SYMBOL   AVP                 MEETING DATE   07-May-2009
ISIN            US0543031027        AGENDA         933023157 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    W. DON CORNWELL                                                    For          For
        2    EDWARD T. FOGARTY                                                  For          For
        3    V. ANN HAILEY                                                      For          For
        4    FRED HASSAN                                                        For          For
        5    ANDREA JUNG                                                        For          For
        6    MARIA ELENA LAGOMASINO                                             For          For
        7    ANN S. MOORE                                                       For          For
        8    PAUL S. PRESSLER                                                   For          For
        9    GARY M. RODKIN                                                     For          For
        10   PAULA STERN                                                        For          For
        11   LAWRENCE A. WEINBACH                                               For          For
2       RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM
3       RESOLUTION REGARDING NANOMATERIAL REPORT                   Shareholder  Against      For


- --------------------------------------------------------------------------------
MIRANT CORPORATION

SECURITY        60467R100           MEETING TYPE   Annual
TICKER SYMBOL   MIR                 MEETING DATE   07-May-2009
ISIN            US60467R1005        AGENDA         933023272 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THOMAS W. CASON                                                    For          For
        2    A.D. (PETE) CORRELL                                                For          For
        3    TERRY G. DALLAS                                                    For          For
        4    THOMAS H. JOHNSON                                                  For          For
        5    JOHN T. MILLER                                                     For          For
        6    EDWARD R. MULLER                                                   For          For
        7    ROBERT C. MURRAY                                                   For          For
        8    JOHN M. QUAIN                                                      For          For
        9    WILLIAM L. THACKER                                                 For          For
02      RATIFICATION OF APPOINTMENT OF KPMG LLP AS                 Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
        2009
03      STOCKHOLDER PROPOSAL REGARDING REPORT ON                   Shareholder  Against      For
        GLOBAL WARMING




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                79


- --------------------------------------------------------------------------------
TRACTOR SUPPLY COMPANY

SECURITY        892356106           MEETING TYPE   Annual
TICKER SYMBOL   TSCO                MEETING DATE   07-May-2009
ISIN            US8923561067        AGENDA         933023359 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    JAMES F. WRIGHT                                                    For          For
        2    JOHNSTON C. ADAMS                                                  For          For
        3    WILLIAM BASS                                                       For          For
        4    JACK C. BINGLEMAN                                                  For          For
        5    S.P. BRAUD                                                         For          For
        6    RICHARD W. FROST                                                   For          For
        7    CYNTHIA T. JAMISON                                                 For          For
        8    GERARD E. JONES                                                    For          For
        9    GEORGE MACKENZIE                                                   For          For
        10   EDNA K. MORRIS                                                     For          For
2       TO APPROVE THE 2009 STOCK INCENTIVE PLAN.                  Management   Against      Against
3       TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING DECEMBER 26, 2009.


- --------------------------------------------------------------------------------
MUELLER INDUSTRIES, INC.

SECURITY        624756102           MEETING TYPE   Annual
TICKER SYMBOL   MLI                 MEETING DATE   07-May-2009
ISIN            US6247561029        AGENDA         933031611 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ALEXANDER P. FEDERBUSH                                             For          For
        2    PAUL J. FLAHERTY                                                   For          For
        3    GENNARO J. FULVIO                                                  For          For
        4    GARY S. GLADSTEIN                                                  For          For
        5    SCOTT J. GOLDMAN                                                   For          For
        6    TERRY HERMANSON                                                    For          For
        7    HARVEY L. KARP                                                     For          For
02      APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS            Management   For          For
        INDEPENDENT AUDITORS OF THE COMPANY.
03      APPROVE THE MUELLER INDUSTRIES, INC. 2009 STOCK            Management   For          For
        INCENTIVE PLAN.
04      STOCKHOLDER PROPOSAL REGARDING BOARD                       Shareholder  Against      For
        MEMBERSHIP.


- --------------------------------------------------------------------------------
BCE INC.

SECURITY        05534B760           MEETING TYPE   Annual
TICKER SYMBOL   BCE                 MEETING DATE   07-May-2009
ISIN            CA05534B7604        AGENDA         933033615 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    B.K. ALLEN                                                         For          For
        2    A. BERARD                                                          For          For
        3    R.A. BRENNEMAN                                                     For          For
        4    R.E. BROWN                                                         For          For
        5    G.A. COPE                                                          For          For
        6    A.S. FELL                                                          For          For
        7    D. SOBLE KAUFMAN                                                   For          For
        8    B.M. LEVITT                                                        For          For
        9    E.C. LUMLEY                                                        For          For
        10   T.C. O'NEILL                                                       For          For
        11   P.M. TELLIER                                                       For          For
        12   P.R. WEISS                                                         For          For
        13   V.L. YOUNG                                                         For          For
02      DELOITTE & TOUCHE LLP AS AUDITORS.                         Management   For          For
3A      CEASE AND DESIST BUYING SHARES PURSUANT TO THE             Shareholder  Against      For
        SHARE BUYBACK DATED DECEMBER 12, 2008.
3B      DECLARING AS A SPECIAL DIVIDEND AN AMOUNT EQUAL            Shareholder  Against      For
        TO THE DIVIDEND OF THE BCE COMMON SHARES THAT
        WOULD HAVE BEEN PAID IN JULY AND OCTOBER 2008.
3C      MISSED DIVIDEND PAYMENTS TO SHAREHOLDERS FOR               Shareholder  Against      For
        THE PERIOD OF JULY 15, 2008 AND OCTOBER 15, 2008.
3D      CUT BOARD OF DIRECTORS, PRESIDENT AND CEO, AND             Shareholder  Against      For
        TOP MANAGEMENT SALARIES, BONUSES, STOCK OPTION
        BENEFITS, OTHER BENEFITS AND PERKS BY 50% IN 2009
        AND 2010, AND CAP THEM TO A MAXIMUM OF $ 500,000 PER
        PERSON, PER YEAR FOR 2009 AND 2010.
3E      INDEPENDENCE OF COMPENSATION COMMITTEE                     Shareholder  Against      For
        MEMBERS AND EXTERNAL COMPENSATION ADVISORS.
3F      SHAREHOLDER ADVISORY VOTE ON THE EXECUTIVE                 Shareholder  For          For
        COMPENSATION POLICY.
3G      FEMALE REPRESENTATION ON BOARD OF DIRECTORS.               Shareholder  Against      For
3H      LIMIT ON THE NUMBER OF DIRECTORSHIPS.                      Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                80


- --------------------------------------------------------------------------------
BARNES GROUP INC.

SECURITY        067806109           MEETING TYPE   Annual
TICKER SYMBOL   B                   MEETING DATE   07-May-2009
ISIN            US0678061096        AGENDA         933037447 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THOMAS J. ALBANI                                                   For          For
        2    THOMAS O. BARNES                                                   For          For
        3    GARY G. BENANAV                                                    For          For
        4    MYLLE H. MANGUM                                                    For          For
02      RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP             Management   For          For
        AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
CENTURYTEL, INC.

SECURITY        156700106           MEETING TYPE   Annual
TICKER SYMBOL   CTL                 MEETING DATE   07-May-2009
ISIN            US1567001060        AGENDA         933046080 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    FRED R. NICHOLS                                                    For          For
        2    HARVEY P. PERRY                                                    For          For
        3    JIM D. REPPOND                                                     For          For
        4    JOSEPH R. ZIMMEL                                                   For          For
02      TO RATIFY THE SELECTION OF KPMG LLP AS THE                 Management   For          For
        COMPANY'S INDEPENDENT AUDITOR FOR 2009.
03      TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING               Shareholder  Against      For
        DIRECTOR ELECTION VOTING STANDARDS.
04      TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING               Shareholder  Against      For
        EXECUTIVE COMPENSATION.
05      TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING               Shareholder  Against      For
        NETWORK MANAGEMENT PRACTICES.


- --------------------------------------------------------------------------------
STERLING BANCORP

SECURITY        859158107           MEETING TYPE   Annual
TICKER SYMBOL   STL                 MEETING DATE   07-May-2009
ISIN            US8591581074        AGENDA         933047323 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROBERT ABRAMS                                                      For          For
        2    JOSEPH M. ADAMKO                                                   For          For
        3    LOUIS J. CAPPELLI                                                  For          For
        4    FERNANDO FERRER                                                    For          For
        5    ALLAN F. HERSHFIELD                                                For          For
        6    HENRY J. HUMPHREYS                                                 For          For
        7    ROBERT W. LAZAR                                                    For          For
        8    JOHN C. MILLMAN                                                    For          For
        9    EUGENE ROSSIDES                                                    For          For
02      ADVISORY APPROVAL OF THE COMPENSATION OF THE               Management   For          For
        COMPANY'S NAMED EXECUTIVE OFFICERS.
03      PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT            Management   For          For
        COMMITTEE OF THE BOARD OF DIRECTORS OF CROWE
        HORWATH LLP AS THE COMPANY'S INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
        YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                81


- --------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL LTD

SECURITY        H27013103           MEETING TYPE   Annual
TICKER SYMBOL   WFT                 MEETING DATE   07-May-2009
ISIN            CH0038838394        AGENDA         933056182 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER              Management   For          For
1B      ELECTION OF DIRECTOR: DAVID J. BUTTERS                     Management   For          For
1C      ELECTION OF DIRECTOR: NICHOLAS F. BRADY                    Management   For          For
1D      ELECTION OF DIRECTOR: WILLIAM E. MACAULAY                  Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT B. MILLARD                    Management   For          For
1F      ELECTION OF DIRECTOR: ROBERT K. MOSES, JR.                 Management   For          For
1G      ELECTION OF DIRECTOR: ROBERT A. RAYNE                      Management   For          For
02      APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT            Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
        ENDING DECEMBER 31, 2009 AND RATIFICATION OF THE
        ELECTION OF ERNST & YOUNG AG, ZURICH AS STATUTORY
        AUDITOR FOR YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY

SECURITY        194162103           MEETING TYPE   Annual
TICKER SYMBOL   CL                  MEETING DATE   08-May-2009
ISIN            US1941621039        AGENDA         933010011 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JOHN T. CAHILL                       Management   For          For
1B      ELECTION OF DIRECTOR: JILL K. CONWAY                       Management   For          For
1C      ELECTION OF DIRECTOR: IAN COOK                             Management   For          For
1D      ELECTION OF DIRECTOR: ELLEN M. HANCOCK                     Management   For          For
1E      ELECTION OF DIRECTOR: DAVID W. JOHNSON                     Management   For          For
1F      ELECTION OF DIRECTOR: RICHARD J. KOGAN                     Management   For          For
1G      ELECTION OF DIRECTOR: DELANO E. LEWIS                      Management   For          For
1H      ELECTION OF DIRECTOR: J. PEDRO REINHARD                    Management   For          For
1I      ELECTION OF DIRECTOR: STEPHEN I. SADOVE                    Management   For          For
02      RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP             Management   For          For
        AS COLGATE'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.
03      APPROVAL OF THE COLGATE-PALMOLIVE COMPANY 2009             Management   For          For
        EXECUTIVE INCENTIVE COMPENSATION PLAN.
04      STOCKHOLDER PROPOSAL ON EXECUTIVE                          Shareholder  Against      For
        COMPENSATION ADVISORY VOTE.


- --------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC.

SECURITY        790849103           MEETING TYPE   Annual
TICKER SYMBOL   STJ                 MEETING DATE   08-May-2009
ISIN            US7908491035        AGENDA         933024159 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN W. BROWN                                                      For          For
        2    DANIEL J. STARKS                                                   For          For
02      TO APPROVE THE ST. JUDE MEDICAL, INC. MANAGEMENT           Management   For          For
        INCENTIVE COMPENSATION PLAN.
03      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
WASTE MANAGEMENT, INC.

SECURITY        94106L109           MEETING TYPE   Annual
TICKER SYMBOL   WMI                 MEETING DATE   08-May-2009
ISIN            US94106L1098        AGENDA         933026115 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY            Management   For          For
1B      ELECTION OF DIRECTOR: FRANK M. CLARK, JR.                  Management   For          For
1C      ELECTION OF DIRECTOR: PATRICK W. GROSS                     Management   For          For
1D      ELECTION OF DIRECTOR: JOHN C. POPE                         Management   For          For
1E      ELECTION OF DIRECTOR: W. ROBERT REUM                       Management   For          For
1F      ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER                  Management   For          For
1G      ELECTION OF DIRECTOR: DAVID P. STEINER                     Management   For          For
1H      ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER                 Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.
03      PROPOSAL TO AMEND THE COMPANY'S EMPLOYEE STOCK             Management   For          For
        PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
        AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
04      PROPOSAL TO APPROVE THE COMPANY'S 2009 STOCK               Management   For          For
        INCENTIVE PLAN.
05      PROPOSAL RELATING TO DISCLOSURE OF POLITICAL               Shareholder  Against      For
        CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
        MEETING.
06      PROPOSAL TO ADOPT SIMPLE MAJORITY VOTE, IF                 Shareholder  Against      For
        PROPERLY PRESENTED AT MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                82


- --------------------------------------------------------------------------------
ALCOA INC.

SECURITY        013817101           MEETING TYPE   Annual
TICKER SYMBOL   AA                  MEETING DATE   08-May-2009
ISIN            US0138171014        AGENDA         933026165 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    KATHRYN S. FULLER                                                  For          For
        2    JUDITH M. GUERON                                                   For          For
        3    PATRICIA F. RUSSO                                                  For          For
        4    ERNESTO ZEDILLO                                                    For          For
02      PROPOSAL TO RATIFY THE INDEPENDENT AUDITOR                 Management   For          For
03      PROPOSAL TO APPROVE 2009 ALCOA STOCK INCENTIVE             Management   Against      Against
        PLAN
04      SHAREHOLDER PROPOSAL: SIMPLE MAJORITY VOTE                 Shareholder  Against      For


- --------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION

SECURITY        231561101           MEETING TYPE   Annual
TICKER SYMBOL   CW                  MEETING DATE   08-May-2009
ISIN            US2315611010        AGENDA         933027066 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MARTIN R. BENANTE                                                  For          For
        2    S. MARCE FULLER                                                    For          For
        3    ALLEN A. KOZINSKI                                                  For          For
        4    CARL G. MILLER                                                     For          For
        5    WILLIAM B. MITCHELL                                                For          For
        6    JOHN R. MYERS                                                      For          For
        7    JOHN B. NATHMAN                                                    For          For
        8    WILLIAM W. SIHLER                                                  For          For
        9    ALBERT E. SMITH                                                    For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &           Management   For          For
        TOUCHE LLP AS THE COMPANY'S INDEPENDENT
        ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
OCEANEERING INTERNATIONAL, INC.

SECURITY        675232102           MEETING TYPE   Annual
TICKER SYMBOL   OII                 MEETING DATE   08-May-2009
ISIN            US6752321025        AGENDA         933030253 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOHN R. HUFF                                                       For          For
        2    JEROLD J. DESROCHE                                                 For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &              Management   For          For
        YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
        ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC.

SECURITY        38141G104           MEETING TYPE   Annual
TICKER SYMBOL   GS                  MEETING DATE   08-May-2009
ISIN            US38141G1040        AGENDA         933037322 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN                   Management   For          For
1B      ELECTION OF DIRECTOR: JOHN H. BRYAN                        Management   For          For
1C      ELECTION OF DIRECTOR: GARY D. COHN                         Management   For          For
1D      ELECTION OF DIRECTOR: CLAES DAHLBACK                       Management   For          For
1E      ELECTION OF DIRECTOR: STEPHEN FRIEDMAN                     Management   For          For
1F      ELECTION OF DIRECTOR: WILLIAM W. GEORGE                    Management   For          For
1G      ELECTION OF DIRECTOR: RAJAT K. GUPTA                       Management   For          For
1H      ELECTION OF DIRECTOR: JAMES A. JOHNSON                     Management   For          For
1I      ELECTION OF DIRECTOR: LOIS D. JULIBER                      Management   For          For
1J      ELECTION OF DIRECTOR: LAKSHMI N. MITTAL                    Management   For          For
1K      ELECTION OF DIRECTOR: JAMES J. SCHIRO                      Management   For          For
1L      ELECTION OF DIRECTOR: RUTH J. SIMMONS                      Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2009
        FISCAL YEAR
03      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION            Management   For          For
04      SHAREHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING
05      SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY             Shareholder  Against      For
        VOTE
06      SHAREHOLDER PROPOSAL TO AMEND BY-LAWS TO                   Shareholder  Against      For
        PROVIDE FOR A BOARD COMMITTEE ON U.S. ECONOMIC
        SECURITY
07      SHAREHOLDER PROPOSAL REGARDING POLITICAL                   Shareholder  Against      For
        CONTRIBUTIONS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                83


- --------------------------------------------------------------------------------
AQUA AMERICA, INC.

SECURITY        03836W103           MEETING TYPE   Annual
TICKER SYMBOL   WTR                 MEETING DATE   08-May-2009
ISIN            US03836W1036        AGENDA         933043197 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    NICHOLAS DEBENEDICTIS                                              For          For
        2    RICHARD H. GLANTON                                                 For          For
        3    LON R. GREENBERG                                                   For          For
02      TO APPROVE THE 2009 OMNIBUS EQUITY COMPENSATION            Management   For          For
        PLAN.
03      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
        COMPANY FOR THE 2009 FISCAL YEAR.
04      SHAREHOLDER PROPOSAL REGARDING THE                         Shareholder  Against      For
        PREPARATION AND PUBLICATION OF A SUSTAINABILITY
        REPORT.


- --------------------------------------------------------------------------------
DISH NETWORK CORPORATION

SECURITY        25470M109           MEETING TYPE   Annual
TICKER SYMBOL   DISH                MEETING DATE   11-May-2009
ISIN            US25470M1099        AGENDA         933028981 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JAMES DEFRANCO                                                     For          For
        2    CANTEY ERGEN                                                       For          For
        3    CHARLES W. ERGEN                                                   For          For
        4    STEVEN R. GOODBARN                                                 For          For
        5    GARY S. HOWARD                                                     For          For
        6    DAVID K. MOSKOWITZ                                                 For          For
        7    TOM A. ORTOLF                                                      For          For
        8    CARL E. VOGEL                                                      For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR               Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03      TO APPROVE OUR 2009 STOCK INCENTIVE PLAN.                  Management   Against      Against
04      TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS             Management   Against      Against
        TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.


- --------------------------------------------------------------------------------
ECHOSTAR CORPORATION

SECURITY        278768106           MEETING TYPE   Annual
TICKER SYMBOL   SATS                MEETING DATE   11-May-2009
ISIN            US2787681061        AGENDA         933028993 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JOSEPH P. CLAYTON                                                  For          For
        2    R. STANTON DODGE                                                   For          For
        3    MICHAEL T. DUGAN                                                   For          For
        4    CHARLES W. ERGEN                                                   For          For
        5    DAVID K. MOSKOWITZ                                                 For          For
        6    TOM A. ORTOLF                                                      For          For
        7    C. MICHAEL SCHROEDER                                               For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR               Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.
03      TO AMEND AND RESTATE OUR EMPLOYEE STOCK                    Management   For          For
        PURCHASE PLAN.
04      TO APPROVE AMENDMENTS TO EXISTING EQUITY PLANS             Management   Against      Against
        TO ALLOW FOR STOCK AWARD EXCHANGE PROGRAMS.


- --------------------------------------------------------------------------------
LEUCADIA NATIONAL CORPORATION

SECURITY        527288104           MEETING TYPE   Annual
TICKER SYMBOL   LUK                 MEETING DATE   11-May-2009
ISIN            US5272881047        AGENDA         933048298 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    IAN M. CUMMING                                                     For          For
        2    PAUL M. DOUGAN                                                     For          For
        3    ALAN J. HIRSCHFIELD                                                For          For
        4    JAMES E. JORDAN                                                    For          For
        5    JEFFREY C. KEIL                                                    For          For
        6    J.C. NICHOLS, III                                                  For          For
        7    MICHAEL SORKIN                                                     For          For
        8    JOSEPH S. STEINBERG                                                For          For
02      TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S             Management   For          For
        1999 STOCK OPTION PLAN.
03      TO RATIFY THE SELECTION OF                                 Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        ACCOUNTANTS OF THE COMPANY FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                84


- --------------------------------------------------------------------------------
TELECOM ITALIA MEDIA SPA, ROMA

SECURITY        T92765121           MEETING TYPE   Special General Meeting
TICKER SYMBOL   TIT.MI              MEETING DATE   12-May-2009
ISIN            IT0001389920        AGENDA         701931657 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT              Non-Voting
        REACH QUORUM, THERE WILL BE A SE-COND CALL ON 13
        MAY 2009. [AND A THIRD CALL ON 14 MAY 2009].
        CONSEQUENTLY, YOU-R VOTING INSTRUCTIONS WILL
        REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
        AME-NDED. PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE QUORUM-IS MET OR
        THE MEETING IS CANCELLED. THANK YOU.
1.      Appoint the shareholders common representative;            Management   No Action
        resolutions related there to


- --------------------------------------------------------------------------------
3M COMPANY

SECURITY        88579Y101           MEETING TYPE   Annual
TICKER SYMBOL   MMM                 MEETING DATE   12-May-2009
ISIN            US88579Y1010        AGENDA         933025985 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LINDA G. ALVARADO                    Management   For          For
1B      ELECTION OF DIRECTOR: GEORGE W. BUCKLEY                    Management   For          For
1C      ELECTION OF DIRECTOR: VANCE D. COFFMAN                     Management   For          For
1D      ELECTION OF DIRECTOR: MICHAEL L. ESKEW                     Management   For          For
1E      ELECTION OF DIRECTOR: W. JAMES FARRELL                     Management   For          For
1F      ELECTION OF DIRECTOR: HERBERT L. HENKEL                    Management   For          For
1G      ELECTION OF DIRECTOR: EDWARD M. LIDDY                      Management   For          For
1H      ELECTION OF DIRECTOR: ROBERT S. MORRISON                   Management   For          For
1I      ELECTION OF DIRECTOR: AULANA L. PETERS                     Management   For          For
1J      ELECTION OF DIRECTOR: ROBERT J. ULRICH                     Management   For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS 3M'S INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM.
03      STOCKHOLDER PROPOSAL ON SPECIAL MEETINGS.                  Shareholder  Against      For
04      STOCKHOLDER PROPOSAL ON THE VESTING OF STOCK               Shareholder  Against      For
        OPTIONS AND AWARDS.


- --------------------------------------------------------------------------------
NORTHEAST UTILITIES

SECURITY        664397106           MEETING TYPE   Annual
TICKER SYMBOL   NU                  MEETING DATE   12-May-2009
ISIN            US6643971061        AGENDA         933026127 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTORS                                                  Management
        1    RICHARD H. BOOTH                                                   For          For
        2    JOHN S. CLARKESON                                                  For          For
        3    COTTON M. CLEVELAND                                                For          For
        4    SANFORD CLOUD, JR.                                                 For          For
        5    JAMES F. CORDES                                                    For          For
        6    E. GAIL DE PLANQUE                                                 For          For
        7    JOHN G. GRAHAM                                                     For          For
        8    ELIZABETH T. KENNAN                                                For          For
        9    KENNETH R. LEIBLER                                                 For          For
        10   ROBERT E. PATRICELLI                                               For          For
        11   CHARLES W. SHIVERY                                                 For          For
        12   JOHN F. SWOPE                                                      For          For
02      TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS        Management   For          For
        THE COMPANY'S INDEPENDENT AUDITORS FOR 2009.
03      OTHER BUSINESS THAT MAY PROPERLY COME BEFORE               Management   For          For
        THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.


- --------------------------------------------------------------------------------
ITT CORPORATION

SECURITY        450911102           MEETING TYPE   Annual
TICKER SYMBOL   ITT                 MEETING DATE   12-May-2009
ISIN            US4509111021        AGENDA         933028551 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    STEVEN R. LORANGER                                                 For          For
        2    CURTIS J. CRAWFORD                                                 For          For
        3    CHRISTINA A. GOLD                                                  For          For
        4    RALPH F. HAKE                                                      For          For
        5    JOHN J. HAMRE                                                      For          For
        6    PAUL J. KERN                                                       For          For
        7    FRANK T. MACINNIS                                                  For          For
        8    SURYA N. MOHAPATRA                                                 For          For
        9    LINDA S. SANFORD                                                   For          For
        10   MARKOS I. TAMBAKERAS                                               For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.
03      TO VOTE ON A SHAREHOLDER PROPOSAL, IF PROPERLY             Shareholder  Against      For
        PRESENTED AT THE MEETING, REQUESTING THAT THE
        COMPANY PROVIDE A COMPREHENSIVE REPORT AT A
        REASONABLE COST AND OMITTING PROPRIETARY AND
        CLASSIFIED INFORMATION OF THE COMPANY'S FOREIGN
        SALES OF MILITARY AND WEAPONS-RELATED PRODUCTS
        AND SERVICES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                85


- --------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION

SECURITY        852061100           MEETING TYPE   Annual
TICKER SYMBOL   S                   MEETING DATE   12-May-2009
ISIN            US8520611000        AGENDA         933029224 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ROBERT R. BENNETT                    Management   For          For
1B      ELECTION OF DIRECTOR: GORDON M. BETHUNE                    Management   For          For
1C      ELECTION OF DIRECTOR: LARRY C. GLASSCOCK                   Management   For          For
1D      ELECTION OF DIRECTOR: JAMES H. HANCE, JR.                  Management   For          For
1E      ELECTION OF DIRECTOR: DANIEL R. HESSE                      Management   For          For
1F      ELECTION OF DIRECTOR: V. JANET HILL                        Management   For          For
1G      ELECTION OF DIRECTOR: FRANK IANNA                          Management   For          For
1H      ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON                Management   For          For
1I      ELECTION OF DIRECTOR: WILLIAM R. NUTI                      Management   For          For
1J      ELECTION OF DIRECTOR: RODNEY O'NEAL                        Management   For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE               Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
        SPRINT NEXTEL FOR 2009.
03      TO APPROVE AMENDMENTS TO THE 1988 EMPLOYEES                Management   For          For
        STOCK PURCHASE PLAN.
04      TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING               Shareholder  Against      For
        SPECIAL SHAREHOLDER MEETINGS.
05      TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING               Shareholder  Against      For
        POLITICAL CONTRIBUTIONS.


- --------------------------------------------------------------------------------
LOEWS CORPORATION

SECURITY        540424108           MEETING TYPE   Annual
TICKER SYMBOL   L                   MEETING DATE   12-May-2009
ISIN            US5404241086        AGENDA         933048616 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: A.E. BERMAN                          Management   For          For
1B      ELECTION OF DIRECTOR: J.L. BOWER                           Management   For          For
1C      ELECTION OF DIRECTOR: C.M. DIKER                           Management   For          For
1D      ELECTION OF DIRECTOR: P.J. FRIBOURG                        Management   For          For
1E      ELECTION OF DIRECTOR: W.L. HARRIS                          Management   For          For
1F      ELECTION OF DIRECTOR: P.A. LASKAWY                         Management   For          For
1G      ELECTION OF DIRECTOR: K. MILLER                            Management   For          For
1H      ELECTION OF DIRECTOR: G.R. SCOTT                           Management   For          For
1I      ELECTION OF DIRECTOR: A.H. TISCH                           Management   For          For
1J      ELECTION OF DIRECTOR: J.S. TISCH                           Management   For          For
1K      ELECTION OF DIRECTOR: J.M. TISCH                           Management   For          For
02      RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT                Management   For          For
        AUDITORS
03      APPROVE A PROPOSED AMENDMENT TO SIMPLIFY AND               Management   For          For
        UPDATE OUR CORPORATE CHARTER   THE BOARD OF
        DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEM 4
04      SHAREHOLDER PROPOSAL - CUMULATIVE VOTING                   Shareholder  Against      For


- --------------------------------------------------------------------------------
PETROCHINA COMPANY LIMITED

SECURITY        71646E100           MEETING TYPE   Annual
TICKER SYMBOL   PTR                 MEETING DATE   12-May-2009
ISIN            US71646E1001        AGENDA         933050255 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO CONSIDER AND APPROVE THE REPORT OF THE BOARD            Management   For          For
        OF DIRECTORS OF THE COMPANY FOR THE YEAR 2008.
02      TO CONSIDER AND APPROVE THE REPORT OF THE                  Management   For          For
        SUPERVISORY COMMITTEE OF THE COMPANY FOR THE
        YEAR 2008.
03      TO CONSIDER AND APPROVE THE AUDITED FINANCIAL              Management   For          For
        STATEMENTS OF THE COMPANY FOR THE YEAR 2008.
04      TO CONSIDER AND APPROVE THE DECLARATION AND                Management   For          For
        PAYMENT OF THE FINAL DIVIDENDS FOR THE YEAR ENDED
        DECEMBER 31, 2008 IN THE AMOUNT AND IN THE MANNER
        RECOMMENDED BY THE BOARD OF DIRECTORS.
05      TO CONSIDER AND APPROVE THE AUTHORISATION OF THE           Management   For          For
        BOARD OF DIRECTORS TO DETERMINE THE DISTRIBUTION
        OF INTERIM DIVIDENDS.
06      APPOINTMENT OF PRICEWATERHOUSECOOPERS AS                   Management   For          For
        INTERNATIONAL AUDITORS AND
        PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED
        COMPANY, CERTIFIED PUBLIC ACCOUNTANTS AS
        DOMESTIC AUDITORS FOR 2009.
07      TO CONSIDER AND APPROVE, BY WAY OF SPECIAL                 Management   For          For
        RESOLUTION, A GENERAL MANDATE TO THE BOARD OF
        DIRECTORS TO SEPARATELY OR CONCURRENTLY ISSUE,
        ALLOT AND DEAL WITH ADDITIONAL DOMESTIC SHARES &
        COMPANY SHARES AND OVERSEAS LISTED FOREIGN
        SHARES IN THE COMPANY NOT EXCEEDING 20% OF EACH
        OF ITS EXISTING DOMESTIC SHARES.
08      CONSIDER AND APPROVE, TO GRANT A GENERAL                   Management   For          For
        MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS IN
        AGGREGATE PRINCIPAL AMOUNT BY BOARD.
09      TO CONSIDER AND APPROVE THE ELECTION OF MR. WANG           Management   For          For
        DAOCHENG AS INDEPENDENT SUPERVISOR OF THE
        COMPANY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                86


- --------------------------------------------------------------------------------
GRIFFIN LAND & NURSERIES, INC.

SECURITY        398231100           MEETING TYPE   Annual
TICKER SYMBOL   GRIF                MEETING DATE   12-May-2009
ISIN            US3982311009        AGENDA         933060509 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    W.J. CHURCHILL, JR.                                                For          For
        2    EDGAR M. CULLMAN                                                   For          For
        3    DAVID M. DANZIGER                                                  For          For
        4    FREDERICK M. DANZIGER                                              For          For
        5    THOMAS C. ISRAEL                                                   For          For
        6    ALBERT H. SMALL, JR.                                               For          For
        7    DAVID F. STEIN                                                     For          For
02      APPROVAL OF THE GRIFFIN LAND & NURSERIES, INC. 2009        Management   For          For
        STOCK OPTION PLAN.
03      RATIFICATION OF THE SELECTION OF INDEPENDENT               Management   For          For
        REGISTERED PUBLIC ACCOUNTANTS.


- --------------------------------------------------------------------------------
BNP PARIBAS

SECURITY        F1058Q238           MEETING TYPE   MIX
TICKER SYMBOL   BNP.PA              MEETING DATE   13-May-2009
ISIN            FR0000131104        AGENDA         701930047 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub
        custodian. Please contact your Client Service
        Representative-to obtain the necessary card, account
        details and directions.   The followin-g applies to
        Non- Resident Shareowners:  Proxy Cards: Voting
        instructions will-be forwarded to the Global
        Custodians that have become Registered
        Intermediar-ies, on the Vote Deadline Date. In
        capacity as Registered Intermediary, the Gl-obal
        Custodian will sign the Proxy Card and forward to the
        local custodian. If-you are unsure whether your
        Global Custodian acts as Registered
        Intermediary,-please contact your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID       Non-Voting
        VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF
        "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID        Non-Voting
        540421 DUE TO ADDITION IN-RESOLUTION. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
        AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING
        NOTICE. THANK YOU
O.1     Approve to accept consolidated financial statements        Management   For          For
        and statutory reports
O.2     Approve the financial statements and statutory reports     Management   For          For
O.3     Approve the allocation of income and dividends of EUR      Management   For          For
        1.00 per Share
O.4     Approve the Auditors' Special report regarding             Management   For          For
        related-party transactions
O.5     Grant authority repurchase of up to 10% issued share       Management   For          For
        capital
O.6     Re-elect Mr. Claude Bebear as a Director                   Management   For          For
O.7     Re-elect Mr. Jean-Louis Beffa as a Director                Management   For          For
O.8     Re-elect Mr. Denis Kessler as a Director                   Management   For          For
O.9     Re-elect Mr. Laurence Parisot as a Director                Management   For          For
O.10    Re-elect Mr. Michel Pebereau as a Director                 Management   For          For
E.11    Approve the contribution in kind of 98,529,695 Fortis      Management   For          For
        Banque shares by Societe Federale de Participations
        et d'Investissement [SFPI]
E.12    Approve the contribution in kind of 263,586,083            Management   For          For
        Fortis Banque Luxembourg shares by Grand Duchy of
        Luxembourg
E.13    Grant authority the capital increase of up to 10% of       Management   For          For
        issued capital for future acquisitions
E.14    Approve the changes in the procedures for B shares-        Management   For          For
        Corresponding amendments to the Articles of
        Association
E.15    Approve to reduce the share capital via cancellation       Management   For          For
        of repurchased shares
E.16    Grant authority the filing of required                     Management   For          For
        documents/other formalities




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                87


- --------------------------------------------------------------------------------
SAFEWAY INC.

SECURITY        786514208           MEETING TYPE   Annual
TICKER SYMBOL   SWY                 MEETING DATE   13-May-2009
ISIN            US7865142084        AGENDA         933009640 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: STEVEN A. BURD                       Management   For          For
1B      ELECTION OF DIRECTOR: JANET E. GROVE                       Management   For          For
1C      ELECTION OF DIRECTOR: MOHAN GYANI                          Management   For          For
1D      ELECTION OF DIRECTOR: PAUL HAZEN                           Management   For          For
1E      ELECTION OF DIRECTOR: FRANK C. HERRINGER                   Management   For          For
1F      ELECTION OF DIRECTOR: ROBERT I. MACDONNELL                 Management   For          For
1G      ELECTION OF DIRECTOR: KENNETH W. ODER                      Management   For          For
1H      ELECTION OF DIRECTOR: REBECCA A. STIRN                     Management   For          For
1I      ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER                  Management   For          For
1J      ELECTION OF DIRECTOR: RAYMOND G. VIAULT                    Management   For          For
02      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE           Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM.
03      STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE                 Shareholder  Against      For
        VOTING.
04      STOCKHOLDER PROPOSAL REQUESTING THAT HOLDERS               Shareholder  Against      For
        OF 10% OF THE OUTSTANDING COMMON STOCK BE GIVEN
        THE POWER TO CALL SPECIAL STOCKHOLDER MEETINGS
05      STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON              Shareholder  Against      For
        FUTURE DEATH BENEFITS.


- --------------------------------------------------------------------------------
QWEST COMMUNICATIONS INTERNATIONAL INC.

SECURITY        749121109           MEETING TYPE   Annual
TICKER SYMBOL   Q                   MEETING DATE   13-May-2009
ISIN            US7491211097        AGENDA         933024527 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: EDWARD A. MUELLER                    Management   For          For
1B      ELECTION OF DIRECTOR: LINDA G. ALVARADO                    Management   For          For
1C      ELECTION OF DIRECTOR: CHARLES L. BIGGS                     Management   For          For
1D      ELECTION OF DIRECTOR: K. DANE BROOKSHER                    Management   For          For
1E      ELECTION OF DIRECTOR: PETER S. HELLMAN                     Management   For          For
1F      ELECTION OF DIRECTOR: R. DAVID HOOVER                      Management   For          For
1G      ELECTION OF DIRECTOR: PATRICK J. MARTIN                    Management   For          For
1H      ELECTION OF DIRECTOR: CAROLINE MATTHEWS                    Management   For          For
1I      ELECTION OF DIRECTOR: WAYNE W. MURDY                       Management   For          For
1J      ELECTION OF DIRECTOR: JAN L. MURLEY                        Management   For          For
1K      ELECTION OF DIRECTOR: JAMES A. UNRUH                       Management   For          For
1L      ELECTION OF DIRECTOR: ANTHONY WELTERS                      Management   For          For
02      THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS         Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2009.
03      APPROVAL OF A POLICY RELATING TO SEVERANCE                 Management   For          For
        ARRANGEMENTS WITH EXECUTIVES.
04      A STOCKHOLDER PROPOSAL URGING THE BOARD TO                 Shareholder  Against      For
        ADOPT A POLICY TO SEEK STOCKHOLDER APPROVAL OF
        CERTAIN EXTRAORDINARY RETIREMENT BENEFITS FOR
        EXECUTIVES.
05      A STOCKHOLDER PROPOSAL URGING THE BOARD TO                 Shareholder  Against      For
        ADOPT A POLICY THAT STOCKHOLDERS HAVE THE
        OPPORTUNITY AT ANNUAL MEETINGS TO VOTE ON AN
        ADVISORY RESOLUTION ON CERTAIN EXECUTIVE
        COMPENSATION.
06      A STOCKHOLDER PROPOSAL REQUESTING THE BOARD TO             Shareholder  Against      For
        AMEND OUR BYLAWS TO ALLOW 10% STOCKHOLDERS TO
        CALL SPECIAL STOCKHOLDER MEETINGS.
07      A STOCKHOLDER PROPOSAL REQUESTING THAT OUR                 Shareholder  Against      For
        BOARD INITIATE THE PROCESS OF REINCORPORATING
        QWEST IN NORTH DAKOTA.


- --------------------------------------------------------------------------------
PROGRESS ENERGY, INC.

SECURITY        743263105           MEETING TYPE   Annual
TICKER SYMBOL   PGN                 MEETING DATE   13-May-2009
ISIN            US7432631056        AGENDA         933026266 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ELECTION OF DIRECTOR: JAMES E. BOSTIC, JR.                 Management   For          For
02      ELECTION OF DIRECTOR: HARRIS E. DELOACH, JR.               Management   For          For
03      ELECTION OF DIRECTOR: JAMES B. HYLER, JR.                  Management   For          For
04      ELECTION OF DIRECTOR: WILLIAM D. JOHNSON                   Management   For          For
05      ELECTION OF DIRECTOR: ROBERT W. JONES                      Management   For          For
06      ELECTION OF DIRECTOR: W. STEVEN JONES                      Management   For          For
07      ELECTION OF DIRECTOR: E. MARIE MCKEE                       Management   For          For
08      ELECTION OF DIRECTOR: JOHN H. MULLIN, III                  Management   For          For
09      ELECTION OF DIRECTOR: CHARLES W. PRYOR, JR.                Management   For          For
10      ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS                 Management   For          For
11      ELECTION OF DIRECTOR: THERESA M. STONE                     Management   For          For
12      ELECTION OF DIRECTOR: ALFRED C. TOLLISON, JR.              Management   For          For
13      RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS           Management   For          For
        THE INDEPENDENT REGISTERED PUBLC ACCOUNTING
        FIRM FOR THE COMPANY.
14      TO APPROVE THE PROGRESS ENERGY, INC. 2009                  Management   For          For
        EXECUTIVE INCENTIVE PLAN TO COMPLY WITH SECTION
        162(M) OF THE INTERNAL REVENUE CODE.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                88


- --------------------------------------------------------------------------------
CONOCOPHILLIPS

SECURITY        20825C104           MEETING TYPE   Annual
TICKER SYMBOL   COP                 MEETING DATE   13-May-2009
ISIN            US20825C1045        AGENDA         933026317 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: RICHARD L. ARMITAGE                  Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK                Management   For          For
1C      ELECTION OF DIRECTOR: JAMES E. COPELAND, JR.               Management   For          For
1D      ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN                Management   For          For
1E      ELECTION OF DIRECTOR: RUTH R. HARKIN                       Management   For          For
1F      ELECTION OF DIRECTOR: HAROLD W. MCGRAW III                 Management   For          For
1G      ELECTION OF DIRECTOR: JAMES J. MULVA                       Management   For          For
1H      ELECTION OF DIRECTOR: HARALD J. NORVIK                     Management   For          For
1I      ELECTION OF DIRECTOR: WILLIAM K. REILLY                    Management   For          For
1J      ELECTION OF DIRECTOR: BOBBY S. SHACKOULS                   Management   For          For
1K      ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL                Management   For          For
1L      ELECTION OF DIRECTOR: KATHRYN C. TURNER                    Management   For          For
1M      ELECTION OF DIRECTOR: WILLIAM E. WADE, JR.                 Management   For          For
02      PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG            Management   For          For
        LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR 2009.
03      PROPOSAL TO APPROVE 2009 OMNIBUS STOCK AND                 Management   For          For
        PERFORMANCE INCENTIVE PLAN.
04      UNIVERSAL HEALTH CARE PRINCIPLES.                          Shareholder  Against      For
05      ADVISORY VOTE ON EXECUTIVE COMPENSATION.                   Shareholder  Against      For
06      POLITICAL CONTRIBUTIONS.                                   Shareholder  Against      For
07      GREENHOUSE GAS REDUCTION.                                  Shareholder  Against      For
08      OIL SANDS DRILLING.                                        Shareholder  Against      For
09      DIRECTOR QUALIFICATIONS.                                   Shareholder  Against      For


- --------------------------------------------------------------------------------
EASTMAN KODAK COMPANY

SECURITY        277461109           MEETING TYPE   Annual
TICKER SYMBOL   EK                  MEETING DATE   13-May-2009
ISIN            US2774611097        AGENDA         933028652 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: RICHARD S. BRADDOCK                  Management   For          For
1B      ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                   Management   For          For
1C      ELECTION OF DIRECTOR: MICHAEL J. HAWLEY                    Management   For          For
1D      ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ                 Management   For          For
1E      ELECTION OF DIRECTOR: DOUGLAS R. LEBDA                     Management   For          For
1F      ELECTION OF DIRECTOR: DEBRA L. LEE                         Management   For          For
1G      ELECTION OF DIRECTOR: DELANO E. LEWIS                      Management   For          For
1H      ELECTION OF DIRECTOR: WILLIAM G. PARRETT                   Management   For          For
1I      ELECTION OF DIRECTOR: ANTONIO M. PEREZ                     Management   For          For
1J      ELECTION OF DIRECTOR: DENNIS F. STRIGL                     Management   For          For
1K      ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                 Management   For          For
02      RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORPORATION

SECURITY        13342B105           MEETING TYPE   Annual
TICKER SYMBOL   CAM                 MEETING DATE   13-May-2009
ISIN            US13342B1052        AGENDA         933029894 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTORS                                                  Management
        1    C. BAKER CUNNINGHAM                                                For          For
        2    SHELDON R. ERIKSON                                                 For          For
        3    DOUGLAS L. FOSHEE                                                  For          For
2       APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005             Management   For          For
        EQUITY INCENTIVE PLAN INCREASING THE NUMBER OF
        AUTHORIZED SHARES UNDER THE PLAN.
3       RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        REGISTERED PUBLIC ACCOUNTANTS FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                89


- --------------------------------------------------------------------------------
UIL HOLDINGS CORPORATION

SECURITY        902748102           MEETING TYPE   Annual
TICKER SYMBOL   UIL                 MEETING DATE   13-May-2009
ISIN            US9027481020        AGENDA         933030998 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THELMA R. ALBRIGHT                                                 For          For
        2    MARC C. BRESLAWSKY                                                 For          For
        3    ARNOLD L. CHASE                                                    For          For
        4    BETSY HENLEY-COHN                                                  For          For
        5    JOHN L. LAHEY                                                      For          For
        6    F. PATRICK MCFADDEN JR.                                            For          For
        7    DANIEL J. MIGLIO                                                   For          For
        8    WILLIAM F. MURDY                                                   For          For
        9    DONALD R. SHASSIAN                                                 For          For
        10   JAMES A. THOMAS                                                    For          For
        11   JAMES P. TORGERSON                                                 For          For
02      RATIFICATION OF THE SELECTION OF                           Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS UIL HOLDINGS
        CORPORATION'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
INTEGRYS ENERGY GROUP INC

SECURITY        45822P105           MEETING TYPE   Annual
TICKER SYMBOL   TEG                 MEETING DATE   13-May-2009
ISIN            US45822P1057        AGENDA         933035405 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    KEITH E. BAILEY                                                    For          For
        2    K.M. HASSELBLAD-PASCALE                                            For          For
        3    JOHN W. HIGGINS                                                    For          For
        4    JAMES L. KEMERLING                                                 For          For
        5    CHARLES A. SCHROCK                                                 For          For
02      RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS           Management   For          For
        THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR INTEGRYS ENERGY GROUP AND ITS
        SUBSIDIARIES FOR 2009.


- --------------------------------------------------------------------------------
QUAKER CHEMICAL CORPORATION

SECURITY        747316107           MEETING TYPE   Annual
TICKER SYMBOL   KWR                 MEETING DATE   13-May-2009
ISIN            US7473161070        AGENDA         933037598 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DONALD R. CALDWELL                                                 For          For
        2    WILLIAM R. COOK                                                    For          For
        3    JEFFRY D. FRISBY                                                   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF                      Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.


- --------------------------------------------------------------------------------
ALBEMARLE CORPORATION

SECURITY        012653101           MEETING TYPE   Annual
TICKER SYMBOL   ALB                 MEETING DATE   13-May-2009
ISIN            US0126531013        AGENDA         933044430 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    J. ALFRED BROADDUS, JR.                                            For          For
        2    R. WILLIAM IDE III                                                 For          For
        3    RICHARD L. MORRILL                                                 For          For
        4    JIM W. NOKES                                                       For          For
        5    MARK C. ROHR                                                       For          For
        6    JOHN SHERMAN, JR.                                                  For          For
        7    CHARLES E. STEWART                                                 For          For
        8    HARRIETT TEE TAGGART                                               For          For
        9    ANNE MARIE WHITTEMORE                                              For          For
02      THE PROPOSAL TO APPROVE THE AMENDMENT TO THE               Management   For          For
        ALBEMARLE CORPORATION 2008 INCENTIVE PLAN.
03      THE PROPOSAL TO RATIFY THE APPOINTMENT OF                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                90


- --------------------------------------------------------------------------------
DENBURY RESOURCES INC.

SECURITY        247916208           MEETING TYPE   Annual
TICKER SYMBOL   DNR                 MEETING DATE   13-May-2009
ISIN            US2479162081        AGENDA         933049288 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WIELAND F. WETTSTEIN                                               For          For
        2    MICHAEL L. BEATTY                                                  For          For
        3    MICHAEL B. DECKER                                                  For          For
        4    RONALD G. GREENE                                                   For          For
        5    DAVID I. HEATHER                                                   For          For
        6    GREGORY L. MCMICHAEL                                               For          For
        7    GARETH ROBERTS                                                     For          For
        8    RANDY STEIN                                                        For          For
02      PROPOSAL TO INCREASE THE NUMBER OF SHARES THAT             Management   For          For
        MAY BE USED UNDER OUR 2004 OMNIBUS STOCK AND
        INCENTIVE PLAN
03      PROPOSAL TO INCREASE THE NUMBER OF SHARES THAT             Management   For          For
        MAY BE USED UNDER OUR EMPLOYEE STOCK PURCHASE
        PLAN AND EXTEND THE TERM OF THE PLAN
04      PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT            Management   For          For
        COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS THE
        COMPANY'S INDEPENDENT AUDITOR FOR 2009


- --------------------------------------------------------------------------------
OCH-ZIFF CAP MGMT GROUP LLC

SECURITY        67551U105           MEETING TYPE   Annual
TICKER SYMBOL   OZM                 MEETING DATE   13-May-2009
ISIN            US67551U1051        AGENDA         933050015 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DAVID WINDREICH                                                    For          For
        2    WILLIAM C. COBB                                                    For          For
        3    JEFFREY R. LEEDS                                                   For          For
02      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, AN         Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
        AS OCH-ZIFF'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
        2009.


- --------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION

SECURITY        808513105           MEETING TYPE   Annual
TICKER SYMBOL   SCHW                MEETING DATE   14-May-2009
ISIN            US8085131055        AGENDA         933022636 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: NANCY H. BECHTLE                     Management   For          For
1B      ELECTION OF DIRECTOR: WALTER W. BETTINGER II               Management   For          For
1C      ELECTION OF DIRECTOR: C. PRESTON BUTCHER                   Management   For          For
02      STOCKHOLDER PROPOSAL REGARDING POLITICAL                   Shareholder  Against      For
        CONTRIBUTIONS
03      STOCKHOLDER PROPOSAL REGARDING DEATH BENEFITS              Shareholder  Against      For
04      STOCKHOLDER PROPOSAL REGARDING CORPORATE                   Shareholder  Against      For
        EXECUTIVE BONUS PLAN


- --------------------------------------------------------------------------------
THE WASHINGTON POST COMPANY

SECURITY        939640108           MEETING TYPE   Annual
TICKER SYMBOL   WPO                 MEETING DATE   14-May-2009
ISIN            US9396401088        AGENDA         933024743 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHRISTOPHER C. DAVIS                                               For          For
        2    JOHN L. DOTSON JR.                                                 For          For
        3    RONALD L. OLSON                                                    For          For
02      TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S             Management   For          For
        INCENTIVE COMPENSATION PLAN.


- --------------------------------------------------------------------------------
THE DOW CHEMICAL COMPANY

SECURITY        260543103           MEETING TYPE   Annual
TICKER SYMBOL   DOW                 MEETING DATE   14-May-2009
ISIN            US2605431038        AGENDA         933026076 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG                   Management   For          For
1B      ELECTION OF DIRECTOR: JACQUELINE K. BARTON                 Management   For          For
1C      ELECTION OF DIRECTOR: JAMES A. BELL                        Management   For          For
1D      ELECTION OF DIRECTOR: JEFF M. FETTIG                       Management   For          For
1E      ELECTION OF DIRECTOR: BARBARA H. FRANKLIN                  Management   For          For
1F      ELECTION OF DIRECTOR: JOHN B. HESS                         Management   For          For
1G      ELECTION OF DIRECTOR: ANDREW N. LIVERIS                    Management   For          For
1H      ELECTION OF DIRECTOR: GEOFFERY E. MERSZEI                  Management   For          For
1I      ELECTION OF DIRECTOR: DENNIS H. REILLEY                    Management   For          For
1J      ELECTION OF DIRECTOR: JAMES M. RINGLER                     Management   For          For
1K      ELECTION OF DIRECTOR: RUTH G. SHAW                         Management   For          For
1L      ELECTION OF DIRECTOR: PAUL G. STERN                        Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF THE                     Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03      STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING                  Shareholder  Against      For
04      STOCKHOLDER PROPOSAL ON SPECIAL MEETINGS                   Shareholder  Against      For
05      STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK                    Shareholder  Against      For
        RETENTION
06      STOCKHOLDER PROPOSAL ON SAY ON EXECUTIVE PAY               Shareholder  Against      For
07      STOCKHOLDER PROPOSAL ON ENVIRONMENTAL                      Shareholder  Against      For
        REMEDIATION IN THE MIDLAND AREA




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                91


- --------------------------------------------------------------------------------
LSI CORPORATION

SECURITY        502161102           MEETING TYPE   Annual
TICKER SYMBOL   LSI                 MEETING DATE   14-May-2009
ISIN            US5021611026        AGENDA         933027775 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CHARLES A. HAGGERTY                  Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD S. HILL                      Management   For          For
1C      ELECTION OF DIRECTOR: JOHN H.F. MINER                      Management   For          For
1D      ELECTION OF DIRECTOR: ARUN NETRAVALI                       Management   For          For
1E      ELECTION OF DIRECTOR: MATTHEW J. O'ROURKE                  Management   For          For
1F      ELECTION OF DIRECTOR: GREGORIO REYES                       Management   For          For
1G      ELECTION OF DIRECTOR: MICHAEL G. STRACHAN                  Management   For          For
1H      ELECTION OF DIRECTOR: ABHIJIT Y. TALWALKAR                 Management   For          For
1I      ELECTION OF DIRECTOR: SUSAN M. WHITNEY                     Management   For          For
02      TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF OUR           Management   For          For
        INDEPENDENT AUDITORS FOR 2009.
03      TO APPROVE OUR AMENDED INCENTIVE PLAN.                     Management   For          For


- --------------------------------------------------------------------------------
HOSPIRA, INC.

SECURITY        441060100           MEETING TYPE   Annual
TICKER SYMBOL   HSP                 MEETING DATE   14-May-2009
ISIN            US4410601003        AGENDA         933028587 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHRISTOPHER B. BEGLEY**                                            For          For
        2    BARBARA L. BOWLES**                                                For          For
        3    ROGER W. HALE**                                                    For          For
        4    JOHN C. STALEY**                                                   For          For
        5    HEINO VON PRONDZYNSKI*                                             For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &           Management   For          For
        TOUCHE LLP AS AUDITORS FOR HOSPIRA FOR 2009.
03      PROPOSAL TO APPROVE AMENDMENTS TO THE HOSPIRA              Management   Against      Against
        2004 LONG-TERM STOCK INCENTIVE PLAN.


- --------------------------------------------------------------------------------
UNILEVER N.V.

SECURITY        904784709           MEETING TYPE   Annual
TICKER SYMBOL   UN                  MEETING DATE   14-May-2009
ISIN            US9047847093        AGENDA         933030429 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
02      TO ADOPT THE ANNUAL ACCOUNTS AND APPROPRIATION             Management   For          For
        OF THE PROFIT FOR THE 2008 FINANCIAL YEAR.
03      TO DISCHARGE THE EXECUTIVE DIRECTORS IN OFFICE             Management   For          For
        DURING THE 2008 FINANCIAL YEAR FOR THE FULFILMENT
        OF THEIR TASKS.
04      TO DISCHARGE THE NON-EXECUTIVE DIRECTORS IN                Management   For          For
        OFFICE DURING THE 2008 FINANCIAL YEAR FOR THE
        FULFILMENT OF THEIR TASKS.
05      TO RE-APPOINT MR J A LAWRENCE AS AN EXECUTIVE              Management   For          For
        DIRECTOR.
06      TO RE-APPOINT MR P G J M POLMAN AS AN EXECUTIVE            Management   For          For
        DIRECTOR.
07      TO RE-APPOINT THE RT HON THE LORD BRITTAN OF               Management   For          For
        SPENNITHORNE QC, DL AS A NON-EXECUTIVE DIRECTOR.
08      TO RE-APPOINT PROFESSOR W DIK AS A NON-EXECUTIVE           Management   For          For
        DIRECTOR.
09      TO RE-APPOINT MR C E GOLDEN AS A NON-EXECUTIVE             Management   For          For
        DIRECTOR.
10      TO RE-APPOINT DR B E GROTE AS A NON-EXECUTIVE              Management   For          For
        DIRECTOR.
11      TO RE-APPOINT MR N MURTHY AS A NON-EXECUTIVE               Management   For          For
        DIRECTOR.
12      TO RE-APPOINT MS H NYASULU AS A NON-EXECUTIVE              Management   For          For
        DIRECTOR.
13      TO RE-APPOINT MR K J STORM AS A NON-EXECUTIVE              Management   For          For
        DIRECTOR.
14      TO RE-APPOINT MR M TRESCHOW AS A NON-EXECUTIVE             Management   For          For
        DIRECTOR.
15      TO RE-APPOINT MR J VAN DER VEER AS A NON-EXECUTIVE         Management   For          For
        DIRECTOR.
16      TO APPOINT PROFESSOR L O FRESCO AS A NON-                  Management   For          For
        EXECUTIVE DIRECTOR.
17      TO APPOINT MS A M FUDGE AS A NON-EXECUTIVE                 Management   For          For
        DIRECTOR.
18      TO APPOINT MR P WALSH AS A NON-EXECUTIVE                   Management   For          For
        DIRECTOR.
19      TO APPOINT PRICEWATERHOUSECOOPERS                          Management   For          For
        ACCOUNTANTS N.V. AS AUDITORS FOR THE 2009
        FINANCIAL YEAR.
20      TO DESIGNATE THE BOARD OF DIRECTORS AS THE                 Management   For          For
        COMPANY BODY AUTHORISED TO ISSUE SHARES IN THE
        COMPANY.
21      TO AUTHORISE THE BOARD OF DIRECTORS TO PURCHASE            Management   For          For
        SHARES AND DEPOSITARY RECEIPTS IN THE COMPANY.
22      TO REDUCE THE CAPITAL THROUGH CANCELLATION OF              Management   For          For
        SHARES.
23A     VOTING ITEM FOR ALL SHAREHOLDERS AND HOLDERS OF            Management   For          For
        DEPOSITARY RECEIPTS IRRESPECTIVE OF CLASS OF
        SHARES HELD: MOVE TO QUARTERLY DIVIDENDS. TO
        ALTER THE EQUALISATION AGREEMENT AND THE
        ARTICLES OF ASSOCIATION.
23B     VOTING ITEM ONLY FOR HOLDERS OF ORDINARY SHARES            Management   For          For
        AND DEPOSITARY RECEIPTS THEREOF: MOVE TO
        QUARTERLY DIVIDENDS. TO APPROVE TO ALTER THE
        EQUALISATION AGREEMENT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                92


- --------------------------------------------------------------------------------
FLOWSERVE CORPORATION

SECURITY        34354P105           MEETING TYPE   Annual
TICKER SYMBOL   FLS                 MEETING DATE   14-May-2009
ISIN            US34354P1057        AGENDA         933047462 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROGER L. FIX                                                       For          For
        2    LEWIS M. KLING                                                     For          For
        3    JAMES O. ROLLANS                                                   For          For
02      APPROVE THE ADOPTION OF THE FLOWSERVE                      Management   For          For
        CORPORATION EQUITY AND INCENTIVE COMPENSATION
        PLAN.
03      RATIFY THE APPOINTMENT OF                                  Management   For          For
        PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
        COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
THE STUDENT LOAN CORPORATION

SECURITY        863902102           MEETING TYPE   Annual
TICKER SYMBOL   STU                 MEETING DATE   14-May-2009
ISIN            US8639021026        AGENDA         933047676 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: VIKRAM A. ATAL                       Management   For          For
1B      ELECTION OF DIRECTOR: EVELYN E. HANDLER                    Management   For          For
1C      ELECTION OF DIRECTOR: LORETTA MOSEMAN                      Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS          Management   For          For
        THE COMPANY'S INDEPENDENT AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
REPSOL YPF, S.A.

SECURITY        76026T205           MEETING TYPE   Annual
TICKER SYMBOL   REP                 MEETING DATE   14-May-2009
ISIN            US76026T2050        AGENDA         933052362 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND            Management   For          For
        THE MANAGEMENT REPORT OF REPSOL YPF, S.A.
2A      RE-ELECTION AS DIRECTOR OF MR. LUIS SUAREZ DE LEZO         Management   For          For
        MANTILLA
2B      APPOINTMENT AS DIRECTOR OF MRS. MARIA ISABEL               Management   For          For
        GABARRO MIQUEL
03      APPOINTMENT OF THE ACCOUNTS AUDITOR OF REPSOL              Management   For          For
        YPF, S.A. AND OF ITS CONSOLIDATED GROUP.
04      AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE            Management   For          For
        DERIVATIVE ACQUISITION OF SHARES OF REPSOL YPF,
        S.A.
05      DELEGATION TO BOARD OF DIRECTORS OF POWER TO               Management   For          For
        ISSUE DEBENTURES, BONDS AND ANY OTHER FIXED RATE
        SECURITIES OF ANALOGOUS NATURE.
06      DELEGATION OF POWERS TO SUPPLEMENT, DEVELOP,               Management   For          For
        EXECUTE, RECTIFY AND FORMALIZE THE RESOLUTIONS
        ADOPTED BY THE GENERAL SHAREHOLDERS' MEETING.
07      AMENDMENTS OR NEW RESOLUTIONS PROPOSED AT THE              Management   For          For
        MEETING.


- --------------------------------------------------------------------------------
CADBURY PLC

SECURITY        12721E102           MEETING TYPE   Annual
TICKER SYMBOL   CBY                 MEETING DATE   14-May-2009
ISIN            US12721E1029        AGENDA         933053679 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
O1      TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND THE           Management   For          For
        DIRECTORS' AND AUDITORS' REPORTS.
O2      TO DECLARE AND APPROVE THE FINAL DIVIDEND.                 Management   For          For
O3      TO APPROVE THE DIRECTORS' REMUNERATION REPORT.             Management   For          For
O4      TO RE-ELECT ROGER CARR AS A DIRECTOR.                      Management   For          For
O5      TO RE-ELECT TODD STITZER AS A DIRECTOR.                    Management   For          For
O6      TO ELECT BARONESS HOGG AS A DIRECTOR.                      Management   For          For
O7      TO ELECT COLIN DAY AS A DIRECTOR.                          Management   For          For
O8      TO ELECT ANDREW BONFIELD AS A DIRECTOR.                    Management   For          For
O9      TO RE-APPOINT DELOITTE LLP AS AUDITORS.                    Management   For          For
O10     TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS'            Management   For          For
        FEES.
O11     TO AUTHORISE THE DIRECTORS TO MAKE POLITICAL               Management   For          For
        DONATIONS AND TO INCUR POLITICAL EXPENDITURE.
O12     TO AUTHORISE THE DIRECTORS TO ALLOT FURTHER                Management   For          For
        SHARES.
S13     TO DISAPPLY PRE-EMPTION RIGHTS.                            Management   For          For
S14     TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN               Management   For          For
        SHARES.
S15     TO AUTHORIZE THE CONVENING OF A GENERAL MEETING,           Management   For          For
        OTHER THAN AN ANNUAL GENERAL MEETING, ON NOT
        LESS THAN 14 DAYS' NOTICE.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                93


- --------------------------------------------------------------------------------
UTS ENERGY CORPORATION

SECURITY        903396109           MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   UEYCF               MEETING DATE   14-May-2009
ISIN            CA9033961090        AGENDA         933054835 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ON THE ORDINARY RESOLUTION ELECTING THE                    Management   For          For
        DIRECTORS AS SET FORTH IN THE MANAGEMENT PROXY
        CIRCULAR OF THE COMPANY DATED APRIL 7, 2009 (THE
        "MANAGEMENT PROXY CIRCULAR"):
02      ON THE ORDINARY RESOLUTION APPOINTING KPMG LLP,            Management   For          For
        CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
        COMPANY AT SUCH REMUNERATION AS MAY BE
        APPROVED BY THE DIRECTORS OF THE COMPANY:
03      ON THE ORDINARY RESOLUTION RATIFYING AND                   Management   For          For
        APPROVING CERTAIN AMENDMENTS TO THE DEFERRED
        SHARE UNIT PLAN OF THE COMPANY AS DESCRIBED IN
        THE MANAGEMENT PROXY CIRCULAR.


- --------------------------------------------------------------------------------
LADBROKES PLC

SECURITY        G5337D107           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   LDBKF.PK            MEETING DATE   15-May-2009
ISIN            GB00B0ZSH635        AGENDA         701843977 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Receive and adopt the reports of the Directors and the     Management   For          For
        Auditor and the accounts of the Company for the YE 31
        DEC 2008
2.      Approve to declare the final dividend of 9.05p on each     Management   For          For
        of the ordinary shares entitled thereto in respect of
        the YE 31 DEC 2008
3.      Appoint Mr. P. Erskine as a Director of the Company,       Management   For          For
        who retires in accordance with the Articles of
        Association
4.      Appoint Mr. R. J. Ames as a Director of the Company,       Management   For          For
        who retires in accordance with the Articles of
        Association
5.      Re-appoint Mr. N. M. H. Jones a Director of the            Management   For          For
        Company, who retires by rotation in accordance with the
        Articles of Association
6.      Re-appoint Mr. J. P. O'Reilly as a Director of the         Management   For          For
        Company, who retires by rotation in accordance with the
        Articles of Association
7.      Re-appoint Ernst & Young LLP as the Auditor to the         Management   For          For
        Company and authorize the Directors to agree the
        remuneration of the Auditor
8.      Receive the 2008 Directors' remuneration report            Management   For          For
9.      Authorize the Company, for the purposes of Section 366     Management   For          For
        of the Companies Act 2006 [authorizations required for
        donations or expenditure] and all Companies that are
        subsidiaries of the Company at any time during the
        period for which this resolution has effect to: (i)
        make political donations to political parties or
        independent election candidates not exceeding GBP
        50,000 in total; (ii) make political donations to
        political organizations other than political parties
        not exceeding GBP 50,000 in total; and (iii) incur
        political expenditure not exceeding GBP 50,000 in
        total, provided that the aggregate amount of any such
        donations and expenditure shall not exceed GBP 50,000
        during the period beginning with the date of the
        passing of this resolution and ending on the date of
        the AGM of the Company to be held in 2010 or, if
        earlier, on 30 JUN 2010; for the purpose of this
        resolution the terms "political donations",
        "independent election candidates", "political
        organizations" and "political expenditure" have the
        meanings set out in Sections 363 to 365 of the
        Companies Act 2006
S.10    Authorize the Company to make market purchases [Section    Management   For          For
        163 of the Companies Act 1985] of up to 60,063,870
        ordinary shares of 28 1/3p each of the Company, at a
        minimum price which may be paid for the ordinary share
        28 1/3p per share and the maximum price which may be
        paid for an ordinary share is an amount equal to 105%
        of the average of the middle market quotations for an
        ordinary share derived from the London Stock Exchange
        Daily Official List, over the previous 5 business days;
        [Authority expires at earlier of the conclusion of the
        AGM of the Company to be held 2010 or 30 JUN 2010]; and
        the Company may make a contract to purchase shares
        after the expiry of this authority in pursuance of such
        an offer or agreement made prior to such expiry
11.     Approve to increase the share capital of the Company by    Management   For          For
        GBP 34,000,000 from GBP 253,000,000 to GBP 287,000,000
        by the creation of 120,000,000 additional new ordinary
        shares of 28 1/3p each in the capital of the Company
12.     Authorize the Directors, in substitution for any           Management   For          For
        existing authority and for the purpose of Section 80 of
        the Companies Act 1985, to allot relevant securities
        [with in the meaning of that Section] up to an
        aggregate nominal amount of GBP 56,776,939; [Authority
        expires earlier of the conclusion of the AGM of the
        Company held in 2010 or on 30 JUN 2010]; and the
        Directors may allot relevant securities after the
        expiry of this authority in pursuance of such an offer
        or agreement made prior to such expiry




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                94



                                                                                 
S.13    Authorize the Directors, to allot equity securities        Management   For          For
        [Section 94 of the Companies Act 1985[the Act]]
        pursuant to the authority for the purposes of Section
        80 of the Act conferred by the ordinary resolution set
        out as Resolution No.12 at the notice of 2009 AGM of
        the Company and passed at the 2009 AGM of the Company
        and to sell equity securities which immediately before
        the sale are held by the Company as treasury
        shares[Section 162A of the Act] in each case,
        disapplying the statutory pre-emption rights [Section
        89(1) of the Act], provided that this power is limited
        to: a) the allotment or sale of equity securities up to
        an aggregate nominal amount of GBP 8,509,048; b) the
        allotment or sale of equity securities up to an
        aggregate nominal amount of GBP 56,776,939 in
        connection with a rights issue or other issue in favor
        of ordinary shareholders; [Authority expires the
        earlier of the conclusion of the AGM of the Company to
        be held in 2010 or 30 JUN 2010]; and the Directors may
        allot equity securities after the expiry of this
        authority in pursuance of such an offer or agreement
        made prior to such expiry
S.14    Authorize the Directors of the Company, in addition to     Management   For          For
        the authority conferred on the Directors by Resolution
        12 as set out in the Notice of the 2009 AGM of the
        Company: (a) authorized for the purposes of Section 80
        of the Companies Act 1985 (the Act) to allot relevant
        securities [within the meaning of that section] up to
        an aggregate nominal amount of GBP 56,776,939 in
        connection with a rights issue; and (b) empowered to
        allot equity securities [as defined by section 94 of
        the Act] pursuant to the authority for the purposes of
        section 80 of the Act conferred by this resolution and
        to sell equity securities which immediately before the
        sale are held by the Company as treasury shares [as
        defined in section 162A of the Act] in each case as if
        section 89(1) of the Act did not apply to such
        allotment or sale provided that this power shall be
        limited to the issue of equity securities in connection
        with a rights issue, [Authority shall expire at the
        conclusion of the AGM of the Company to be held in 2010
        or if earlier, on 30 JUN 2010] save that the Company
        may before the expiry of this authority make an offer
        or agreement which would or might require relevant
        securities of the company to be allotted after its
        expiry and the Directors may allot relevant securities
        pursuant to such an offer or agreement as if the
        authority in this resolution had not expired
15.     Approve the term of the Ladbrokes plc international        Management   For          For
        Share Option Scheme be extended for a further 10 years
        until 2019 and authorize the Directors of the Company
        to do all acts and things necessary to put the
        extension of the scheme into effect
S.16    Approve to cancel the share premium account of the         Management   For          For
        Company


- --------------------------------------------------------------------------------
PACTIV CORP.

SECURITY        695257105           MEETING TYPE   Annual
TICKER SYMBOL   PTV                 MEETING DATE   15-May-2009
ISIN            US6952571056        AGENDA         933030950 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LARRY D. BRADY                       Management   For          For
1B      ELECTION OF DIRECTOR: K. DANE BROOKSHER                    Management   For          For
1C      ELECTION OF DIRECTOR: ROBERT J. DARNALL                    Management   For          For
1D      ELECTION OF DIRECTOR: MARY R. (NINA) HENDERSON             Management   For          For
1E      ELECTION OF DIRECTOR: N. THOMAS LINEBARGER                 Management   For          For
1F      ELECTION OF DIRECTOR: ROGER B. PORTER                      Management   For          For
1G      ELECTION OF DIRECTOR: RICHARD L. WAMBOLD                   Management   For          For
1H      ELECTION OF DIRECTOR: NORMAN H. WESLEY                     Management   For          For
02      RATIFY THE SELECTION OF ERNST & YOUNG LLP AS               Management   For          For
        INDEPENDENT PUBLIC ACCOUNTANTS


- --------------------------------------------------------------------------------
MACY'S INC.

SECURITY        55616P104           MEETING TYPE   Annual
TICKER SYMBOL   M                   MEETING DATE   15-May-2009
ISIN            US55616P1049        AGENDA         933048515 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    STEPHEN F. BOLLENBACH                                              For          For
        2    DEIRDRE P. CONNELLY                                                For          For
        3    MEYER FELDBERG                                                     For          For
        4    SARA LEVINSON                                                      For          For
        5    TERRY J. LUNDGREN                                                  For          For
        6    JOSEPH NEUBAUER                                                    For          For
        7    JOSEPH A. PICHLER                                                  For          For
        8    JOYCE M. ROCHE                                                     For          For
        9    KARL M. VON DER HEYDEN                                             For          For
        10   CRAIG E. WEATHERUP                                                 For          For
        11   MARNA C. WHITTINGTON                                               For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS MACY'S            Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE FISCAL YEAR ENDING JANUARY 30, 2010.
03      TO APPROVE THE MACY'S, INC. 2009 OMNIBUS INCENTIVE         Management   Against      Against
        COMPENSATION PLAN.
04      TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING               Shareholder  Against      For
        SIMPLE MAJORITY VOTE, IF PROPERLY PRESENTED AT THE
        MEETING.
05      TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING               Shareholder  Against      For
        RETENTION OF EQUITY COMPENSATION, IF PROPERLY
        PRESENTED AT THE MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                95


- --------------------------------------------------------------------------------
TRANSOCEAN, LTD.

SECURITY        H8817H100           MEETING TYPE   Annual
TICKER SYMBOL   RIG                 MEETING DATE   15-May-2009
ISIN            CH0048265513        AGENDA         933053198 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE 2008 ANNUAL REPORT, THE                    Management   For          For
        CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
        LTD. FOR FISCAL YEAR 2008 AND THE STATUTORY
        FINANCIAL STATEMENTS OF TRANSOCEAN LTD.
02      DISCHARGE OF THE MEMBERS OF THE BOARD OF                   Management   For          For
        DIRECTORS AND THE EXECUTIVE OFFICERS FOR FISCAL
        YEAR 2008
03      APPROPRIATION OF THE AVAILABLE RETAINED EARNINGS           Management   For          For
        WITHOUT PAYMENT OF A DIVIDEND TO SHAREHOLDERS
        FOR FISCAL YEAR 2008 AND RELEASE OF CHF 3.5 BILLION
        OF LEGAL RESERVES TO OTHER RESERVES.
04      AUTHORIZATION OF A SHARE REPURCHASE PROGRAM                Management   For          For
05      APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF                Management   For          For
        TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
        RESTATED EFFECTIVE AS OF 2/12/09
6A      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: W. RICHARD ANDERSON
6B      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: RICHARD L. GEORGE
6C      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: ROBERT L. LONG
6D      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: EDWARD R. MULLER
6E      REELECTION OF CLASS III DIRECTOR FOR A TWO-YEAR            Management   For          For
        TERM: VICTOR E. GRIJALVA
07      APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN             Management   For          For
        LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR FISCAL YEAR 2009 AND REELECTION OF ERNST
        & YOUNG LTD., ZURICH, AS TRANSOCEAN LTD.'S AUDITOR
        PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR A
        FURTHER ONE-YEAR TERM


- --------------------------------------------------------------------------------
TOTAL S.A.

SECURITY        89151E109           MEETING TYPE   Annual
TICKER SYMBOL   TOT                 MEETING DATE   15-May-2009
ISIN            US89151E1091        AGENDA         933065193 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
O1      APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS            Management   For          For
O2      APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS              Management   For          For
O3      ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND            Management   For          For
O4      AGREEMENTS COVERED BY ARTICLE L. 225-38 OF THE             Management   For          For
        FRENCH COMMERCIAL CODE
O5      COMMITMENTS UNDER ARTICLE L. 225-42-1 OF THE               Management   For          For
        FRENCH COMMERCIAL CODE CONCERNING MR. THIERRY
        DESMAREST
O6      COMMITMENTS UNDER ARTICLE L. 225-42-1 OF THE               Management   For          For
        FRENCH COMMERCIAL CODE CONCERNING MR.
        CHRISTOPHE DE MARGERIE
O7      AUTHORIZATION FOR THE BOARD OF DIRECTORS TO                Management   For          For
        TRADE SHARES OF THE COMPANY
O8      RENEWAL OF THE APPOINTMENT OF MRS. ANNE                    Management   For          For
        LAUVERGEON AS A DIRECTOR
O9      RENEWAL OF THE APPOINTMENT OF MR. DANIEL BOUTON            Management   For          For
        AS A DIRECTOR
O10     RENEWAL OF THE APPOINTMENT OF MR. BERTRAND                 Management   For          For
        COLLOMB AS A DIRECTOR
O11     RENEWAL OF THE APPOINTMENT OF MR. CHRISTOPHE DE            Management   For          For
        MARGERIE AS A DIRECTOR
O12     RENEWAL OF THE APPOINTMENT OF MR. MICHEL                   Management   For          For
        PEBEREAU AS A DIRECTOR
O13     APPOINTMENT OF MR. PATRICK ARTUS AS A DIRECTOR             Management   For          For
E14     AMENDMENT TO ARTICLE 12 OF THE COMPANY'S ARTICLES          Management   For          For
        OF ASSOCIATION REGARDING THE LIMIT ON THE AGE OF
        THE CHAIRMAN OF THE BOARD
A       AMENDMENT TO THE COMPANY'S ARTICLES OF                     Management   For          Against
        ASSOCIATION WITH THE INTENT OF DISCLOSING
        INDIVIDUAL ALLOCATIONS OF STOCK OPTIONS AND
        RESTRICTED SHARES AS PROVIDED BY LAW
B       FOR THE PURPOSE OF AMENDING TO THE ARTICLES OF             Management   For          Against
        ASSOCIATION REGARDING A NEW PROCEDURE FOR
        SELECTING A SHAREHOLDER-EMPLOYEE AS BOARD
        MEMBER WITH A VIEW TO IMPROVING HIS OR HER
        REPRESENTATION AND INDEPENDENCE
C       AUTHORIZATION TO GRANT RESTRICTED SHARES OF THE            Management   For          Against
        COMPANY TO ALL EMPLOYEES OF THE GROUP




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                96


- --------------------------------------------------------------------------------
TRANSOCEAN, LTD.

SECURITY        H8817H100           MEETING TYPE   Annual
TICKER SYMBOL   RIG                 MEETING DATE   15-May-2009
ISIN            CH0048265513        AGENDA         933083759 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE 2008 ANNUAL REPORT, THE                    Management   For          For
        CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
        LTD. FOR FISCAL YEAR 2008 AND THE STATUTORY
        FINANCIAL STATEMENTS OF TRANSOCEAN LTD.
02      DISCHARGE OF THE MEMBERS OF THE BOARD OF                   Management   For          For
        DIRECTORS AND THE EXECUTIVE OFFICERS FOR FISCAL
        YEAR 2008
03      APPROPRIATION OF THE AVAILABLE RETAINED EARNINGS           Management   For          For
        WITHOUT PAYMENT OF A DIVIDEND TO SHAREHOLDERS
        FOR FISCAL YEAR 2008 AND RELEASE OF CHF 3.5 BILLION
        OF LEGAL RESERVES TO OTHER RESERVES.
04      AUTHORIZATION OF A SHARE REPURCHASE PROGRAM                Management   For          For
05      APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF                Management   For          For
        TRANSOCEAN LTD. IN THE FORM AS AMENDED AND
        RESTATED EFFECTIVE AS OF 2/12/09
6A      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: W. RICHARD ANDERSON
6B      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: RICHARD L. GEORGE
6C      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: ROBERT L. LONG
6D      REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR            Management   For          For
        TERM: EDWARD R. MULLER
6E      REELECTION OF CLASS III DIRECTOR FOR A TWO-YEAR            Management   For          For
        TERM: VICTOR E. GRIJALVA
07      APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN             Management   For          For
        LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR FISCAL YEAR 2009 AND REELECTION OF ERNST
        & YOUNG LTD., ZURICH, AS TRANSOCEAN LTD.'S AUDITOR
        PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR A
        FURTHER ONE-YEAR TERM


- --------------------------------------------------------------------------------
SCHERING-PLOUGH CORPORATION

SECURITY        806605101           MEETING TYPE   Annual
TICKER SYMBOL   SGP                 MEETING DATE   18-May-2009
ISIN            US8066051017        AGENDA         933071920 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    THOMAS J. COLLIGAN                                                 For          For
        2    FRED HASSAN                                                        For          For
        3    C. ROBERT KIDDER                                                   For          For
        4    EUGENE R. MCGRATH                                                  For          For
        5    ANTONIO M. PEREZ                                                   For          For
        6    PATRICIA F. RUSSO                                                  For          For
        7    JACK L. STAHL                                                      For          For
        8    CRAIG B. THOMPSON, M.D.                                            For          For
        9    KATHRYN C. TURNER                                                  For          For
        10   ROBERT F.W. VAN OORDT                                              For          For
        11   ARTHUR F. WEINBACH                                                 For          For
02      RATIFY THE DESIGNATION OF DELOITTE & TOUCHE LLP AS         Management   For          For
        AUDITOR FOR 2009.
03      SHAREHOLDER PROPOSAL RE CUMULATIVE VOTING.                 Shareholder  Against      For
04      SHAREHOLDER PROPOSAL RE CALLING SPECIAL MEETING.           Shareholder  Against      For


- --------------------------------------------------------------------------------
ALTRIA GROUP, INC.

SECURITY        02209S103           MEETING TYPE   Annual
TICKER SYMBOL   MO                  MEETING DATE   19-May-2009
ISIN            US02209S1033        AGENDA         933037170 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ELIZABETH E. BAILEY                  Management   For          For
1B      ELECTION OF DIRECTOR: GERALD L. BALILES                    Management   For          For
1C      ELECTION OF DIRECTOR: DINYAR S. DEVITRE                    Management   For          For
1D      ELECTION OF DIRECTOR: THOMAS F. FARRELL II                 Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY                 Management   For          For
1F      ELECTION OF DIRECTOR: THOMAS W. JONES                      Management   For          For
1G      ELECTION OF DIRECTOR: GEORGE MUNOZ                         Management   For          For
1H      ELECTION OF DIRECTOR: NABIL Y. SAKKAB                      Management   For          For
1I      ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK                Management   For          For
02      RATIFICATION OF THE SELECTION OF INDEPENDENT               Management   For          For
        AUDITORS
03      STOCKHOLDER PROPOSAL 1 - MAKING FUTURE AND/OR              Shareholder  Against      For
        EXPANDED BRANDS NON-ADDICTIVE
04      STOCKHOLDER PROPOSAL 2 - FOOD INSECURITY AND               Shareholder  Against      For
        TOBACCO USE
05      STOCKHOLDER PROPOSAL 3 - ENDORSE HEALTH CARE               Shareholder  Against      For
        PRINCIPLES
06      STOCKHOLDER PROPOSAL 4 - CREATE HUMAN RIGHTS               Shareholder  Against      For
        PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
07      STOCKHOLDER PROPOSAL 5 - SHAREHOLDER SAY ON                Shareholder  Against      For
        EXECUTIVE PAY
08      STOCKHOLDER PROPOSAL 6 - DISCLOSURE OF POLITICAL           Shareholder  Against      For
        CONTRIBUTIONS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                97


- --------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION

SECURITY        032511107           MEETING TYPE   Annual
TICKER SYMBOL   APC                 MEETING DATE   19-May-2009
ISIN            US0325111070        AGENDA         933038374 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ROBERT J. ALLISON, JR.               Management   For          For
1B      ELECTION OF DIRECTOR: PETER J. FLUOR                       Management   For          For
1C      ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR.                 Management   For          For
1D      ELECTION OF DIRECTOR: PAULA ROSPUT REYNOLDS                Management   For          For
02      RATIFICATION OF APPOINTMENT OF KPMG LLP AS                 Management   For          For
        INDEPENDENT AUDITORS.
03      APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE              Management   For          For
        OF INCORPORATION, AS AMENDED.
04      STOCKHOLDER PROPOSAL - AMENDMENT TO NON-                   Shareholder  Against      For
        DISCRIMINATION POLICY.


- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.

SECURITY        46625H100           MEETING TYPE   Annual
TICKER SYMBOL   JPM                 MEETING DATE   19-May-2009
ISIN            US46625H1005        AGENDA         933038641 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CRANDALL C. BOWLES                   Management   For          For
1B      ELECTION OF DIRECTOR: STEPHEN B. BURKE                     Management   For          For
1C      ELECTION OF DIRECTOR: DAVID M. COTE                        Management   For          For
1D      ELECTION OF DIRECTOR: JAMES S. CROWN                       Management   For          For
1E      ELECTION OF DIRECTOR: JAMES DIMON                          Management   For          For
1F      ELECTION OF DIRECTOR: ELLEN V. FUTTER                      Management   For          For
1G      ELECTION OF DIRECTOR: WILLIAM H. GRAY, III                 Management   For          For
1H      ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.                Management   For          For
1I      ELECTION OF DIRECTOR: DAVID C. NOVAK                       Management   For          For
1J      ELECTION OF DIRECTOR: LEE R. RAYMOND                       Management   For          For
1K      ELECTION OF DIRECTOR: WILLIAM C. WELDON                    Management   For          For
02      APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC               Management   For          For
        ACCOUNTING FIRM
03      ADVISORY VOTE ON EXECUTIVE COMPENSATION                    Management   For          For
04      GOVERNMENTAL SERVICE REPORT                                Shareholder  Against      For
05      CUMULATIVE VOTING                                          Shareholder  Against      For
06      SPECIAL SHAREOWNER MEETINGS                                Shareholder  Against      For
07      CREDIT CARD LENDING PRACTICES                              Shareholder  Against      For
08      CHANGES TO KEPP                                            Shareholder  Against      For
09      SHARE RETENTION                                            Shareholder  Against      For
10      CARBON PRINCIPLES REPORT                                   Shareholder  Against      For


- --------------------------------------------------------------------------------
THE ALLSTATE CORPORATION

SECURITY        020002101           MEETING TYPE   Annual
TICKER SYMBOL   ALL                 MEETING DATE   19-May-2009
ISIN            US0200021014        AGENDA         933040153 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: F. DUANE ACKERMAN                    Management   For          For
1B      ELECTION OF DIRECTOR: ROBERT D. BEYER                      Management   For          For
1C      ELECTION OF DIRECTOR: W. JAMES FARRELL                     Management   For          For
1D      ELECTION OF DIRECTOR: JACK M. GREENBERG                    Management   For          For
1E      ELECTION OF DIRECTOR: RONALD T. LEMAY                      Management   For          For
1F      ELECTION OF DIRECTOR: H. JOHN RILEY, JR.                   Management   For          For
1G      ELECTION OF DIRECTOR: JOSHUA I. SMITH                      Management   For          For
1H      ELECTION OF DIRECTOR: JUDITH A. SPRIESER                   Management   For          For
1I      ELECTION OF DIRECTOR: MARY ALICE TAYLOR                    Management   For          For
1J      ELECTION OF DIRECTOR: THOMAS J. WILSON                     Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS ALLSTATE'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTANT FOR 2009.
03      APPROVAL OF THE MATERIAL TERMS OF THE ANNUAL               Management   For          For
        EXECUTIVE INCENTIVE PLAN.
04      APPROVAL OF THE 2009 EQUITY INCENTIVE PLAN.                Management   Against      Against
05      STOCKHOLDER PROPOSAL SEEKING THE RIGHT TO CALL             Shareholder  Against      For
        SPECIAL SHAREOWNER MEETINGS.
06      STOCKHOLDER PROPOSAL SEEKING AN ADVISORY                   Shareholder  Against      For
        RESOLUTION TO RATIFY COMPENSATION OF THE NAMED
        EXECUTIVE OFFICERS.
07      STOCKHOLDER PROPOSAL SEEKING A REPORT ON                   Shareholder  Against      For
        POLITICAL CONTRIBUTIONS AND PAYMENTS TO TRADE
        ASSOCIATIONS AND OTHER TAX EXEMPT ORGANIZATIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                98


- --------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP INC

SECURITY        26138E109           MEETING TYPE   Annual
TICKER SYMBOL   DPS                 MEETING DATE   19-May-2009
ISIN            US26138E1091        AGENDA         933040519 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: PAMELA H. PATSLEY                    Management   For          For
1B      ELECTION OF DIRECTOR: M. ANNE SZOSTAK                      Management   For          For
1C      ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN                 Management   For          For
02      TO APPROVE AND ADOPT THE MANAGEMENT INCENTIVE              Management   For          For
        PLAN RELATED TO PERFORMANCE-BASED INCENTIVE
        COMPENSATION FOR CERTAIN OF OUR EXECUTIVE
        OFFICERS.
03      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS          Management   For          For
        THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FISCAL YEAR 2009.
04      TO APPROVE AND ADOPT THE OMNIBUS STOCK INCENTIVE           Management   For          For
        PLAN OF 2009.


- --------------------------------------------------------------------------------
PNM RESOURCES, INC.

SECURITY        69349H107           MEETING TYPE   Annual
TICKER SYMBOL   PNM                 MEETING DATE   19-May-2009
ISIN            US69349H1077        AGENDA         933043084 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    ADELMO E. ARCHULETA                                                For          For
        2    JULIE A. DOBSON                                                    For          For
        3    ROBERT R. NORDHAUS                                                 For          For
        4    MANUEL T. PACHECO                                                  For          For
        5    ROBERT M. PRICE                                                    For          For
        6    BONNIE S. REITZ                                                    For          For
        7    JEFFRY E. STERBA                                                   For          For
        8    DONALD K. SCHWANZ                                                  For          For
        9    JOAN B. WOODARD                                                    For          For
2       APPROVE OF THE PNM RESOURCES, INC. SECOND                  Management   Against      Against
        AMENDED AND RESTATED OMNIBUS PERFORMANCE
        EQUITY PLAN.
3       RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS         Management   For          For
        INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
NATIONAL PRESTO INDUSTRIES, INC.

SECURITY        637215104           MEETING TYPE   Annual
TICKER SYMBOL   NPK                 MEETING DATE   19-May-2009
ISIN            US6372151042        AGENDA         933048779 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    MARYJO COHEN                                                       For          For


- --------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC

SECURITY        780259206           MEETING TYPE   Annual
TICKER SYMBOL   RDSA                MEETING DATE   19-May-2009
ISIN            US7802592060        AGENDA         933062882 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      ADOPTION OF ANNUAL REPORT & ACCOUNTS                       Management   For          For
02      APPROVAL OF REMUNERATION REPORT                            Management   For          For
03      APPOINTMENT OF SIMON HENRY AS A DIRECTOR                   Management   For          For
04      RE-APPOINTMENT OF LORD KERR OF KINLOCHARD AS A             Management   For          For
        DIRECTOR
05      RE-APPOINTMENT OF WIM KOK AS A DIRECTOR                    Management   For          For
06      RE-APPOINTMENT OF NICK LAND AS A DIRECTOR                  Management   For          For
07      RE-APPOINTMENT OF JORMA OLLILA AS A DIRECTOR               Management   For          For
08      RE-APPOINTMENT OF JEROEN VAN DER VEER AS A                 Management   For          For
        DIRECTOR
09      RE-APPOINTMENT OF HANS WIJERS AS A DIRECTOR                Management   For          For
10      RE-APPOINTMENT OF AUDITORS                                 Management   For          For
11      REMUNERATION OF AUDITORS                                   Management   For          For
12      AUTHORITY TO ALLOT SHARES                                  Management   For          For
13      DISAPPLICATION OF PRE-EMPTION RIGHTS                       Management   For          For
14      AUTHORITY TO PURCHASE OWN SHARES                           Management   For          For
15      AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE            Management   For          For
        **VOTING CUT-OFF DATE: MAY 11, 2009 AT 5:00 P.M. EDT.**




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                                99


- --------------------------------------------------------------------------------
STATOIL ASA

SECURITY        85771P102           MEETING TYPE   Annual
TICKER SYMBOL   STO                 MEETING DATE   19-May-2009
ISIN            US85771P1021        AGENDA         933075891 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
02      ELECTION OF A CHAIR OF THE MEETING                         Management   For          For
03      APPROVAL OF THE NOTICE AND THE AGENDA                      Management   For          For
04      REGISTRATION OF ATTENDING SHAREHOLDERS AND                 Management   For          For
        PROXIES
05      ELECTION OF TWO PERSONS TO CO-SIGN MINUTES WITH            Management   For          For
        CHAIR OF MEETING
06      APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS FOR             Management   For          For
        STATOILHYDRO ASA AND THE STATOILHYDRO GROUP FOR
        2008, INCLUDING THE BOARD OF DIRECTORS' PROPOSAL
        FOR THE DISTRIBUTION OF THE DIVIDEND
07      APPROVAL OF REMUNERATION FOR THE COMPANY'S                 Management   For          For
        AUDITOR
08      ELECTION OF ONE DEPUTY MEMBER TO THE CORPORATE             Management   For          For
        ASSEMBLY
09      STATEMENT ON STIPULATION OF SALARY AND OTHER               Management   For          For
        REMUNERATION FOR EXECUTIVE MANAGEMENT
10      AUTHORISATION TO ACQUIRE STATOILHYDRO SHARES IN            Management   For          For
        MARKET IN ORDER TO CONTINUE IMPLEMENTATION OF
        SHARE SAVING PLAN FOR EMPLOYEES
11      AMENDMENT OF THE ARTICLES OF ASSOCIATION                   Management   For          For
12      SHAREHOLDER PROPOSED THAT RESOLUTION BE                    Shareholder  Against      For
        ADOPTED: "STATOILHYDRO SHALL WITHDRAW FROM TAR
        SANDS ACTIVITIES IN CANADA"


- --------------------------------------------------------------------------------
BERU AG, LUDWIGSBURG

SECURITY        D1015D108           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   BRUXF.PK            MEETING DATE   20-May-2009
ISIN            DE0005072102        AGENDA         701891485 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        AS A CONDITION OF VOTING, GERMAN MARKET                    Non-Voting
        REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
        YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
        THIS COMPANY. SHOULD EI-THER BE THE CASE, PLEASE
        CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO
        THAT WE-MAY LODGE YOUR INSTRUCTIONS
        ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR-
        PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL.
        THANK YOU
        PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS             Non-Voting
        MEETING IS 29 APR 2009, WHEREAS-THE MEETING HAS
        BEEN SETUP USING THE ACTUAL RECORD DATE - 1
        BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL
        POSITIONS RERTED ARE IN CONCURRENCE WITH THE
        GERM-AN LAW. THANK YOU
1.      Presentation of the financial statements and               Non-Voting
        annual report for the 2008 FY wit-h the report
        of the Supervisory Board, the Group financial
        statements and annu-al report, and the report
        pursuant to sections 289[4] and 315[4] of the
        German-Commercial Code
2.      Ratification of the Acts of the Board of                   Management   For          For
        Managing Directors
3.      Ratification of the Acts of the Supervisory Board          Management   For          For
4.      Appoint the Auditors for the 2009 FY:                      Management   For          For
        PricewaterhouseCoopers AG, Stuttgart
5.      Resolution on the transfer of all shares of the            Management   For          For
        Company held by its minority shareholders to
        Borgwarner Germany Gmbh, which holds
        approximately 96.86% of the Companys share
        capital, against cash compensation of EUR 73.39
        per share
6.      Resolution on the non-disclosure of the                    Management   For          For
        information required pursuant to Sections 285[1]
        Number 9a) and 314[1] Number 6a) of the German
        Commercial Code, for a period of 5 years
7.      Amendments to the Articles of Association in               Management   For          For
        connection with the shareholder rights directive
        implementation law [ARUG] Section 11 shall be
        amended to reflect that registration for the
        shareholders, meeting and the related proof of
        shareholding must be submitted to the comp any
        in textual or written form before the statutory
        deadline
8.1     Elections to the Supervisory Board - Mr. Ulrich            Management   For          For
        Woehr
8.2     Elections to the Supervisory Board - Mr. Robin             Management   For          For
        J. Adams
8.3     Elections to the Supervisory Board - Mr. Anthony           Management   For          For
        D. Hensel
8.4     Elections to the Supervisory Board - Mr. Alfred            Management   For          For
        Weber


- --------------------------------------------------------------------------------
INTEL CORPORATION

SECURITY        458140100           MEETING TYPE   Annual
TICKER SYMBOL   INTC                MEETING DATE   20-May-2009
ISIN            US4581401001        AGENDA         933030897 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY                  Management   For          For
1B      ELECTION OF DIRECTOR: SUSAN L. DECKER                      Management   For          For
1C      ELECTION OF DIRECTOR: JOHN J. DONAHOE                      Management   For          For
1D      ELECTION OF DIRECTOR: REED E. HUNDT                        Management   For          For
1E      ELECTION OF DIRECTOR: PAUL S. OTELLINI                     Management   For          For
1F      ELECTION OF DIRECTOR: JAMES D. PLUMMER                     Management   For          For
1G      ELECTION OF DIRECTOR: DAVID S. POTTRUCK                    Management   For          For
1H      ELECTION OF DIRECTOR: JANE E. SHAW                         Management   For          For
1I      ELECTION OF DIRECTOR: JOHN L. THORNTON                     Management   For          For
1J      ELECTION OF DIRECTOR: FRANK D. YEARY                       Management   For          For
1K      ELECTION OF DIRECTOR: DAVID B. YOFFIE                      Management   For          For
02      RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS          Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR THE CURRENT YEAR
03      AMENDMENT AND EXTENSION OF THE 2006 EQUITY                 Management   Against      Against
        INCENTIVE PLAN
04      APPROVAL OF AN EMPLOYEE STOCK OPTION EXCHANGE              Management   Against      Against
        PROGRAM
05      ADVISORY VOTE ON EXECUTIVE COMPENSATION                    Management   For          For
06      STOCKHOLDER PROPOSAL: CUMULATIVE VOTING                    Shareholder  Against      For
07      STOCKHOLDER PROPOSAL: HUMAN RIGHT TO WATER                 Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               100


- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC

SECURITY        37733W105           MEETING TYPE   Annual
TICKER SYMBOL   GSK                 MEETING DATE   20-May-2009
ISIN            US37733W1053        AGENDA         933032334 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
O1      TO RECEIVE AND ADOPT THE DIRECTORS' REPORT AND             Management   For          For
        THE FINANCIAL STATEMENTS
O2      TO APPROVE THE REMUNERATION REPORT                         Management   For          For
O3      TO ELECT MR JAMES MURDOCH AS A DIRECTOR                    Management   For          For
O4      TO RE-ELECT MR LARRY CULP AS A DIRECTOR                    Management   For          For
O5      TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR                Management   For          For
O6      TO RE-ELECT DR MONCEF SLAOUI AS A DIRECTOR                 Management   For          For
O7      TO RE-ELECT MR TOM DE SWAAN AS A DIRECTOR                  Management   For          For
O8      RE-APPOINTMENT OF AUDITORS                                 Management   For          For
O9      REMUNERATION OF AUDITORS                                   Management   For          For
S10     TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO           Management   For          For
        MAKE DONATIONS TO POLITICAL ORGANISATIONS AND
        INCUR POLITICAL EXPENDITURE
S11     AUTHORITY TO ALLOT SHARES                                  Management   For          For
S12     DISAPPLICATION OF PRE-EMPTION RIGHTS (SPECIAL              Management   For          For
        RESOLUTION)
S13     AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN              Management   For          For
        SHARES (SPECIAL RESOLUTION)
S14     EXEMPTION FROM STATEMENT OF SENIOR STATUTORY               Management   For          For
        AUDITOR'S NAME
S15     REDUCED NOTICE OF A GENERAL MEETING OTHER THAN             Management   For          For
        AN AGM (SPECIAL RESOLUTION)
S16     ADOPTION OF THE GLAXOSMITHKLINE ("GSK") 2009               Management   For          For
        PERFORMANCE SHARE PLAN
S17     ADOPTION OF THE GSK 2009 SHARE OPTION PLAN                 Management   For          For
S18     ADOPTION OF THE GSK 2009 DEFERRED ANNUAL BONUS             Management   For          For
        PLAN


- --------------------------------------------------------------------------------
KRAFT FOODS INC.

SECURITY        50075N104           MEETING TYPE   Annual
TICKER SYMBOL   KFT                 MEETING DATE   20-May-2009
ISIN            US50075N1046        AGENDA         933033235 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF AJAY BANGA AS A DIRECTOR                       Management   For          For
1B      ELECTION OF MYRA M. HART AS A DIRECTOR                     Management   For          For
1C      ELECTION OF LOIS D. JULIBER AS A DIRECTOR                  Management   For          For
1D      ELECTION OF MARK D. KETCHUM AS A DIRECTOR                  Management   For          For
1E      ELECTION OF RICHARD A. LERNER M.D. AS A DIRECTOR           Management   For          For
1F      ELECTION OF JOHN C. POPE AS A DIRECTOR                     Management   For          For
1G      ELECTION OF FREDRIC G. REYNOLDS AS A DIRECTOR              Management   For          For
1H      ELECTION OF IRENE B. ROSENFELD AS A DIRECTOR               Management   For          For
1I      ELECTION OF DEBORAH C. WRIGHT AS A DIRECTOR                Management   For          For
IJ      ELECTION OF FRANK G. ZARB AS A DIRECTOR                    Management   For          For
02      APPROVAL OF THE AMENDED AND RESTATED 2005                  Management   Against      Against
        PERFORMANCE INCENTIVE PLAN.
03      RATIFICATION OF THE SELECTION OF                           Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        AUDITORS FOR THE FISCAL YEAR ENDING 12/31/2009.
04      SHAREHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        SHAREHOLDER MEETINGS.


- --------------------------------------------------------------------------------
HALLIBURTON COMPANY

SECURITY        406216101           MEETING TYPE   Annual
TICKER SYMBOL   HAL                 MEETING DATE   20-May-2009
ISIN            US4062161017        AGENDA         933038487 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: A.M. BENNETT                         Management   For          For
1B      ELECTION OF DIRECTOR: J.R. BOYD                            Management   For          For
1C      ELECTION OF DIRECTOR: M. CARROLL                           Management   For          For
1D      ELECTION OF DIRECTOR: S.M. GILLIS                          Management   For          For
1E      ELECTION OF DIRECTOR: J.T. HACKETT                         Management   For          For
1F      ELECTION OF DIRECTOR: D.J. LESAR                           Management   For          For
1G      ELECTION OF DIRECTOR: R.A. MALONE                          Management   For          For
1H      ELECTION OF DIRECTOR: J.L. MARTIN                          Management   For          For
1I      ELECTION OF DIRECTOR: J.A. PRECOURT                        Management   For          For
1J      ELECTION OF DIRECTOR: D.L. REED                            Management   For          For
02      PROPOSAL FOR RATIFICATION OF THE SELECTION OF              Management   For          For
        AUDITORS.
03      PROPOSAL TO AMEND AND RESTATE THE 1993 STOCK AND           Management   For          For
        INCENTIVE PLAN.
04      PROPOSAL TO AMEND AND RESTATE THE 2002 EMPLOYEE            Management   For          For
        STOCK PURCHASE PLAN.
05      PROPOSAL ON HUMAN RIGHTS POLICY.                           Shareholder  Against      For
06      PROPOSAL ON POLITICAL CONTRIBUTIONS.                       Shareholder  Against      For
07      PROPOSAL ON LOW CARBON ENERGY REPORT.                      Shareholder  Against      For
08      PROPOSAL ON ADDITIONAL COMPENSATION DISCUSSION             Shareholder  Against      For
        AND ANALYSIS DISCLOSURE.
09      PROPOSAL ON SPECIAL SHAREOWNER MEETINGS.                   Shareholder  Against      For
10      PROPOSAL ON IRAQ OPERATIONS.                               Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               101


- --------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.

SECURITY        883556102           MEETING TYPE   Annual
TICKER SYMBOL   TMO                 MEETING DATE   20-May-2009
ISIN            US8835561023        AGENDA         933042400 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JUDY C. LEWENT                                                     For          For
        2    PETER J. MANNING                                                   For          For
        3    JIM P. MANZI                                                       For          For
        4    ELAINE S. ULLIAN                                                   For          For
02      RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
MINERALS TECHNOLOGIES INC.

SECURITY        603158106           MEETING TYPE   Annual
TICKER SYMBOL   MTX                 MEETING DATE   20-May-2009
ISIN            US6031581068        AGENDA         933042791 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    KRISTINA M. JOHNSON                                                For          For
        2    MICHAEL F. PASQUALE                                                For          For
        3    JOHN T. REID                                                       For          For
2       RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.
3       RATIFICATION OF THE ADOPTION OF THE 2001 STOCK             Management   Against      Against
        AWARD AND INCENTIVE PLAN (AS AMENDED AND
        RESTATED AS OF MARCH 18, 2009) TO INCREASE THE
        NUMBER OF SHARES RESERVED AND AUTHORIZED FOR
        ISSUANCE THEREUNDER.


- --------------------------------------------------------------------------------
CORN PRODUCTS INTERNATIONAL, INC.

SECURITY        219023108           MEETING TYPE   Annual
TICKER SYMBOL   CPO                 MEETING DATE   20-May-2009
ISIN            US2190231082        AGENDA         933045165 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    LUIS ARANGUREN-TRELLEZ                                             For          For
        2    PAUL HANRAHAN                                                      For          For
        3    WILLIAM S. NORMAN                                                  For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE               Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
        THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE
        COMPANY'S OPERATIONS IN 2009.
03      TO REQUEST THE BOARD OF DIRECTORS TO ELIMINATE             Shareholder  For
        CLASSIFICATION OF THE TERMS OF THE BOARD OF
        DIRECTORS TO REQUIRE THAT ALL DIRECTORS STAND
        FOR ELECTION ANNUALLY.


- --------------------------------------------------------------------------------
NORTHROP GRUMMAN CORPORATION

SECURITY        666807102           MEETING TYPE   Annual
TICKER SYMBOL   NOC                 MEETING DATE   20-May-2009
ISIN            US6668071029        AGENDA         933066791 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LEWIS W. COLEMAN                     Management   For          For
1B      ELECTION OF DIRECTOR: THOMAS B. FARGO                      Management   For          For
1C      ELECTION OF DIRECTOR: VICTOR H. FAZIO                      Management   For          For
1D      ELECTION OF DIRECTOR: DONALD E. FELSINGER                  Management   For          For
1E      ELECTION OF DIRECTOR: STEPHEN E. FRANK                     Management   For          For
1F      ELECTION OF DIRECTOR: BRUCE S. GORDON                      Management   For          For
1G      ELECTION OF DIRECTOR: MADELEINE KLEINER                    Management   For          For
1H      ELECTION OF DIRECTOR: KARL J. KRAPEK                       Management   For          For
1I      ELECTION OF DIRECTOR: RICHARD B. MYERS                     Management   For          For
1J      ELECTION OF DIRECTOR: AULANA L. PETERS                     Management   For          For
1K      ELECTION OF DIRECTOR: KEVIN W. SHARER                      Management   For          For
1L      ELECTION OF DIRECTOR: RONALD D. SUGAR                      Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &           Management   For          For
        TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
03      STOCKHOLDER PROPOSAL REGARDING A REPORT ON                 Shareholder  Against      For
        SPACE-BASED WEAPONS.
04      STOCKHOLDER PROPOSAL REGARDING A VOTE ON                   Shareholder  Against      For
        EXECUTIVE COMPENSATION.
05      STOCKHOLDER PROPOSAL REGARDING RIGHT OF 10%                Shareholder  Against      For
        STOCKHOLDERS TO CALL A SPECIAL MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               102


- --------------------------------------------------------------------------------
ALLEGHENY ENERGY, INC.

SECURITY        017361106           MEETING TYPE   Annual
TICKER SYMBOL   AYE                 MEETING DATE   21-May-2009
ISIN            US0173611064        AGENDA         933026331 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: H. FURLONG BALDWIN                   Management   For          For
1B      ELECTION OF DIRECTOR: ELEANOR BAUM                         Management   For          For
1C      ELECTION OF DIRECTOR: PAUL J. EVANSON                      Management   For          For
1D      ELECTION OF DIRECTOR: CYRUS F. FREIDHEIM, JR.              Management   For          For
1E      ELECTION OF DIRECTOR: JULIA L. JOHNSON                     Management   For          For
1F      ELECTION OF DIRECTOR: TED J. KLEISNER                      Management   For          For
1G      ELECTION OF DIRECTOR: CHRISTOPHER D. PAPPAS                Management   For          For
1H      ELECTION OF DIRECTOR: STEVEN H. RICE                       Management   For          For
1I      ELECTION OF DIRECTOR: GUNNAR E. SARSTEN                    Management   For          For
1J      ELECTION OF DIRECTOR: MICHAEL H. SUTTON                    Management   For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &           Management   For          For
        TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
        FOR 2009.
03      PROPOSAL TO APPROVE THE ALLEGHENY ENERGY, INC.             Management   For          For
        ANNUAL INCENTIVE PLAN.
04      STOCKHOLDER PROPOSAL RELATING TO SPECIAL                   Shareholder  Against      For
        STOCKHOLDER MEETINGS.


- --------------------------------------------------------------------------------
OGE ENERGY CORP.

SECURITY        670837103           MEETING TYPE   Annual
TICKER SYMBOL   OGE                 MEETING DATE   21-May-2009
ISIN            US6708371033        AGENDA         933031558 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WAYNE BRUNETTI                                                     For          For
        2    JOHN GROENDYKE                                                     For          For
        3    ROBERT KELLEY                                                      For          For
        4    ROBERT LORENZ                                                      For          For
02      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG           Management   For          For
        LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT
        ACCOUNTANTS FOR 2009.
03      SHAREOWNER PROPOSAL TO ELIMINATE THE                       Shareholder  Against      For
        CLASSIFICATION OF THE TERMS OF THE DIRECTORS.


- --------------------------------------------------------------------------------
ONEOK, INC.

SECURITY        682680103           MEETING TYPE   Annual
TICKER SYMBOL   OKE                 MEETING DATE   21-May-2009
ISIN            US6826801036        AGENDA         933033172 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JAMES C. DAY                         Management   For          For
1B      ELECTION OF DIRECTOR: JULIE H. EDWARDS                     Management   For          For
1C      ELECTION OF DIRECTOR: WILLIAM L. FORD                      Management   For          For
1D      ELECTION OF DIRECTOR: JOHN W. GIBSON                       Management   For          For
1E      ELECTION OF DIRECTOR: DAVID L. KYLE                        Management   For          For
1F      ELECTION OF DIRECTOR: BERT H. MACKIE                       Management   For          For
1G      ELECTION OF DIRECTOR: JIM W. MOGG                          Management   For          For
1H      ELECTION OF DIRECTOR: PATTYE L. MOORE                      Management   For          For
1I      ELECTION OF DIRECTOR: GARY D. PARKER                       Management   For          For
1J      ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ                 Management   For          For
1K      ELECTION OF DIRECTOR: DAVID J. TIPPECONNIC                 Management   For          For
02      A PROPOSAL TO RATIFY THE SELECTION OF                      Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC.
        FOR THE YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WESTAR ENERGY, INC.

SECURITY        95709T100           MEETING TYPE   Annual
TICKER SYMBOL   WR                  MEETING DATE   21-May-2009
ISIN            US95709T1007        AGENDA         933035924 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHARLES Q. CHANDLER IV                                             For          For
        2    R.A. EDWARDS                                                       For          For
        3    SANDRA A.J. LAWRENCE                                               For          For
02      RATIFICATION AND CONFIRMATION OF DELOITTE &                Management   For          For
        TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2009.
03      PROPOSAL TO APPROVE THE ADOPTION OF AN                     Management   For          For
        AMENDMENT TO THE WESTAR ENERGY, INC. LONG TERM
        INCENTIVE AND SHARE AWARD PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               103


- --------------------------------------------------------------------------------
XEROX CORPORATION

SECURITY        984121103           MEETING TYPE   Annual
TICKER SYMBOL   XRX                 MEETING DATE   21-May-2009
ISIN            US9841211033        AGENDA         933037269 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: GLENN A. BRITT                       Management   For          For
1B      ELECTION OF DIRECTOR: URSULA M. BURNS                      Management   For          For
1C      ELECTION OF DIRECTOR: RICHARD J. HARRINGTON                Management   For          For
1D      ELECTION OF DIRECTOR: WILLIAM CURT HUNTER                  Management   For          For
1E      ELECTION OF DIRECTOR: ROBERT A. MCDONALD                   Management   For          For
1F      ELECTION OF DIRECTOR: ANNE M. MULCAHY                      Management   For          For
1G      ELECTION OF DIRECTOR: N.J. NICHOLAS, JR.                   Management   For          For
1H      ELECTION OF DIRECTOR: CHARLES PRINCE                       Management   For          For
1I      ELECTION OF DIRECTOR: ANN N. REESE                         Management   For          For
1J      ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER               Management   For          For
02      RATIFICATION OF THE SELECTION OF                           Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.


- --------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.

SECURITY        571748102           MEETING TYPE   Annual
TICKER SYMBOL   MMC                 MEETING DATE   21-May-2009
ISIN            US5717481023        AGENDA         933037346 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: LESLIE M. BAKER, JR.                 Management   For          For
1B      ELECTION OF DIRECTOR: GWENDOLYN S. KING                    Management   For          For
1C      ELECTION OF DIRECTOR: MARC D. OKEN                         Management   For          For
1D      ELECTION OF DIRECTOR: DAVID A. OLSEN                       Management   For          For
02      RATIFICATION OF SELECTION OF INDEPENDENT                   Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM
03      STOCKHOLDER PROPOSAL: REINCORPORATE IN NORTH               Shareholder  Against      For
        DAKOTA
04      STOCKHOLDER PROPOSAL: SPECIAL MEETINGS                     Shareholder  Against      For
05      STOCKHOLDER PROPOSAL: POLITICAL CONTRIBUTIONS              Shareholder  Against      For


- --------------------------------------------------------------------------------
MEDCO HEALTH SOLUTIONS, INC.

SECURITY        58405U102           MEETING TYPE   Annual
TICKER SYMBOL   MHS                 MEETING DATE   21-May-2009
ISIN            US58405U1025        AGENDA         933037358 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CHARLES M. LILLIS                    Management   For          For
1B      ELECTION OF DIRECTOR: WILLIAM L. ROPER                     Management   For          For
1C      ELECTION OF DIRECTOR: DAVID D. STEVENS                     Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
        FOR THE 2009 FISCAL YEAR
03      APPROVAL OF EXECUTIVE ANNUAL INCENTIVE PLAN                Management   For          For


- --------------------------------------------------------------------------------
KEYCORP

SECURITY        493267108           MEETING TYPE   Annual
TICKER SYMBOL   KEY                 MEETING DATE   21-May-2009
ISIN            US4932671088        AGENDA         933040280 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    WILLIAM G. BARES                                                   For          For
        2    CAROL A. CARTWRIGHT                                                For          For
        3    KRISTEN L. MANOS                                                   For          For
        4    THOMAS C. STEVENS                                                  For          For
02      AMENDMENT TO ARTICLES TO REQUIRE MAJORITY VOTING           Management   For          For
        IN UNCONTESTED DIRECTOR ELECTIONS.
03      AMENDMENT TO ARTICLES AND REGULATIONS TO REVISE            Management   For          For
        THE VOTING RIGHTS OF THE SERIES B PREFERRED
        STOCK.
04      RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        AUDITORS.
05      ADVISORY APPROVAL OF EXECUTIVE COMPENSATION                Management   For          For
        PROGRAM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               104


- --------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION

SECURITY        12686C109           MEETING TYPE   Annual
TICKER SYMBOL   CVC                 MEETING DATE   21-May-2009
ISIN            US12686C1099        AGENDA         933046321 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ZACHARY W. CARTER                                                  For          For
        2    CHARLES D. FERRIS                                                  For          For
        3    THOMAS V. REIFENHEISER                                             For          For
        4    JOHN R. RYAN                                                       For          For
        5    VINCENT TESE                                                       For          For
        6    LEONARD TOW                                                        For          For
02      PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS          Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
        THE COMPANY FOR FISCAL YEAR 2009.
03      APPROVAL OF CABLEVISION SYSTEMS CORPORATION                Management   Against      Against
        AMENDED 2006 EMPLOYEE STOCK PLAN.


- --------------------------------------------------------------------------------
VIRTUS INVESTMENT PARTNERS, INC.

SECURITY        92828Q109           MEETING TYPE   Annual
TICKER SYMBOL   VRTS                MEETING DATE   21-May-2009
ISIN            US92828Q1094        AGENDA         933047385 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    DIANE M. COFFEY                                                    For          For
        2    TIMOTHY A. HOLT                                                    For          For
2       VOTE TO RATIFY THE APPOINTMENT OF                          Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
        YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
DEAN FOODS COMPANY

SECURITY        242370104           MEETING TYPE   Annual
TICKER SYMBOL   DF                  MEETING DATE   21-May-2009
ISIN            US2423701042        AGENDA         933053706 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    JANET HILL                                                         For          For
        2    HECTOR M. NEVARES                                                  For          For
02      PROPOSAL TO AMEND THE DEAN FOODS COMPANY 2007              Management   Against      Against
        STOCK INCENTIVE PLAN.
03      PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS                Management   For          For
        INDEPENDENT AUDITOR.


- --------------------------------------------------------------------------------
TELEPHONE AND DATA SYSTEMS, INC.

SECURITY        879433100           MEETING TYPE   Annual
TICKER SYMBOL   TDS                 MEETING DATE   21-May-2009
ISIN            US8794331004        AGENDA         933076831 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    C.A. DAVIS                                                         For          For
        2    C.D. O'LEARY                                                       For          For
        3    G.L. SUGARMAN                                                      For          For
        4    H.S. WANDER                                                        For          For
02      NON-EMPLOYEE DIRECTOR COMPENSATION PLAN.                   Management   For          For
03      RATIFY ACCOUNTANTS FOR 2009.                               Management   For          For
04      SHAREHOLDER PROPOSAL TO RECAPITALIZE THE TDS               Shareholder  For          Against
        CAPITAL STOCK.


- --------------------------------------------------------------------------------
SLM CORPORATION

SECURITY        78442P106           MEETING TYPE   Annual
TICKER SYMBOL   SLM                 MEETING DATE   22-May-2009
ISIN            US78442P1066        AGENDA         933040379 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: ANN TORRE BATES                      Management   For          For
1B      ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III         Management   For          For
1C      ELECTION OF DIRECTOR: DIANE SUITT GILLELAND                Management   For          For
1D      ELECTION OF DIRECTOR: EARL A. GOODE                        Management   For          For
1E      ELECTION OF DIRECTOR: RONALD F. HUNT                       Management   For          For
1F      ELECTION OF DIRECTOR: ALBERT L. LORD                       Management   For          For
1G      ELECTION OF DIRECTOR: MICHAEL E. MARTIN                    Management   For          For
1H      ELECTION OF DIRECTOR: BARRY A. MUNITZ                      Management   For          For
1I      ELECTION OF DIRECTOR: HOWARD H. NEWMAN                     Management   For          For
1J      ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR.             Management   For          For
1K      ELECTION OF DIRECTOR: FRANK C. PULEO                       Management   For          For
1L      ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF                 Management   For          For
1M      ELECTION OF DIRECTOR: STEVEN L. SHAPIRO                    Management   For          For
1N      ELECTION OF DIRECTOR: J. TERRY STRANGE                     Management   For          For
1O      ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO               Management   For          For
1P      ELECTION OF DIRECTOR: BARRY L. WILLIAMS                    Management   For          For
2       ADOPTION OF THE SLM CORPORATION DIRECTORS EQUITY           Management   For          For
        PLAN
3       ADOPTION OF THE SLM CORPORATION 2009-2012                  Management   For          For
        INCENTIVE PLAN
4       RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               105


- --------------------------------------------------------------------------------
FPL GROUP, INC.

SECURITY        302571104           MEETING TYPE   Annual
TICKER SYMBOL   FPL                 MEETING DATE   22-May-2009
ISIN            US3025711041        AGENDA         933040569 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    SHERRY S. BARRAT                                                   For          For
        2    ROBERT M. BEALL, II                                                For          For
        3    J. HYATT BROWN                                                     For          For
        4    JAMES L. CAMAREN                                                   For          For
        5    J. BRIAN FERGUSON                                                  For          For
        6    LEWIS HAY, III                                                     For          For
        7    TONI JENNINGS                                                      For          For
        8    OLIVER D. KINGSLEY, JR.                                            For          For
        9    RUDY E. SCHUPP                                                     For          For
        10   MICHAEL H. THAMAN                                                  For          For
        11   HANSEL E. TOOKES, II                                               For          For
        12   PAUL R. TREGURTHA                                                  For          For
02      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE           Management   For          For
        LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2009.
03      APPROVAL OF THE MATERIAL TERMS UNDER THE FPL               Management   For          For
        GROUP, INC. AMENDED AND RESTATED LONG TERM
        INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED
        COMPENSATION AS REQUIRED BY INTERNAL REVENUE
        CODE SECTION 162(M).


- --------------------------------------------------------------------------------
DEUTSCHE BANK AG

SECURITY        D18190898           MEETING TYPE   Annual
TICKER SYMBOL   DB                  MEETING DATE   26-May-2009
ISIN            DE0005140008        AGENDA         933065458 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
02      APPROPRIATION OF DISTRIBUTABLE PROFIT.                     Management   For          For
03      RATIFICATION OF THE ACTS OF MANAGEMENT OF THE              Management   For          For
        MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04      RATIFICATION OF THE ACTS OF MANAGEMENT OF THE              Management   For          For
        SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05      ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR,               Management   For          For
        INTERIM ACCOUNTS.
06      AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING            Management   For          For
        PURPOSES.
07      AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT TO            Management   For          For
        SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08      AMENDMENT TO THE ARTICLES OF ASSOCIATION                   Management   For          For
        RELATING TO THE REGISTRATION PERIOD FOR THE
        GENERAL MEETING.
09      AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE              Management   For          For
        ARTICLES OF ASSOCIATION TO ACCORD WITH THE RULES
        OF THE ACT ON THE IMPLEMENTATION OF THE
        SHAREHOLDER RIGHTS DIRECTIVE.
10      CREATION OF NEW AUTHORIZED CAPITAL AND                     Management   For          For
        AMENDMENT TO ARTICLES OF ASSOCIATION.
11      CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL             Management   For          For
        INCREASES IN CASH OR IN KIND AND AMENDMENT TO THE
        ARTICLES OF ASSOCIATION.
12      CREATION OF NEW AUTHORIZED CAPITAL AND                     Management   For          For
        AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13      AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH            Management   For          For
        WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
        NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
        BONDS, CREATION OF CONDITIONAL CAPITAL AND
        AMENDMENT TO ARTICLES OF ASSOCIATION.
14      SHAREHOLDER PROPOSAL: PROPOSAL THAT                        Shareholder  Against      For
        RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
        MANAGEMENT BOARD BE REFUSED.
15      SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS             Shareholder  Against      For
        OF MANAGEMENT OF THE MANAGEMENT BOARD BE
        POSTPONED UNTIL ALL LIABILITY PROCEEDINGS AGAINST
        DEUTSCHE BANK HAVE BEEN CONCLUDED AND ALSO
        UNTIL A REFORM OF THE COMPENSATION AND BONUS
        SYSTEM HAS BEEN CARRIED OUT.
16      SHAREHOLDER PROPOSAL: THE ACTS OF THE                      Shareholder  Against      For
        MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR ARE
        NOT RATIFIED.
17      SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT               Shareholder  Against      For
        OF THE SUPERVISORY BOARD FOR THE 2008 FINANCIAL
        YEAR ARE NOT RATIFIED.
18      SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS            Shareholder  Against      For
        OF MANAGEMENT OF THE MEMBERS OF THE
        SUPERVISORY BOARD IS REFUSED.
19      SHAREHOLDER PROPOSAL - PROPOSE THAT NO                     Shareholder  Against      For
        DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE NO
        DIVIDENDS PAID.
20      SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS            Shareholder  Against      For
        OF MANAGEMENT OF BOTH THE MANAGEMENT BOARD
        AND THE SUPERVISORY BOARD BE REFUSED.
21      SHAREHOLDER PROPOSAL - NOT TO ADOPT A                      Shareholder  Against      For
        RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19 II 3
        OF THE ARTICLES OF ASSOCIATION.
22      SHAREHOLDER PROPOSAL - APPROPRIATION OF                    Shareholder  Against      For
        DISTRIBUTABLE PROFIT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               106


- --------------------------------------------------------------------------------
FRANCE TELECOM

SECURITY        35177Q105           MEETING TYPE   Annual
TICKER SYMBOL   FTE                 MEETING DATE   26-May-2009
ISIN            US35177Q1058        AGENDA         933069317 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR            Management   For          For
        THE FINANCIAL YEAR ENDED DECEMBER 31, 2008
02      APPROVAL OF THE CONSOLIDATED FINANCIAL                     Management   For          For
        STATEMENTS FOR THE FINANCIAL YEAR ENDED
        DECEMBER 31, 2008
03      ALLOCATION OF THE INCOME FOR THE FINANCIAL YEAR            Management   For          For
        ENDED DECEMBER 31, 2008, AS STATED IN THE ANNUAL
        FINANCIAL STATEMENTS
04      APPROVAL OF THE AGREEMENTS REFERRED TO IN                  Management   For          For
        ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE
05      RENEWAL OF TERM OF A PRINCIPAL STATUTORY AUDITOR           Management   For          For
06      RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR              Management   For          For
07      RENEWAL OF TERM OF A PRINCIPAL STATUTORY AUDITOR           Management   For          For
08      RENEWAL OF TERM OF A DEPUTY STATUTORY AUDITOR              Management   For          For
09      AUTHORIZATION TO BE GRANTED TO THE BOARD OF                Management   For          For
        DIRECTORS TO PURCHASE OR TRANSFER FRANCE
        TELECOM SHARES
10      AMENDMENT OF ARTICLE 13 OF THE BY-LAWS                     Management   For          For
11      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
        SECURITIES GIVING ACCESS TO SHARES OF THE
        COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITH
        PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
        SHAREHOLDERS
12      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
        SECURITIES GIVING ACCESS TO THE SHARES OF THE
        COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
        PREFERENTIAL SUBSCRIPTION RIGHTS OF THE
        SHAREHOLDERS
13      AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS            Management   For          For
        IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT
        PREFERENTIAL SUBSCRIPTION RIGHTS OF
        SHAREHOLDERS, TO INCREASE THE NUMBER OF ISSUABLE
        SECURITIES
14      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO ISSUE SHARES AND SECURITIES GIVING
        ACCESS TO SHARES, IN THE EVENT OF A PUBLIC
        EXCHANGE OFFER INITIATED BY THE COMPANY
15      AUTHORIZATION OF POWERS TO THE BOARD OF                    Management   For          For
        DIRECTORS TO ISSUE SHARES AND SECURITIES GIVING
        ACCESS TO SHARES, IN CONSIDERATION FOR
        CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
        COMPRISED OF EQUITY SECURITIES OR SECURITIES
        GIVING ACCESS TO SHARE CAPITAL
16      DELEGATION OF POWERS TO THE BOARD OF DIRECTORS             Management   For          For
        TO ISSUE SHARES RESERVED FOR PERSONS SIGNING A
        LIQUIDITY CONTRACT WITH THE COMPANY IN THEIR
        CAPACITY AS HOLDERS OF SHARES OR STOCK OPTIONS
        OF ORANGE S.A.
17      DELEGATION OF POWERS TO THE BOARD OF DIRECTORS             Management   For          For
        TO PROCEED WITH THE FREE ISSUANCE OF OPTION-
        BASED LIQUIDITY INSTRUMENTS RESERVED FOR THOSE
        HOLDERS OF STOCK OPTIONS OF ORANGE S.A. THAT HAVE
        SIGNED A LIQUIDITY CONTRACT WITH THE COMPANY
18      OVERALL LIMITATION OF THE AUTHORIZATIONS                   Management   For          For
19      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO ISSUE SECURITIES GIVING RIGHT TO THE
        ALLOCATION OF DEBT SECURITIES
20      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE
        COMPANY BY CAPITALIZATION OF RESERVES, PROFITS OR
        PREMIUMS
21      AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO           Management   For          For
        ALLOCATE FREE SHARES
22      DELEGATION OF AUTHORITY TO THE BOARD OF                    Management   For          For
        DIRECTORS TO PROCEED WITH CAPITAL INCREASES
        RESERVED FOR MEMBERS OF THE FRANCE TELECOM
        GROUP SAVINGS PLAN
23      AUTHORIZATION TO THE BOARD OF DIRECTORS TO                 Management   For          For
        REDUCE THE SHARE CAPITAL THROUGH THE
        CANCELLATION OF SHARES
24      POWERS FOR FORMALITIES                                     Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               107


- --------------------------------------------------------------------------------
DEUTSCHE BANK AG

SECURITY        D18190898           MEETING TYPE   Annual
TICKER SYMBOL   DB                  MEETING DATE   26-May-2009
ISIN            DE0005140008        AGENDA         933093813 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
02      APPROPRIATION OF DISTRIBUTABLE PROFIT.                     Management   For          For
03      RATIFICATION OF THE ACTS OF MANAGEMENT OF THE              Management   For          For
        MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR.
04      RATIFICATION OF THE ACTS OF MANAGEMENT OF THE              Management   For          For
        SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR.
05      ELECTION OF AUDITOR FOR 2009 FINANCIAL YEAR,               Management   For          For
        INTERIM ACCOUNTS.
06      AUTHORIZATION TO ACQUIRE OWN SHARES FOR TRADING            Management   For          For
        PURPOSES.
07      AUTHORIZATION TO ACQUIRE OWN SHARES PURSUANT TO            Management   For          For
        SECTION 71 (1) NO. 8 STOCK CORPORATION ACT.
08      AMENDMENT TO THE ARTICLES OF ASSOCIATION                   Management   For          For
        RELATING TO THE REGISTRATION PERIOD FOR THE
        GENERAL MEETING.
09      AMENDMENT TO SECTION 19 (2) SENTENCE 3 OF THE              Management   For          For
        ARTICLES OF ASSOCIATION TO ACCORD WITH THE RULES
        OF THE ACT ON THE IMPLEMENTATION OF THE
        SHAREHOLDER RIGHTS DIRECTIVE.
10      CREATION OF NEW AUTHORIZED CAPITAL AND                     Management   For          For
        AMENDMENT TO ARTICLES OF ASSOCIATION.
11      CREATION OF NEW AUTHORIZED CAPITAL FOR CAPITAL             Management   For          For
        INCREASES IN CASH OR IN KIND AND AMENDMENT TO THE
        ARTICLES OF ASSOCIATION.
12      CREATION OF NEW AUTHORIZED CAPITAL AND                     Management   For          For
        AMENDMENT TO THE ARTICLES OF ASSOCIATION.
13      AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH            Management   For          For
        WARRANTS AND/OR CONVERTIBLE PARTICIPATORY
        NOTES, BONDS WITH WARRANTS AND CONVERTIBLE
        BONDS, CREATION OF CONDITIONAL CAPITAL AND
        AMENDMENT TO ARTICLES OF ASSOCIATION.
14      SHAREHOLDER PROPOSAL: PROPOSAL THAT                        Shareholder  Against      For
        RATIFICATION OF THE ACTS OF MANAGEMENT OF THE
        MANAGEMENT BOARD BE REFUSED.
15      SHAREHOLDER PROPOSAL: RATIFICATION OF THE ACTS             Shareholder  Against      For
        OF MANAGEMENT OF THE MANAGEMENT BOARD BE
        POSTPONED UNTIL ALL LIABILITY PROCEEDINGS AGAINST
        DEUTSCHE BANK HAVE BEEN CONCLUDED AND ALSO
        UNTIL A REFORM OF THE COMPENSATION AND BONUS
        SYSTEM HAS BEEN CARRIED OUT.
16      SHAREHOLDER PROPOSAL: THE ACTS OF THE                      Shareholder  Against      For
        MANAGEMENT BOARD FOR THE 2008 FINANCIAL YEAR ARE
        NOT RATIFIED.
17      SHAREHOLDER PROPOSAL: THE ACTS OF MANAGEMENT               Shareholder  Against      For
        OF THE SUPERVISORY BOARD FOR THE 2008 FINANCIAL
        YEAR ARE NOT RATIFIED.
18      SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS            Shareholder  Against      For
        OF MANAGEMENT OF THE MEMBERS OF THE
        SUPERVISORY BOARD IS REFUSED.
19      SHAREHOLDER PROPOSAL - PROPOSE THAT NO                     Shareholder  Against      For
        DISTRIBUTABLE PROFIT BE DISTRIBUTED AND HENCE NO
        DIVIDENDS PAID.
20      SHAREHOLDER PROPOSAL - RATIFICATION OF THE ACTS            Shareholder  Against      For
        OF MANAGEMENT OF BOTH THE MANAGEMENT BOARD
        AND THE SUPERVISORY BOARD BE REFUSED.
21      SHAREHOLDER PROPOSAL - NOT TO ADOPT A                      Shareholder  Against      For
        RESOLUTION ON THE PLANNED CHANGE TO ARTICLE 19 II 3
        OF THE ARTICLES OF ASSOCIATION.
22      SHAREHOLDER PROPOSAL - APPROPRIATION OF                    Shareholder  Against      For
        DISTRIBUTABLE PROFIT.


- --------------------------------------------------------------------------------
EXXON MOBIL CORPORATION

SECURITY        30231G102           MEETING TYPE   Annual
TICKER SYMBOL   XOM                 MEETING DATE   27-May-2009
ISIN            US30231G1022        AGENDA         933046965 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    M.J. BOSKIN                                                        For          For
        2    L.R. FAULKNER                                                      For          For
        3    K.C. FRAZIER                                                       For          For
        4    W.W. GEORGE                                                        For          For
        5    R.C. KING                                                          For          For
        6    M.C. NELSON                                                        For          For
        7    S.J. PALMISANO                                                     For          For
        8    S.S REINEMUND                                                      For          For
        9    R.W. TILLERSON                                                     For          For
        10   E.E. WHITACRE, JR.                                                 For          For
02      RATIFICATION OF INDEPENDENT AUDITORS (PAGE 50)             Management   For          For
03      CUMULATIVE VOTING (PAGE 51)                                Shareholder  Against      For
04      SPECIAL SHAREHOLDER MEETINGS (PAGE 53)                     Shareholder  Against      For
05      INCORPORATE IN NORTH DAKOTA (PAGE 54)                      Shareholder  Against      For
06      BOARD CHAIRMAN AND CEO (PAGE 55)                           Shareholder  Against      For
07      SHAREHOLDER ADVISORY VOTE ON EXECUTIVE                     Shareholder  Against      For
        COMPENSATION (PAGE 57)
08      EXECUTIVE COMPENSATION REPORT (PAGE 59)                    Shareholder  Against      For
09      CORPORATE SPONSORSHIPS REPORT (PAGE 60)                    Shareholder  Against      For
10      AMENDMENT OF EEO POLICY (PAGE 62)                          Shareholder  Against      For
11      GREENHOUSE GAS EMISSIONS GOALS (PAGE 63)                   Shareholder  Against      For
12      CLIMATE CHANGE AND TECHNOLOGY REPORT (PAGE 65)             Shareholder  Against      For
13      RENEWABLE ENERGY POLICY (PAGE 66)                          Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               108


- --------------------------------------------------------------------------------
CHEVRON CORPORATION

SECURITY        166764100           MEETING TYPE   Annual
TICKER SYMBOL   CVX                 MEETING DATE   27-May-2009
ISIN            US1667641005        AGENDA         933051067 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: S.H. ARMACOST                        Management   For          For
1B      ELECTION OF DIRECTOR: L.F. DEILY                           Management   For          For
1C      ELECTION OF DIRECTOR: R.E. DENHAM                          Management   For          For
1D      ELECTION OF DIRECTOR: R.J. EATON                           Management   For          For
1E      ELECTION OF DIRECTOR: E. HERNANDEZ                         Management   For          For
1F      ELECTION OF DIRECTOR: F.G. JENIFER                         Management   For          For
1G      ELECTION OF DIRECTOR: S. NUNN                              Management   For          For
1H      ELECTION OF DIRECTOR: D.J. O'REILLY                        Management   For          For
1I      ELECTION OF DIRECTOR: D.B. RICE                            Management   For          For
1J      ELECTION OF DIRECTOR: K.W. SHARER                          Management   For          For
1K      ELECTION OF DIRECTOR: C.R. SHOEMATE                        Management   For          For
1L      ELECTION OF DIRECTOR: R.D. SUGAR                           Management   For          For
1M      ELECTION OF DIRECTOR: C. WARE                              Management   For          For
1N      ELECTION OF DIRECTOR: J.S. WATSON                          Management   For          For
02      RATIFICATION OF INDEPENDENT REGISTERED PUBLIC              Management   For          For
        ACCOUNTING FIRM
03      APPROVE THE MATERIAL TERMS OF PERFORMANCE                  Management   For          For
        GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
        CHEVRON INCENTIVE PLAN
04      APPROVE THE MATERIAL TERMS OF PERFORMANCE                  Management   For          For
        GOALS FOR PERFORMANCE-BASED AWARDS UNDER THE
        LONG-TERM INCENTIVE PLAN OF CHEVRON CORPORATION
05      SPECIAL STOCKHOLDER MEETINGS                               Shareholder  Against      For
06      ADVISORY VOTE ON SUMMARY COMPENSATION TABLE                Shareholder  Against      For
07      GREENHOUSE GAS EMISSIONS                                   Shareholder  Against      For
08      COUNTRY SELECTION GUIDELINES                               Shareholder  Against      For
09      HUMAN RIGHTS POLICY                                        Shareholder  Against      For
10      HOST COUNTRY LAWS                                          Shareholder  Against      For


- --------------------------------------------------------------------------------
THE HOME DEPOT, INC.

SECURITY        437076102           MEETING TYPE   Annual
TICKER SYMBOL   HD                  MEETING DATE   28-May-2009
ISIN            US4370761029        AGENDA         933042866 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: F. DUANE ACKERMAN                    Management   For          For
1B      ELECTION OF DIRECTOR: DAVID H. BATCHELDER                  Management   For          For
1C      ELECTION OF DIRECTOR: FRANCIS S. BLAKE                     Management   For          For
1D      ELECTION OF DIRECTOR: ARI BOUSBIB                          Management   For          For
1E      ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN                 Management   For          For
1F      ELECTION OF DIRECTOR: ALBERT P. CAREY                      Management   For          For
1G      ELECTION OF DIRECTOR: ARMANDO CODINA                       Management   For          For
1H      ELECTION OF DIRECTOR: BONNIE G. HILL                       Management   For          For
1I      ELECTION OF DIRECTOR: KAREN L. KATEN                       Management   For          For
02      TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE               Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
        THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY
        31, 2010.
03      TO AMEND THE SIXTH ARTICLE OF THE COMPANY'S                Management   For          For
        CERTIFICATE OF INCORPORATION TO ALLOW HOLDERS OF
        AT LEAST 25% OF SHARES OF THE COMPANY'S
        OUTSTANDING COMMON STOCK TO CALL A SPECIAL
        MEETING OF SHAREHOLDERS.
04      SHAREHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING.
05      SHAREHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        SHAREHOLDER MEETINGS.
06      SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT                  Shareholder  Against      For
        DIVERSITY REPORT.
07      SHAREHOLDER PROPOSAL REGARDING EXECUTIVE                   Shareholder  Against      For
        OFFICER COMPENSATION.
08      SHAREHOLDER PROPOSAL REGARDING ENERGY USAGE.               Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               109


- --------------------------------------------------------------------------------
TIME WARNER INC.

SECURITY        887317303           MEETING TYPE   Annual
TICKER SYMBOL   TWX                 MEETING DATE   28-May-2009
ISIN            US8873173038        AGENDA         933048224 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: HERBERT M. ALLISON, JR.              Management   For          For
1B      ELECTION OF DIRECTOR: JAMES L. BARKSDALE                   Management   For          For
1C      ELECTION OF DIRECTOR: JEFFREY L. BEWKES                    Management   For          For
1D      ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH                Management   For          For
1E      ELECTION OF DIRECTOR: FRANK J. CAUFIELD                    Management   For          For
1F      ELECTION OF DIRECTOR: ROBERT C. CLARK                      Management   For          For
1G      ELECTION OF DIRECTOR: MATHIAS DOPFNER                      Management   For          For
1H      ELECTION OF DIRECTOR: JESSICA P. EINHORN                   Management   For          For
1I      ELECTION OF DIRECTOR: MICHAEL A. MILES                     Management   For          For
1J      ELECTION OF DIRECTOR: KENNETH J. NOVACK                    Management   For          For
1K      ELECTION OF DIRECTOR: DEBORAH C. WRIGHT                    Management   For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT                 Management   For          For
        AUDITORS.
03      COMPANY PROPOSAL TO APPROVE THE TIME WARNER                Management   For          For
        INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS.
04      STOCKHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING.
05      STOCKHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        STOCKHOLDER MEETINGS.
06      STOCKHOLDER PROPOSAL REGARDING ADVISORY                    Shareholder  Against      For
        RESOLUTION TO RATIFY COMPENSATION OF NAMED
        EXECUTIVE OFFICERS.


- --------------------------------------------------------------------------------
HENRY SCHEIN, INC.

SECURITY        806407102           MEETING TYPE   Annual
TICKER SYMBOL   HSIC                MEETING DATE   28-May-2009
ISIN            US8064071025        AGENDA         933054392 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    STANLEY M. BERGMAN                                                 For          For
        2    GERALD A. BENJAMIN                                                 For          For
        3    JAMES P. BRESLAWSKI                                                For          For
        4    MARK E. MLOTEK                                                     For          For
        5    STEVEN PALADINO                                                    For          For
        6    BARRY J. ALPERIN                                                   For          For
        7    PAUL BRONS                                                         For          For
        8    M.A. HAMBURG, M.D.                                                 For          For
        9    DONALD J. KABAT                                                    For          For
        10   PHILIP A. LASKAWY                                                  For          For
        11   KARYN MASHIMA                                                      For          For
        12   NORMAN S. MATTHEWS                                                 For          For
        13   LOUIS W. SULLIVAN, M.D.                                            For          For
02      PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK                 Management   Against      Against
        INCENTIVE PLAN.
03      PROPOSAL TO AMEND THE COMPANY'S SECTION 162(M)             Management   For          For
        CASH BONUS PLAN.
04      PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN,           Management   For          For
        LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
        DECEMBER 26, 2009.


- --------------------------------------------------------------------------------
RAYTHEON COMPANY

SECURITY        755111507           MEETING TYPE   Annual
TICKER SYMBOL   RTN                 MEETING DATE   28-May-2009
ISIN            US7551115071        AGENDA         933061626 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: VERNON E. CLARK                      Management   For          For
1B      ELECTION OF DIRECTOR: JOHN M. DEUTCH                       Management   For          For
1C      ELECTION OF DIRECTOR: FREDERIC M. POSES                    Management   For          For
1D      ELECTION OF DIRECTOR: MICHAEL C. RUETTGERS                 Management   For          For
1E      ELECTION OF DIRECTOR: RONALD L. SKATES                     Management   For          For
1F      ELECTION OF DIRECTOR: WILLIAM R. SPIVEY                    Management   For          For
1G      ELECTION OF DIRECTOR: LINDA G. STUNTZ                      Management   For          For
1H      ELECTION OF DIRECTOR: WILLIAM H. SWANSON                   Management   For          For
02      RATIFICATION OF INDEPENDENT AUDITORS                       Management   For          For
03      STOCKHOLDER PROPOSAL REGARDING ADVISORY VOTE               Shareholder  Against      For
        ON EXECUTIVE COMPENSATION
04      STOCKHOLDER PROPOSAL REGARDING SPECIAL                     Shareholder  Against      For
        SHAREOWNER MEETINGS
05      STOCKHOLDER PROPOSAL REGARDING CUMULATIVE                  Shareholder  Against      For
        VOTING
06      STOCKHOLDER PROPOSAL REGARDING ADOPTION OF                 Shareholder  Against      For
        HEALTH CARE REFORM PRINCIPLES
07      STOCKHOLDER PROPOSAL REGARDING SUPPLEMENTAL                Shareholder  Against      For
        EXECUTIVE RETIREMENT PLANS




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               110


- --------------------------------------------------------------------------------
SOUTHERN UNION COMPANY

SECURITY        844030106           MEETING TYPE   Annual
TICKER SYMBOL   SUG                 MEETING DATE   28-May-2009
ISIN            US8440301062        AGENDA         933067337 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    GEORGE L. LINDEMANN                                                For          For
        2    MICHAL BARZUZA                                                     For          For
        3    STEPHEN C. BEASLEY                                                 For          For
        4    DAVID BRODSKY                                                      For          For
        5    FRANK W. DENIUS                                                    For          For
        6    MICHAEL J. EGAN                                                    For          For
        7    KURT A. GITTER, M.D.                                               For          For
        8    HERBERT H. JACOBI                                                  For          For
        9    THOMAS N. MCCARTER, III                                            For          For
        10   GEORGE ROUNTREE, III                                               For          For
        11   ALLAN D. SCHERER                                                   For          For
02      TO RATIFY THE APPOINTMENT OF                               Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS SOUTHERN UNION'S
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR THE YEAR ENDING DECEMBER 31, 2009.
03      TO APPROVE THE ADOPTION OF SOUTHERN UNION'S                Management   For          For
        THIRD AMENDED AND RESTATED 2003 STOCK AND
        INCENTIVE PLAN.


- --------------------------------------------------------------------------------
COVIDIEN LTD.

SECURITY        G2552X108           MEETING TYPE   Special
TICKER SYMBOL   COV                 MEETING DATE   28-May-2009
ISIN            BMG2552X1083        AGENDA         933074851 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED             Management   For          For
        TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02      IF THE SCHEME OF ARRANGEMENT IS APPROVED, AND IN           Management   For          For
        CONNECTION WITH SCHEME OF ARRANGEMENT AND
        REORGANIZATION, APPROVAL OF CREATION OF
        DISTRIBUTABLE RESERVES OF COVIDIEN PLC (THROUGH
        REDUCTION OF SHARE PREMIUM ACCOUNT OF COVIDIEN
        PLC) THAT WAS PREVIOUSLY APPROVED BY COVIDIEN LTD.
        AND OTHER CURRENT SHAREHOLDERS OF COVIDIEN PLC
        (AS DESCRIBED IN THE ACCOMPANYING PROXY
        STATEMENT).
03      APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO           Management   For          For
        A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT PROXIES TO APPROVE THE SCHEME OF
        ARRANGEMENT AT THE TIME OF THE MEETING.


- --------------------------------------------------------------------------------
AETNA INC.

SECURITY        00817Y108           MEETING TYPE   Annual
TICKER SYMBOL   AET                 MEETING DATE   29-May-2009
ISIN            US00817Y1082        AGENDA         933059493 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: FRANK M. CLARK                       Management   For          For
1B      ELECTION OF DIRECTOR: BETSY Z. COHEN                       Management   For          For
1C      ELECTION OF DIRECTOR: MOLLY J. COYE, M.D.                  Management   For          For
1D      ELECTION OF DIRECTOR: ROGER N. FARAH                       Management   For          For
1E      ELECTION OF DIRECTOR: BARBARA HACKMAN FRANKLIN             Management   For          For
1F      ELECTION OF DIRECTOR: JEFFREY E. GARTEN                    Management   For          For
1G      ELECTION OF DIRECTOR: EARL G. GRAVES                       Management   For          For
1H      ELECTION OF DIRECTOR: GERALD GREENWALD                     Management   For          For
1I      ELECTION OF DIRECTOR: ELLEN M. HANCOCK                     Management   For          For
1J      ELECTION OF DIRECTOR: RICHARD J. HARRINGTON                Management   For          For
1K      ELECTION OF DIRECTOR: EDWARD J. LUDWIG                     Management   For          For
1L      ELECTION OF DIRECTOR: JOSEPH P. NEWHOUSE                   Management   For          For
1M      ELECTION OF DIRECTOR: RONALD A. WILLIAMS                   Management   For          For
02      APPROVAL OF INDEPENDENT REGISTERED PUBLIC                  Management   For          For
        ACCOUNTING FIRM.
03      SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING.                 Shareholder  Against      For
04      SHAREHOLDER PROPOSAL ON NOMINATING A RETIRED               Shareholder  Against      For
        AETNA EXECUTIVE TO THE BOARD.


- --------------------------------------------------------------------------------
CONSTELLATION ENERGY GROUP, INC.

SECURITY        210371100           MEETING TYPE   Annual
TICKER SYMBOL   CEG                 MEETING DATE   29-May-2009
ISIN            US2103711006        AGENDA         933073342 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR : YVES C. DE BALMANN                  Management   For          For
1B      ELECTION OF DIRECTOR : ANN C. BERZIN                       Management   For          For
1C      ELECTION OF DIRECTOR : JAMES T. BRADY                      Management   For          For
1D      ELECTION OF DIRECTOR : JAMES R. CURTISS                    Management   For          For
1E      ELECTION OF DIRECTOR : FREEMAN A. HRABOWSKI, III           Management   For          For
1F      ELECTION OF DIRECTOR : NANCY LAMPTON                       Management   For          For
1G      ELECTION OF DIRECTOR : ROBERT J. LAWLESS                   Management   For          For
1H      ELECTION OF DIRECTOR : LYNN M. MARTIN                      Management   For          For
1I      ELECTION OF DIRECTOR : MAYO A. SHATTUCK III                Management   For          For
1J      ELECTION OF DIRECTOR : JOHN L. SKOLDS                      Management   For          For
1K      ELECTION OF DIRECTOR : MICHAEL D. SULLIVAN                 Management   For          For
02      RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS              Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               111


- --------------------------------------------------------------------------------
TOMKINS PLC, LONDON

SECURITY        G89158136           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   TOMK.L              MEETING DATE   01-Jun-2009
ISIN            GB0008962655        AGENDA         701903177 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Receive the Directors' report and financial statements     Management   For          For
        for the YE 03 JAN 2009 together with the Independent
        Auditors' report
2.      Approve the remuneration committee report for the YE 03    Management   For          For
        JAN 2009
3.      Declare the final dividend of 2 US cents per ordinary      Management   For          For
        share for the YE 03 JAN 2009
4.      Re-appoint Mr. Richard Gillingwater as a Director          Management   For          For
5.      Re-appoint Mr. Struan Robertson as a Director              Management   For          For
6.      Re-appoint Deloitte LLP as Independent Auditors            Management   For          For
7.      Authorize the Directors to determine the Independent       Management   For          For
        Auditors' remuneration
8.      Authorize the Directors, to allot relevant securities[as   Management   For          For
        defined in the Companies Act 1985] up to an nominal
        amount of USD 26,455,567, comprising equity securities
        [as defined in the Companies Act 1985] up to a nominal
        amount of USD 52,911,135 [including within such limit any
        relevant securities allotted under paragraph (A)] ] in
        connection with an offer by way of a right issue; to
        ordinary shareholders in proportion [as nearly as may be
        practicable] to their existing holdings; and to holders
        of other equity securities, as required by the rights of
        those securities, or as the Directors consider it
        necessary, as or appropriate to deal with treasury
        shares, fractional entitlements, record dates, legal,
        regulatory or practical problems in or under the laws of,
        any territory or any other matter [Authority expires
        until the close of business on 01 SEP 2010]; and the
        Directors may allot relevant securities after the expiry
        of this authority in pursuance of such an offer or
        agreement notwithstanding that the authority conferred by
        this resolution has expired
S.9     Authorize the Directors, subject to the passing of         Management   For          For
        Resolution 8, to allot equity securities [as defined in
        the Companies Act 1985] for cash under the authority
        given by that resolution and/or where the allotments is
        treated as an allotment of equity securities under
        Section 94(3A) of the Companies Act 1985, disapplying the
        statutory pre-emption rights of the restriction in
        Section 89(1) of the Companies Act 1985, provided that
        this power shall be limited to the allotment of equity
        securities: in connection with a rights issue in favor of
        ordinary shareholders;up to an aggregate nominal amount
        of USD 3,978,682; [Authority expires until the close of
        business on 01 SEP 2010]; and the Directors may allot
        equity securities after the expiry of this authority in
        pursuance of such an offer or agreement made prior to
        such expiry
S.10    Authorize the Company, in substitution for any authority   Management   For          For
        to purchase ordinary shares in the capital of the Company
        [shares], to make market purchases [Section 163(3) of the
        Companies Act 1985] of up to 88,415,177 shares or, if
        lower, such number of shares as is equal to 10% of the
        issued ordinary share capital of the Company at a minimum
        price equal to the nominal value and not more than 105%
        above the average middle market quotations for such
        shares derived from the London Stock Exchange Daily
        Official List, over the previous 5 business days;
        [Authority expires the earlier of the conclusion of the
        AGM of the Company]; the Company, before the expiry, may
        make a contract to purchase ordinary shares which will or
        may be executed wholly or partly after such expiry
S.11    Approve that a general meeting other than an AGM may be    Management   For          For
        called on not less than 14 clear days' notice
        PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF      Non-Voting
        CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY SENT IN
        YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS
        YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED

SECURITY        91324P102           MEETING TYPE   Annual
TICKER SYMBOL   UNH                 MEETING DATE   02-Jun-2009
ISIN            US91324P1021        AGENDA         933031762 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR.              Management   For          For
1B      ELECTION OF DIRECTOR: RICHARD T. BURKE                     Management   For          For
1C      ELECTION OF DIRECTOR: ROBERT J. DARRETTA                   Management   For          For
1D      ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY                   Management   For          For
1E      ELECTION OF DIRECTOR: MICHELE J. HOOPER                    Management   For          For
1F      ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE               Management   For          For
1G      ELECTION OF DIRECTOR: GLENN M. RENWICK                     Management   For          For
1H      ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D.               Management   For          For
1I      ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D.              Management   For          For
02      RATIFICATION OF THE APPOINTMENT OF DELOITTE &              Management   For          For
        TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL
        YEAR ENDING DECEMBER 31, 2009.
03      SHAREHOLDER PROPOSAL CONCERNING ADVISORY VOTE              Shareholder  Against      For
        ON EXECUTIVE COMPENSATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               112


- --------------------------------------------------------------------------------
THE DIRECTV GROUP, INC.

SECURITY        25459L106           MEETING TYPE   Annual
TICKER SYMBOL   DTV                 MEETING DATE   02-Jun-2009
ISIN            US25459L1061        AGENDA         933062123 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    CHASE CAREY                                                        For          For
        2    MARK CARLETON                                                      For          For
        3    PETER LUND                                                         For          For
        4    HAIM SABAN                                                         For          For
02      RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC          Management   For          For
        ACCOUNTANTS.
03      ADOPTION OF PRINCIPLES FOR HEALTHCARE REFORM.              Shareholder  Against      For
04      ADOPTION OF THE DECLASSIFICATION OF THE BOARD OF           Shareholder  Against      For
        DIRECTORS.


- --------------------------------------------------------------------------------
TIME WARNER CABLE INC

SECURITY        88732J207           MEETING TYPE   Annual
TICKER SYMBOL   TWC                 MEETING DATE   03-Jun-2009
ISIN            US88732J2078        AGENDA         933058415 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CAROLE BLACK                         Management   For          For
1B      ELECTION OF DIRECTOR: GLENN A. BRITT                       Management   For          For
1C      ELECTION OF DIRECTOR: THOMAS H. CASTRO                     Management   For          For
1D      ELECTION OF DIRECTOR: DAVID C. CHANG                       Management   For          For
1E      ELECTION OF DIRECTOR: JAMES E. COPELAND, JR.               Management   For          For
1F      ELECTION OF DIRECTOR: PETER R. HAJE                        Management   For          For
1G      ELECTION OF DIRECTOR: DONNA A. JAMES                       Management   For          For
1H      ELECTION OF DIRECTOR: DON LOGAN                            Management   For          For
1I      ELECTION OF DIRECTOR: N.J. NICHOLAS, JR.                   Management   For          For
1J      ELECTION OF DIRECTOR: WAYNE H. PACE                        Management   For          For
1K      ELECTION OF DIRECTOR: EDWARD D. SHIRLEY                    Management   For          For
1L      ELECTION OF DIRECTOR: JOHN E. SUNUNU                       Management   For          For
2       RATIFICATION OF AUDITORS                                   Management   For          For


- --------------------------------------------------------------------------------
FAIRPOINT COMMUNICATIONS, INC.

SECURITY        305560104           MEETING TYPE   Annual
TICKER SYMBOL   FRP                 MEETING DATE   03-Jun-2009
ISIN            US3055601047        AGENDA         933058681 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    P. GARRISON-CORBIN                                                 For          For
        2    EUGENE B. JOHNSON                                                  For          For
        3    ROBERT A. KENNEDY                                                  For          For
02      TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management   For          For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
DEVON ENERGY CORPORATION

SECURITY        25179M103           MEETING TYPE   Annual
TICKER SYMBOL   DVN                 MEETING DATE   03-Jun-2009
ISIN            US25179M1036        AGENDA         933059417 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    ROBERT L. HOWARD                                                   For          For
        2    MICHAEL M. KANOVSKY                                                For          For
        3    J. TODD MITCHELL                                                   For          For
        4    J. LARRY NICHOLS                                                   For          For
02      RATIFY THE APPOINTMENT OF ROBERT A. MOSBACHER,             Management   For          For
        JR. AS A DIRECTOR.
03      RATIFY THE APPOINTMENT OF THE COMPANY'S                    Management   For          For
        INDEPENDENT AUDITORS FOR 2009.
04      ADOPTION OF THE DEVON ENERGY CORPORATION 2009              Management   For          For
        LONG-TERM INCENTIVE PLAN.
05      ADOPT DIRECTOR ELECTION MAJORITY VOTE STANDARD.            Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               113


- --------------------------------------------------------------------------------
INGERSOLL-RAND COMPANY LIMITED

SECURITY        G4776G101           MEETING TYPE   Annual
TICKER SYMBOL   IR                  MEETING DATE   03-Jun-2009
ISIN            BMG4776G1015        AGENDA         933067375 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: A.C. BERZIN                          Management   For          For
1B      ELECTION OF DIRECTOR: J.L. COHON                           Management   For          For
1C      ELECTION OF DIRECTOR: G.D. FORSEE                          Management   For          For
1D      ELECTION OF DIRECTOR: P.C. GODSOE                          Management   For          For
1E      ELECTION OF DIRECTOR: E.E. HAGENLOCKER                     Management   For          For
1F      ELECTION OF DIRECTOR: H.L. HENKEL                          Management   For          For
1G      ELECTION OF DIRECTOR: C.J. HORNER                          Management   For          For
1H      ELECTION OF DIRECTOR: T.E. MARTIN                          Management   For          For
1I      ELECTION OF DIRECTOR: P. NACHTIGAL                         Management   For          For
1J      ELECTION OF DIRECTOR: O.R. SMITH                           Management   For          For
1K      ELECTION OF DIRECTOR: R.J. SWIFT                           Management   For          For
1L      ELECTION OF DIRECTOR: T.L. WHITE                           Management   For          For
02      APPROVAL OF AN ADVISORY PROPOSAL RELATING TO               Management   For          For
        COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
        COMPENSATION POLICIES AND PROCEDURES.
03      APPROVAL OF THE AMENDED AND RESTATED INCENTIVE             Management   Against      Against
        STOCK PLAN OF 2007.
04      APPOINTMENT OF INDEPENDENT AUDITORS AND                    Management   For          For
        AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THE
        AUDITORS' REMUNERATION.


- --------------------------------------------------------------------------------
INGERSOLL-RAND COMPANY LIMITED

SECURITY        G4776G101           MEETING TYPE   Special
TICKER SYMBOL   IR                  MEETING DATE   03-Jun-2009
ISIN            BMG4776G1015        AGENDA         933076588 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED             Management   For          For
        TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02      IF THE SCHEME OF ARRANGEMENT IS APPROVED,                  Management   For          For
        APPROVAL OF THE CREATION OF DISTRIBUTABLE
        RESERVES OF INGERSOLL-RAND PLC THAT WAS
        PREVIOUSLY APPROVED BY INGERSOLL-RAND COMPANY
        LIMITED AND THE OTHER CURRENT SHAREHOLDERS OF
        INGERSOLL-RAND PLC (AS DESCRIBED IN THE PROXY
        STATEMENT).
03      APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO           Management   For          For
        A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
        ARE INSUFFICIENT PROXIES TO APPROVE THE SCHEME OF
        ARRANGEMENT AT THE TIME OF THE MEETING.


- --------------------------------------------------------------------------------
TENARIS, S.A.

SECURITY        88031M109           MEETING TYPE   Annual
TICKER SYMBOL   TS                  MEETING DATE   03-Jun-2009
ISIN            US88031M1099        AGENDA         933086185 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      CONSIDERATION OF THE BOARD OF DIRECTORS' AND               Management   For          For
        INDEPENDENT AUDITORS' REPORTS ON THE
        CONSOLIDATED FINANCIAL STATEMENTS, ALL AS MORE
        FULLY DESCRIBED IN THE PROXY STATEMENT.
02      CONSIDERATION OF THE BOARD OF DIRECTORS' AND               Management   For          For
        INDEPENDENT AUDITORS' REPORTS ON THE COMPANY'S
        ANNUAL ACCOUNTS.
03      ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND             Management   For          For
        PAYMENT.
04      DISCHARGE TO THE MEMBERS OF THE BOARD OF                   Management   For          For
        DIRECTORS FOR THE EXERCISE OF THEIR MANDATE.
05      ELECTION OF THE MEMBERS OF THE BOARD OF                    Management   For          For
        DIRECTORS.
06      COMPENSATION OF THE MEMBERS OF THE BOARD OF                Management   For          For
        DIRECTORS.
07      APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE            Management   For          For
        FISCAL YEAR ENDING DECEMBER 31, 2009 AND APPROVAL
        OF THEIR FEES.
08      AUTHORISATION TO THE BOARD AND THE BOARD OF                Management   For          For
        DIRECTORS OR OTHER GOVERNING BODIES OF THE
        SUBSIDIARIES TO ACQUIRE COMPANY SHARES.
09      AUTHORISATION TO THE BOARD OF DIRECTORS TO CAUSE           Management   For          For
        THE DISTRIBUTION OF ALL SHAREHOLDER
        COMMUNICATIONS, INCLUDING ITS SHAREHOLDER
        MEETING AND PROXY MATERIALS AND ANNUAL REPORTS
        TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS
        PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS.


- --------------------------------------------------------------------------------
VIACOM INC.

SECURITY        92553P102           MEETING TYPE   Annual
TICKER SYMBOL   VIA                 MEETING DATE   04-Jun-2009
ISIN            US92553P1021        AGENDA         933064317 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    GEORGE S. ABRAMS                                                   For          For
        2    PHILIPPE P. DAUMAN                                                 For          For
        3    THOMAS E. DOOLEY                                                   For          For
        4    ALAN C. GREENBERG                                                  For          For
        5    ROBERT K. KRAFT                                                    For          For
        6    BLYTHE J. MCGARVIE                                                 For          For
        7    CHARLES E. PHILLIPS,JR.                                            For          For
        8    SHARI REDSTONE                                                     For          For
        9    SUMNER M. REDSTONE                                                 For          For
        10   FREDERIC V. SALERNO                                                For          For
        11   WILLIAM SCHWARTZ                                                   For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP TO SERVE AS
        INDEPENDENT AUDITOR FOR VIACOM INC. FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               114


- --------------------------------------------------------------------------------
SUNCOR ENERGY INC.

SECURITY        867229106           MEETING TYPE   Special
TICKER SYMBOL   SU                  MEETING DATE   04-Jun-2009
ISIN            CA8672291066        AGENDA         933081604 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      THE PLAN OF ARRANGEMENT (THE "ARRANGEMENT")                Management   For          For
        UNDER SECTION 192 OF THE CANADA BUSINESS
        CORPORATIONS ACT PROVIDING FOR THE AMALGAMATION
        OF SUNCOR ENERGY INC. AND PETRO-CANADA, AS MORE
        PARTICULARLY DESCRIBED IN THE ACCOMPANYING JOINT
        INFORMATION CIRCULAR AND PROXY STATEMENT OF
        SUNCOR ENERGY INC. AND PETRO- CANADA.
02      THE ADOPTION OF A STOCK OPTION PLAN BY THE                 Management   For          For
        CORPORATION FORMED BY THE AMALGAMATION OF
        SUNCOR ENERGY INC. AND PETRO-CANADA, CONDITIONAL
        UPON THE ARRANGEMENT BECOMING EFFECTIVE.
03      DIRECTOR                                                   Management
        1    MEL E. BENSON                                                      For          For
        2    BRIAN A. CANFIELD                                                  For          For
        3    BRYAN P. DAVIES                                                    For          For
        4    BRIAN A. FELESKY                                                   For          For
        5    JOHN T. FERGUSON                                                   For          For
        6    W. DOUGLAS FORD                                                    For          For
        7    RICHARD L. GEORGE                                                  For          For
        8    JOHN R. HUFF                                                       For          For
        9    M. ANN MCCAIG                                                      For          For
        10   MICHAEL W. O'BRIEN                                                 For          For
        11   EIRA M. THOMAS                                                     For          For
04      RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP               Management   For          For
        AS AUDITOR OF SUNCOR ENERGY INC. UNTIL THE EARLIER
        OF THE COMPLETION OF THE ARRANGEMENT AND THE
        CLOSE OF THE NEXT ANNUAL GENERAL MEETING.


- --------------------------------------------------------------------------------
WAL-MART STORES, INC.

SECURITY        931142103           MEETING TYPE   Annual
TICKER SYMBOL   WMT                 MEETING DATE   05-Jun-2009
ISIN            US9311421039        AGENDA         933057754 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: AIDA M. ALVAREZ                      Management   For          For
1B      ELECTION OF DIRECTOR: JAMES W. BREYER                      Management   For          For
1C      ELECTION OF DIRECTOR: M. MICHELE BURNS                     Management   For          For
1D      ELECTION OF DIRECTOR: JAMES I. CASH, JR.                   Management   For          For
1E      ELECTION OF DIRECTOR: ROGER C. CORBETT                     Management   For          For
1F      ELECTION OF DIRECTOR: DOUGLAS N. DAFT                      Management   For          For
1G      ELECTION OF DIRECTOR: MICHAEL T. DUKE                      Management   For          For
1H      ELECTION OF DIRECTOR: GREGORY B. PENNER                    Management   For          For
1I      ELECTION OF DIRECTOR: ALLEN I. QUESTROM                    Management   For          For
1J      ELECTION OF DIRECTOR: H. LEE SCOTT, JR.                    Management   For          For
1K      ELECTION OF DIRECTOR: ARNE M. SORENSON                     Management   For          For
1L      ELECTION OF DIRECTOR: JIM C. WALTON                        Management   For          For
1M      ELECTION OF DIRECTOR: S. ROBSON WALTON                     Management   For          For
1N      ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS              Management   For          For
1O      ELECTION OF DIRECTOR: LINDA S. WOLF                        Management   For          For
02      RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT           Management   For          For
        ACCOUNTANTS
03      GENDER IDENTITY NON-DISCRIMINATION POLICY                  Shareholder  Against      For
04      PAY FOR SUPERIOR PERFORMANCE                               Shareholder  Against      For
05      ADVISORY VOTE ON EXECUTIVE COMPENSATION                    Shareholder  Against      For
06      POLITICAL CONTRIBUTIONS                                    Shareholder  Against      For
07      SPECIAL SHAREOWNER MEETINGS                                Shareholder  Against      For
08      INCENTIVE COMPENSATION TO BE STOCK OPTIONS                 Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               115


- --------------------------------------------------------------------------------
RAIFFEISEN INTERNATIONAL BANK-HOLDING AG, WIEN

SECURITY        A7111G104           MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   RAIFF.PK            MEETING DATE   09-Jun-2009
ISIN            AT0000606306        AGENDA         701957029 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1.      Adopt the financial statements and the                     Management   No Action
        Management report and of the consolidated
        financial statements and the group Management
        report as at 31 DEC 2008, as well as of the
        report of the Supervisory Board on the 2008
        business year
2.      Approve the appropriation of the balance sheet             Management   No Action
        profit shown as at 31 DEC 2008
3.      Approve the acts of the Members of the Managing            Management   No Action
        Board during the 2008 business year
4.      Approve the acts of the Members of the                     Management   No Action
        Supervisory Board during the 2008 business year
5.      Approve to establish the remuneration of the               Management   No Action
        Members of the Supervisory Board for the 2008
        business year
6.      Elect the Supervisory Board                                Management   No Action
7.      Elect the Auditor for the financial statements             Management   No Action
        and approve the consolidated financial
        statements for the 2009 business year
8.      Authorize the Managing Board pursuant to Article           Management   No Action
        174 of the Austrian Joint Stock Companies act to
        issue with the approval of the Supervisory
        Board, participation rights, also in several
        tranches, within 5 years as of the date of the
        resolution, for a maximum total amount of EUR
        2,000,000,000.00 and approve to determine the
        terms and conditions, the subscription right of
        shareholders is excluded


- --------------------------------------------------------------------------------
MASTERCARD INCORPORATED

SECURITY        57636Q104           MEETING TYPE   Annual
TICKER SYMBOL   MA                  MEETING DATE   09-Jun-2009
ISIN            US57636Q1040        AGENDA         933069862 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    RICHARD HAYTHORNTHWAITE                                            For          For
        2    DAVID R. CARLUCCI                                                  For          For
        3    ROBERT W. SELANDER                                                 For          For
02      APPROVAL OF AMENDMENT OF SECTIONS 6.1(A) AND 6.4(B)        Management   For          For
        OF THE COMPANY'S AMENDED AND RESTATED
        CERTIFICATE OF INCORPORATION
03      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
        COMPANY FOR 2009


- --------------------------------------------------------------------------------
CBS CORPORATION

SECURITY        124857103           MEETING TYPE   Annual
TICKER SYMBOL   CBSA                MEETING DATE   09-Jun-2009
ISIN            US1248571036        AGENDA         933071285 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DAVID R. ANDELMAN                                                  For          For
        2    JOSEPH A. CALIFANO, JR.                                            For          For
        3    WILLIAM S. COHEN                                                   For          For
        4    GARY L. COUNTRYMAN                                                 For          For
        5    CHARLES K. GIFFORD                                                 For          For
        6    LEONARD GOLDBERG                                                   For          For
        7    BRUCE S. GORDON                                                    For          For
        8    LINDA M. GRIEGO                                                    For          For
        9    ARNOLD KOPELSON                                                    For          For
        10   LESLIE MOONVES                                                     For          For
        11   DOUG MORRIS                                                        For          For
        12   SHARI REDSTONE                                                     For          For
        13   SUMNER M. REDSTONE                                                 For          For
        14   FREDERIC V. SALERNO                                                For          For
02      RATIFICATION OF THE APPOINTMENT OF                         Management   For          For
        PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
        COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR FISCAL YEAR 2009.
03      A PROPOSAL TO APPROVE THE COMPANY'S 2009 LONG-             Management   For          For
        TERM INCENTIVE PLAN.
04      A PROPOSAL TO APPROVE AMENDMENTS TO THE                    Management   For          For
        COMPANY'S 2000 STOCK OPTION PLAN FOR OUTSIDE
        DIRECTORS.
05      A PROPOSAL TO APPROVE AMENDMENTS TO THE                    Management   For          For
        COMPANY'S 2005 RSU PLAN FOR OUTSIDE DIRECTORS.
06      A STOCKHOLDER PROPOSAL.                                    Shareholder  Against      For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               116


- --------------------------------------------------------------------------------
CATERPILLAR INC.

SECURITY        149123101           MEETING TYPE   Annual
TICKER SYMBOL   CAT                 MEETING DATE   10-Jun-2009
ISIN            US1491231015        AGENDA         933068860 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    DANIEL M. DICKINSON                                                For          For
        2    DAVID R. GOODE                                                     For          For
        3    JAMES W. OWENS                                                     For          For
        4    CHARLES D. POWELL                                                  For          For
        5    JOSHUA I. SMITH                                                    For          For
02      RATIFY AUDITORS                                            Management   For          For
03      STOCKHOLDER PROPOSAL - ANNUAL ELECTION OF                  Shareholder  Against      For
        DIRECTORS
04      STOCKHOLDER PROPOSAL - DIRECTOR ELECTION                   Shareholder  Against      For
        MAJORITY VOTE STANDARD
05      STOCKHOLDER PROPOSAL - FOREIGN MILITARY SALES              Shareholder  Against      For
06      STOCKHOLDER PROPOSAL - SIMPLE MAJORITY VOTE                Shareholder  Against      For
07      STOCKHOLDER PROPOSAL - INDEPENDENT                         Shareholder  Against      For
        COMPENSATION CONSULTANT
08      STOCKHOLDER PROPOSAL - INDEPENDENT CHAIRMAN OF             Shareholder  Against      For
        THE BOARD
09      STOCKHOLDER PROPOSAL - LOBBYING PRIORITIES                 Shareholder  Against      For


- --------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.

SECURITY        517834107           MEETING TYPE   Annual
TICKER SYMBOL   LVS                 MEETING DATE   10-Jun-2009
ISIN            US5178341070        AGENDA         933073633 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    MICHAEL A. LEVEN                                                   For          For
        2    JASON N. ADER                                                      For          For
        3    JEFFREY H. SCHWARTZ                                                For          For
2       TO CONSIDER AND ACT UPON THE RATIFICATION OF THE           Management   For          For
        SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
        COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM.
3       TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL            Shareholder  Against      For
        REGARDING SUSTAINABILITY REPORT.


- --------------------------------------------------------------------------------
PAGESJAUNES, SEVRES

SECURITY        F6954U126           MEETING TYPE   MIX
TICKER SYMBOL   PGJUF.PK            MEETING DATE   11-Jun-2009
ISIN            FR0010096354        AGENDA         701979607 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID        Non-Voting
        568935 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
        AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING
        NOTICE. THANK YOU.
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The followin-g applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will-be
        forwarded to the Global Custodians that have become
        Registered Intermediar-ies, on the Vote Deadline Date.
        In capacity as Registered Intermediary, the Gl-obal
        Custodian will sign the Proxy Card and forward to the
        local custodian. If-you are unsure whether your Global
        Custodian acts as Registered Intermediary,-please
        contact your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID       Non-Voting
        VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF
        "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
        Report of the Board of Directors                           Non-Voting
        Reports of the Statutory Auditors on the accounts for      Non-Voting
        the YE 31 DEC 2008
        Special report of the Statutory Auditors on the            Non-Voting
        regulated agreements referred-to in Article L.225-38
        of the Commercial Code
        Approval of the agreements referred to the special         Non-Voting
        report of the Statutory Aud-itors
O.1     Approve the unconsolidated accounts for the FYE 31 DEC     Management   For          For
        2008
O.2     Approve the consolidated accounts for the FYE 31 DEC       Management   For          For
        2008
O.3     Approve the distribution of profits for the FYE on 31      Management   For          For
        DEC 2008
O.4     Approve the agreements referred to in Article L.225-38     Management   For          For
        of the Commercial Code
O.5     Authorize the Board of Directors to buy or transfer        Management   For          For
        shares of PagesJaunes Group
O.6     Approve the renewal of Mr. Francois De Carbonnel's         Management   For          For
        mandate as a Board Member
O.7     Approve the renewal of Mr. Elie Cohen's mandate as a       Management   For          For
        Board Member
O.8.A   Ratify Mr. Jean-Pierre Remy's appointment as a Board       Management   For          For
        Member
O.8.B   Approve the renewal of Mr. Jean-Pierre Remy's mandate      Management   For          For
        as a Board Member
O.9     Approve the renewal of Mr. Jacques Garaialde's mandate     Management   For          For
        as a Board Member
O.10    Approve the renewal of Mr. Nicolas Gheysens' mandate       Management   For          For
        as a Board Member
O.11    Approve the renewal of Mr. Remy Sautter's mandate as a     Management   For          For
        Board Member
O.12    Approve the non renewal of the Board Members' mandate      Management   For          For
O.13    Appoint Mr. Jerome Losson as a Board Member                Management   For          For
O.14    Approve the deliberation pursuant to Article               Management   For          For
        L.225-42-1 of the Commercial Code relating to a
        commitment whose Mr. Michel Datchary is the beneficiary
O.15    Approve the attendance allowances to the Board of          Management   For          For
        Directors
        Report of the Board of Directors                           Non-Voting
        Reports of the Statutory Auditors                          Non-Voting




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               117



                                                                                 
E.16    Authorize the Board of Directors to issue Company's        Management   For          For
        shares and securities giving access to the Company's
        capital, with maintenance of preferential subscription
        rights of shareholders
E.17    Authorize the Board of Directors to issue Company's        Management   For          For
        shares and securities giving access to the Company's
        capital, with cancellation of preferential
        subscription rights of shareholders
E.18    Authorize the Board of Directors, in case of issue,        Management   For          For
        with cancellation of preferential subscription rights
        of shareholders, of shares or securities giving access
        to Company's shares, to fix the issue price as
        determined by the General Assembly
E.19    Authorize the Board of Directors in the event of           Management   For          For
        capital increase with or without cancellation of
        preferential subscription rights of the shareholders,
        to increase the number of shares to be issued
E.20    Authorize the Board of Directors to issue shares and       Management   For          For
        securities giving access to shares, in case of an
        exchange of public offer initiated by the Company
E.21    Authorize the Board of Directors to issue shares and       Management   For          For
        securities giving access to shares, to pay
        contributions in kind made to the Company and consists
        of equity securities or securities giving access to
        capital
E.22    Approve the Global limitation of the authorizations        Management   For          For
E.23    Authorize the Board of Directors to issue securities       Management   For          For
        giving entitlement to the allocation of debt securities
E.24    Authorize the Board of Directors to increase share         Management   For          For
        capital by incorporation of reserves, profits or
        premiums
E.25    Authorize the Board of Directors to carry out capital      Management   For          For
        increases reserved for Members of a Savings Plan of
        Group PagesJaunes
E.26    Authorize the Board of Directors to reduce capital by      Management   For          For
        cancellation of shares
E.27    Authorize the Board of Directors to grant options to       Management   For          For
        subscribe and/or purchase shares of the Company
E.28    Powers for formalities                                     Management   For          For


- --------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC.

SECURITY        35671D857           MEETING TYPE   Annual
TICKER SYMBOL   FCX                 MEETING DATE   11-Jun-2009
ISIN            US35671D8570        AGENDA         933071754 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       DIRECTOR                                                   Management
        1    RICHARD C. ADKERSON                                                For          For
        2    ROBERT J. ALLISON, JR.                                             For          For
        3    ROBERT A. DAY                                                      For          For
        4    GERALD J. FORD                                                     For          For
        5    H. DEVON GRAHAM, JR.                                               For          For
        6    J. BENNETT JOHNSTON                                                For          For
        7    CHARLES C. KRULAK                                                  For          For
        8    BOBBY LEE LACKEY                                                   For          For
        9    JON C. MADONNA                                                     For          For
        10   DUSTAN E. MCCOY                                                    For          For
        11   GABRIELLE K. MCDONALD                                              For          For
        12   JAMES R. MOFFETT                                                   For          For
        13   B. M. RANKIN, JR.                                                  For          For
        14   J. STAPLETON ROY                                                   For          For
        15   STEPHEN H. SIEGELE                                                 For          For
        16   J. TAYLOR WHARTON                                                  For          For
2       RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP           Management   For          For
        AS INDEPENDENT AUDITOR.
3       APPROVAL OF THE PROPOSED 2009 ANNUAL INCENTIVE             Management   For          For
        PLAN.
4       STOCKHOLDER PROPOSAL REGARDING THE SELECTION               Shareholder  Against      For
        OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
        RECOMMENDED FOR ELECTION TO THE COMPANY'S
        BOARD OF DIRECTORS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               118


- --------------------------------------------------------------------------------
BANCO SANTANDER, S.A.

SECURITY        05964H105           MEETING TYPE   Annual
TICKER SYMBOL   STD                 MEETING DATE   18-Jun-2009
ISIN            US05964H1059        AGENDA         933105377 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      EXAMINATION AND APPROVAL, IF DEEMED APPROPRIATE,           Management   For          For
        OF THE ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND
        LOSS STATEMENT, STATEMENTS OF CHANGES IN NET
        ASSETS AND CASH FLOWS, AND NOTES) AND OF THE
        CORPORATE MANAGEMENT OF BANCO SANTANDER, S.A.
        AND ITS CONSOLIDATED GROUP, ALL WITH RESPECT TO
        THE FISCAL YEAR ENDED DECEMBER 31, 2008
02      APPLICATION OF RESULTS FROM FISCAL YEAR 2008               Management   For          For
3A      RE-ELECTION OF MR. MATIAS RODRIGUEZ INCIARTE               Management   For          For
3B      RE-ELECTION OF MR. MANUEL SOTO SERRANO                     Management   For          For
3C      RE-ELECTION OF MR. GUILLERMO DE LA DEHESA ROMERO           Management   For          For
3D      RE-ELECTION OF MR. ABEL MATUTES JUAN                       Management   For          For
04      RE-ELECTION OF THE AUDITOR OF ACCOUNTS FOR FISCAL          Management   For          For
        YEAR 2009.
05      AUTHORIZATION FOR THE BANK AND ITS SUBSIDIARIES TO         Management   For          For
        ACQUIRE THEIR OWN STOCK PURSUANT TO THE
        PROVISIONS OF SECTION 75 AND THE FIRST ADDITIONAL
        PROVISION OF THE BUSINESS CORPORATIONS LAW YLEY
        DE SOCIEDADES ANONIMAS', DEPRIVING OF EFFECT TO
        THE EXTENT OF THE UNUSED AMOUNT THE
        AUTHORIZATION GRANTED BY THE SHAREHOLDERS AT
        THE ORDINARY GENERAL SHAREHOLDERS' MEETING HELD
        ON JUNE 21, 2008
06      DELEGATION TO THE BOARD OF DIRECTORS OF THE                Management   For          For
        POWER TO CARRY OUT THE RESOLUTION TO BE ADOPTED
        BY THE SHAREHOLDERS AT THE MEETING TO INCREASE
        THE SHARE CAPITAL PURSUANT TO THE PROVISIONS OF
        SECTION 153.1.A) OF THE BUSINESS CORPORATIONS LAW,
        DEPRIVING OF EFFECT THE AUTHORIZATION GRANTED BY
        THE SHAREHOLDERS AT SUCH GENERAL MEETING ON
        JUNE 21, 2008
07      AUTHORIZATION TO THE BOARD, PURSUANT TO                    Management   For          For
        PROVISIONS OF ARTICLE 153.1.B) OF BUSINESS
        CORPORATIONS LAW, TO INCREASE THE SHARE CAPITAL
        ON ONE OR MORE OCCASIONS AT ANY TIME, WITHIN A
        TERM OF THREE YEARS, BY MEANS OF MONETARY
        CONTRIBUTIONS IN THE MAXIMUM NOMINAL AMOUNT OF
        2,038,901,430.50 EUROS, ALL ON SUCH TERMS AND
        CONDITIONS AS IT DEEMS APPROPRIATE, DEPRIVING OF
        EFFECT THE AUTHORIZATION GRANTED BY
        SHAREHOLDERS BY MEANS OF RESOLUTION ONE II)
        DELEGATION OF THE POWER TO EXCLUDE PRE-EMPTIVE
        RIGHTS PROVIDED FOR IN SECTION 159.2 OF THE
        BUSINESS CORPORATIONS LAW
08      INCREASE OF SHARE CAPITAL IN SUCH AMOUNT AS MAY            Management   For          For
        BE DETERMINED PURSUANT TO RESOLUTION BY MEANS
        OF ISSUANCE OF NEW ORDINARY SHARES HAVING A PAR
        VALUE OF ONE-HALF (0.5) EURO EACH, WITHOUT
        ISSUANCE PREMIUM, OF SAME CLASS AND SERIES AS
        THOSE THAT ARE CURRENTLY OUTSTANDING, WITH
        CHARGE TO VOLUNTARY RESERVES SET UP WITH
        UNAPPROPRIATED EARNINGS. EXPRESS PROVISION FOR
        POSSIBILITY OF INCOMPLETE ALLOCATION. DELEGATION
        OF POWERS TO BOARD, WITH AUTHORITY TO, IN TURN,
        DELEGATE SUCH POWERS TO EXECUTIVE COMMITTEE, ALL
        AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
09      DELEGATION TO THE BOARD OF POWER TO ISSUE SIMPLE           Management   For          For
        FIXED INCOME SECURITIES OR DEBT INSTRUMENTS OF
        SIMILAR (INCLUDING BONDS, PROMISSORY NOTES OR
        WARRANTS), FIXED INCOME SECURITIES CONVERTIBLE
        INTO AND/OR EXCHANGEABLE FOR SHARES OF COMPANY.
        CONNECTION WITH FIXED-INCOME SECURITIES
        CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR SHARES
        OF COMPANY, ESTABLISHMENT OF CRITERIA FOR
        DETERMINING TERMS AND CONDITIONS APPLICABLE TO
        CONVERSION AND/OR EXCHANGE GRANT TO THE BOARD,
        ALL AS MORE FULLY DESCRIBED IN THE PROXY
        STATEMENT
10A     INCENTIVE POLICY: IN CONNECTION WITH THE LONG-TERM         Management   For          For
        INCENTIVE POLICY APPROVED BY THE BOARD OF
        DIRECTORS, APPROVAL OF NEW CYCLES AND PLAN FOR
        THE DELIVERY OF SANTANDER SHARES FOR
        IMPLEMENTATION BY THE BANK AND BY COMPANIES OF
        THE SANTANDER GROUP AND LINKED TO CERTAIN
        PERMANENCE REQUIREMENTS OR TO CHANGES IN TOTAL
        SHAREHOLDER RETURN.
10B     INCENTIVE POLICY: APPROVAL OF AN INCENTIVE PLAN            Management   For          For
        FOR EMPLOYEES OF ABBEY NATIONAL PLC. AND OTHER
        COMPANIES OF THE GROUP IN THE UNITED KINGDOM BY
        MEANS OF OPTIONS TO SHARES OF THE BANK LINKED TO
        THE CONTRIBUTION OF PERIODIC MONETARY AMOUNTS
        AND TO CERTAIN PERMANENCE REQUIREMENTS.
10C     INCENTIVE POLICY: AUTHORIZATION OF THE DELIVERY OF         Management   For          For
        100 SHARES OF THE BANK TO EACH EMPLOYEE OF THE
        SOVEREIGN SUBGROUP.
11      AUTHORIZATION TO THE BOARD OF DIRECTORS TO                 Management   For          For
        INTERPRET, REMEDY, SUPPLEMENT, CARRY OUT AND
        FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE
        SHAREHOLDERS AT THE MEETING, AS WELL AS TO
        DELEGATE THE POWERS RECEIVED FROM THE
        SHAREHOLDERS AT THE MEETING, AND GRANT OF
        POWERS TO CONVERT SUCH RESOLUTIONS INTO
        NOTARIAL INSTRUMENTS.


- --------------------------------------------------------------------------------
NTT DOCOMO,INC.

SECURITY        J59399105           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NTDMF.PK            MEETING DATE   19-Jun-2009
ISIN            JP3165650007        AGENDA         701974746 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        Please reference meeting materials.                        Non-Voting
1.      Approve Appropriation of Retained Earnings                 Management   For          For
2.      Amend Articles to:Approve Minor Revisions Related to       Management   For          For
        Dematerialization of Shares and the other Updated Laws and
        Regulations
3.      Appoint a Corporate Auditor                                Management   For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               119


- --------------------------------------------------------------------------------
WIMM BILL DANN FOODS

SECURITY        97263M109           MEETING TYPE   Special
TICKER SYMBOL   WBD                 MEETING DATE   19-Jun-2009
ISIN            US97263M1099        AGENDA         933110520 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      APPROVE THE WBD FOODS OJSC ANNUAL REPORT FOR               Management   For
        2008 BASED ON RUSSIAN STATUTORY REPORTING
        STANDARDS.
02      APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS,               Management   For
        INCLUDING PROFIT AND LOSS STATEMENTS FOR 2008.
03      THE NET PROFIT OF WBD FOODS OJSC REFLECTED IN ITS          Management   For
        FINANCIAL STATEMENTS FOR 2008 BASED ON RUSSIAN
        STATUTORY ACCOUNTING STANDARDS, SHALL NOT BE
        ALLOCATED. DIVIDEND PAYOUT SHALL NOT BE
        ANNOUNCED.
04      FOR THE PURPOSE OF AUDIT OF WBD FOODS OJSC'S               Management   For
        FINANCIAL AND BUSINESS ACTIVITY, AND IN COMPLIANCE
        WITH LEGAL ACTS OF THE RUSSIAN FEDERATION, SV-
        AUDIT CJSC SHALL BE ASSIGNED AS THE AUDITOR OF THE
        COMPANY IN 2009.
05      DIRECTOR                                                   Management
        1    GUY DE SELLIERS                                                    For
        2    M.V. DUBININ                                                       For
        3    I.V. KOSTIKOV                                                      For
        4    MICHAEL A. O'NEILL                                                 For
        5    A. SERGEEVICH ORLOV                                                For
        6    S.A. PLASTININ                                                     For
        7    G.A. YUSHVAEV                                                      For
        8    DAVID IAKOBACHVILI                                                 For
        9    E. GRIGORIEVICH YASIN                                              For
        10   MARCUS RHODES                                                      For
        11   JACQUES VINCENT                                                    For
6A      ELECTION OF VOLKOVA NATALIA BORISOVNA AS THE               Management   For
        MEMBER OF WBD FOODS OJSC AUDITING COMMISSION.
6B      ELECTION OF VERSHININA IRINA ALEXANDROVNA AS THE           Management   For
        MEMBER OF WBD FOODS OJSC AUDITING COMMISSION.
6C      ELECTION OF POLIKARPOVA NATALIA LEONIDOVNA AS THE          Management   For
        MEMBER OF WBD FOODS OJSC AUDITING COMMISSION.
6D      ELECTION OF PROPASTINA TATIANA VALENTINOVNA AS             Management   For
        THE MEMBER OF WBD FOODS OJSC AUDITING
        COMMISSION.
6E      ELECTION OF SOLNTSEVA EVGENIA SOLOMONOVNA AS               Management   For
        THE MEMBER OF WBD FOODS OJSC AUDITING
        COMMISSION.
6F      ELECTION OF SERGEEV GRIGORY SERGEEVICH AS THE              Management   For
        MEMBER OF WBD FOODS OJSC AUDITING COMMISSION.
6G      ELECTION OF SHAVERO TATIANA VIKTOROVNA AS THE              Management   For
        MEMBER OF WBD FOODS OJSC AUDITING COMMISSION.
7A      APPROVAL OF THE INCREASE OF ANNUAL INTEREST RATE           Management   For
        TO 12,1%, AND EXTENSION TO DECEMBER 31, 2010 OF
        REVOLVING LOAN CONTRACT MADE BETWEEN WBD
        FOODS OJSC AND WBD OJSC (HEREINAFTER, THE
        "DEBTOR") PURSUANT TO WHICH THE MAXIMUM AMOUNT
        OF CURRENT DEBT OF THE DEBTOR TO WBD FOODS OJSC
        SHALL NOT BE ABOVE RUR 875,000,000 (EIGHT HUNDRED
        SEVENTY FIVE MILLION RUBLES).
7B      INCREASE OF ANNUAL INTEREST RATE TO 12,1%, AND             Management   For
        EXTENSION TO DECEMBER 31, 2010 OF REVOLVING LOAN
        CONTRACT MADE BETWEEN WBD FOODS OJSC AND WBD
        OJSC (HEREINAFTER, THE "DEBTOR") PURSUANT TO
        WHICH THE MAXIMUM AMOUNT OF CURRENT DEBT OF THE
        DEBTOR TO WBD FOODS OJSC SHALL NOT BE ABOVE RUR
        2 404 803 350 (TWO BILLION FOUR HUNDRED FOUR MILLION
        EIGHT HUNDRED THREE THOUSAND THREE HUNDRED
        FIFTY RUBLES).
7C      INCREASE OF ANNUAL INTEREST RATE TO 12,1%, AND             Management   For
        EXTENSION TO DECEMBER 31, 2010 OF REVOLVING LOAN
        CONTRACT MADE BETWEEN WBD FOODS OJSC AND WBD
        OJSC (HEREINAFTER, THE "DEBTOR") PURSUANT TO
        WHICH THE MAXIMUM AMOUNT OF CURRENT DEBT OF THE
        DEBTOR TO WBD FOODS OJSC SHALL NOT BE ABOVE RUR
        680 294 140 (SIX HUNDRED EIGHTY MILLION TWO HUNDRED
        NINETY FOUR THOUSAND ONE HUNDRED FORTY RUBLES).
7D      INCREASE OF ANNUAL INTEREST RATE TO 12,1%, AND             Management   For
        EXTENSION TO DECEMBER 31, 2010 OF REVOLVING LOAN
        CONTRACT MADE BETWEEN WBD FOODS OJSC AND WBD
        OJSC (HEREINAFTER THE "DEBTOR") PURSUANT TO WHICH
        THE MAXIMUM AMOUNT OF CURRENT DEBT OF THE
        DEBTOR TO WBD FOODS OJSC SHALL NOT BE ABOVE RUR
        1 400 000 000 (ONE BILLION FOUR HUNDRED MILLION
        RUBLES).
7E      WBD FOODS OJSC SHALL PROVIDE THE CENTRAL BRANCH            Management   For
        NO. 8641 OF THE SAVINGS BANK OF RUSSIA (OJSC, THE
        CREDITOR) WITH A SURETY FOR WBD OJSC (THE
        BORROWER), UNDER THE CONTRACT ON THE OPENING OF
        A REVOLVING CREDIT LINE (HEREINAFTER, THE "CREDIT
        AGREEMENT") WITH THE LIMIT IN THE AMOUNT OF RUR
        750,000,000 (SEVEN HUNDRED FIFTY MILLION RUBLES).
7F      WBD FOODS OJSC AGREES TO SUPPLY, AND WBD OJSC              Management   For
        AGREES TO PAY FOR, AND ACCEPT, INVENTORIES AND
        FIXED ASSETS (COMPUTERS, MACHINES AND EQUIPMENT,
        DEVICES OF VARIOUS TYPES, SELLING EQUIPMENT,
        TELECOMMUNICATION EQUIPMENT, ORGANIZATIONAL
        EQUIPMENT AND FITTINGS, AND OTHER INVENTORIES) IN
        THE AMOUNT AND RANGE AS SPECIFIED IN THE
        APPLICATION. THE AGREEMENT AMOUNT TOTALS UP TO
        RUR 1,500,000,000. (ONE BILLION FIVE HUNDRED MILLION
        RUBLES).
7G      WBD FOODS OJSC AGREES TO SUPPLY, AND WBD OJSC              Management   For
        AGREES TO PAY FOR, AND ACCEPT DAIRY AND OTHER
        PRODUCTS (GOODS) IN THE AMOUNT AND RANGE AS
        SPECIFIED IN THE APPLICATION. THE AGREEMENT
        AMOUNT TOTALS UP TO RUR 1,700,000,000. (ONE BILLION
        SEVEN HUNDRED MILLION RUBLES).
7H      INCREASE OF ANNUAL INTEREST RATE TO 12,1%, AND             Management   For
        EXTENSION TO DECEMBER 31, 2010 OF REVOLVING LOAN
        CONTRACT MADE BETWEEN WBD FOODS OJSC AND WBD
        OJSC (HEREINAFTER, THE "DEBTOR") PURSUANT TO
        WHICH THE MAXIMUM AMOUNT OF CURRENT DEBT OF THE
        DEBTOR TO WBD FOODS OJSC SHALL NOT BE ABOVE RUR
        1,008,440,800 (ONE BILLION EIGHT MILLION FOUR HUNDRED
        FORTY THOUSAND EIGHT HUNDRED RUBLES).




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               120


- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD.

SECURITY        G9144P105           MEETING TYPE   Special
TICKER SYMBOL   TEL                 MEETING DATE   22-Jun-2009
ISIN            BMG9144P1059        AGENDA         933089268 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      TO APPROVE A RESOLUTION APPROVING TYCO                     Management   For          For
        ELECTRONICS LTD.'S DISCONTINUANCE FROM BERMUDA
        AND CONTINUANCE AS A SWISS CORPORATION. SEE PAGE
        41 OF PROXY STATEMENT/PROSPECTUS FOR FULL TEXT
        OF RESOLUTION.
02      TO APPROVE A RESOLUTION AMENDING OUR BYE-LAWS              Management   For          For
        TO ELIMINATE CERTAIN SUPERMAJORITY VOTE
        REQUIREMENTS. SEE PAGE 43 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
03      TO APPROVE A RESOLUTION AUTHORIZING SEVERAL                Management   For          For
        STEPS, INCLUDING AN AMENDMENT TO OUR BYE-LAWS,
        THAT WILL HAVE THE EFFECT OF INCREASING OUR
        REGISTERED SHARE CAPITAL. SEE PAGES 45-46 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
04      TO APPROVE A DISTRIBUTION TO SHAREHOLDERS. SEE             Management   For          For
        PAGES 47-48 OF PROXY STATEMENT/PROSPECTUS FOR
        FULL TEXT OF RESOLUTION.
05      TO CONFIRM SWISS LAW AS OUR AUTHORITATIVE                  Management   For          For
        GOVERNING LEGISLATION. SEE PAGE 49 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
06      TO APPROVE OUR CORPORATE NAME AS TYCO                      Management   For          For
        ELECTRONICS LTD. SEE PAGE 50 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
07      TO CHANGE OUR CORPORATE PURPOSE. SEE PAGE 51 OF            Management   For          For
        PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
08      TO APPROVE OUR SWISS ARTICLES OF ASSOCIATION. SEE          Management   For          For
        PAGE 52 OF PROXY STATEMENT/PROSPECTUS FOR FULL
        TEXT OF RESOLUTION.
09      TO CONFIRM OUR PRINCIPAL PLACE OF BUSINESS AS              Management   For          For
        SCHAFFHAUSEN, SWITZERLAND. SEE PAGE 53 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
10      TO APPOINT PRICEWATERHOUSECOOPERS AG, ZURICH AS            Management   For          For
        SPECIAL AUDITOR UNTIL OUR NEXT ANNUAL GENERAL
        MEETING. SEE PAGE 54 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
11      TO APPOINT DELOITTE AG AS OUR SWISS REGISTERED             Management   For          For
        AUDITOR UNTIL OUR NEXT ANNUAL GENERAL MEETING.
        SEE PAGE 55 OF PROXY STATEMENT/PROSPECTUS FOR
        FULL TEXT OF RESOLUTION.
12      TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS              Management   Against      Against
        ARTICLES OF ASSOCIATION LIMITING THE NUMBER OF
        SHARES THAT MAY BE REGISTERED AND/OR VOTED BY A
        SINGLE SHAREHOLDER OR GROUP. SEE PAGES 58-59 OF
        PROXY STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
13      TO APPROVE ADDITIONAL PROVISIONS OF OUR SWISS              Management   Against      Against
        ARTICLES OF ASSOCIATION REQUIRING A SUPERMAJORITY
        VOTE TO AMEND THE 0ROVISIONS REFERRED TO IN
        PROPOSAL 12 AND CERTAIN OTHER PROVISIONS OF OUR
        SWISS ARTICLES. SEE PAGES 60-61 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.
14      TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS               Management   For          For
        OF THE MEETING. SEE PAGE 62 OF PROXY
        STATEMENT/PROSPECTUS FOR FULL TEXT OF
        RESOLUTION.


- --------------------------------------------------------------------------------
TYCO ELECTRONICS LTD.

SECURITY        G9144P105           MEETING TYPE   Annual
TICKER SYMBOL   TEL                 MEETING DATE   22-Jun-2009
ISIN            BMG9144P1059        AGENDA         933089725 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      DIRECTOR                                                   Management
        1    PIERRE R. BRONDEAU                                                 For          For
        2    RAM CHARAN                                                         For          For
        3    JUERGEN W. GROMER                                                  For          For
        4    ROBERT M. HERNANDEZ                                                For          For
        5    THOMAS J. LYNCH                                                    For          For
        6    DANIEL J. PHELAN                                                   For          For
        7    FREDERIC M. POSES                                                  For          For
        8    LAWRENCE S. SMITH                                                  For          For
        9    PAULA A. SNEED                                                     For          For
        10   DAVID P. STEINER                                                   For          For
        11   JOHN C. VAN SCOTER                                                 For          For
02      APPROVAL OF THE TYCO ELECTRONICS LTD. 2007 STOCK           Management   For          For
        AND INCENTIVE PLAN (AS AMENDED AND RESTATED).
03      APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO               Management   For          For
        ELECTRONICS' INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM (INDEPENDENT AUDITOR) AND
        AUTHORIZATION OF THE AUDIT COMMITTEE OF THE
        BOARD OF DIRECTORS TO SET THE INDEPENDENT
        AUDITOR'S REMUNERATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               121


- --------------------------------------------------------------------------------
TELEFONICA, S.A.

SECURITY        879382208           MEETING TYPE   Annual
TICKER SYMBOL   TEF                 MEETING DATE   22-Jun-2009
ISIN            US8793822086        AGENDA         933106886 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
01      EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE            Management   For          For
        INDIVIDUAL ANNUAL ACCOUNTS, THE CONSOLIDATED
        FINANCIAL STATEMENTS AND THE MANAGEMENT REPORT
        OF TELEFONICA, S.A. AND OF ITS CONSOLIDATED GROUP
        OF COMPANIES, AS WELL AS THE PROPOSED ALLOCATION
        OF PROFITS/LOSSES OF TELEFONICA, S.A. AND THE
        MANAGEMENT OF ITS BOARD OF DIRECTORS, ALL WITH
        RESPECT TO FISCAL YEAR 2008.
02      COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF A            Management   For          For
        DIVIDEND TO BE CHARGED TO UNRESTRICTED RESERVES.
03      APPROVAL OF AN INCENTIVE TELEFONICA, S.A.'S SHARE          Management   For          For
        PURCHASE PLAN FOR EMPLOYEES OF THE TELEFONICA
        GROUP.
04      AUTHORIZATION FOR THE ACQUISITION OF THE                   Management   For          For
        COMPANY'S OWN SHARES, DIRECTLY OR THROUGH
        COMPANIES OF THE GROUP.
05      REDUCTION OF THE SHARE CAPITAL THROUGH THE                 Management   For          For
        CANCELLATION OF SHARES OF THE COMPANY'S OWN
        STOCK, EXCLUDING CREDITORS' RIGHT TO OBJECT, AND
        AMENDMENT OF THE ARTICLE OF THE BY-LAWS RELATING
        TO THE SHARE CAPITAL.
06      RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2009.           Management   For          For
07      DELEGATION OF POWERS TO FORMALIZE, INTERPRET,              Management   For          For
        CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED
        BY THE GENERAL SHAREHOLDERS' MEETING.


- --------------------------------------------------------------------------------
ALSTOM, PARIS

SECURITY        F0259M475           MEETING TYPE   MIX
TICKER SYMBOL   ALO.PA              MEETING DATE   23-Jun-2009
ISIN            FR0010220475        AGENDA         701959984 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        French Resident Shareowners must complete, sign and        Non-Voting
        forward the Proxy Card dir-ectly to the sub custodian.
        Please contact your Client Service Representative-to
        obtain the necessary card, account details and
        directions. The following-applies to Non- Resident
        Shareowners: Proxy Cards: Voting instructions will b-e
        forwarded to the Global Custodians that have become
        Registered Intermediarie-s, on the Vote Deadline Date.
        In capacity as Registered Intermediary, the Glob-al
        Custodian will sign the Proxy Card and forward to the
        local custodian. If y-ou are unsure whether your Global
        Custodian acts as Registered Intermediary, p-lease
        contact your representative
        PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID       Non-Voting
        VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF
        "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
        Management report of the Board of Directors                Non-Voting
        Report of the Statutory Auditors on the annual accounts    Non-Voting
        for the FYE on 31 MAR-2008
        Report of the Statutory Auditors on the consolidated       Non-Voting
        accounts for the FYE on 3-1 MAR 2008
O.1     Approve the unconsolidated accounts and the                Management   For          For
        transactions for the FYE on 31 MAR 2008
O.2     Approve the consolidated accounts and the transactions     Management   For          For
        for the FYE on 31 MAR 2008
O.3     Approve the distribution of profits                        Management   For          For
O.4     Approve the special report of the Statutory Auditors on    Management   For          For
        the pursuit of a regulated agreement concluded during a
        previous FY
O.5     Approve the special report of the Statutory Auditors on    Management   For          For
        a regulated agreement concerning the commitments
        referred to in Article L.225-42-1 of the Commercial
        Code, for the benefit of Mr. Patrick Kron
O.6     Appoint PricewaterhouseCoopers Audit Company as the        Management   For          For
        Permanent Statutory Auditor
O.7     Appoint Mazars Company as the Permanent Statutory          Management   For          For
        Auditor
O.8     Appoint Mr. Yves Nicolas as a Deputy Auditor of            Management   For          For
        PricewaterhouseCoopers Audit, for a term of 6 fiscal
        years expiring at the end of the OGM called to vote on
        the accounts for the 2014/15 FY
O.9     Appoint Mr. Patrick de Cambourg as a Deputy Auditor of     Management   For          For
        Mazars SA, for a term of 6 fiscal years expiring at the
        end of the OGM called to vote on the accounts for
        2014/15 FY
O.10    Authorize the Board of Directors to operate on the         Management   For          For
        Company's shares
        Report of the Board of Directors                           Non-Voting
        Special report of the Statutory Auditors                   Non-Voting
E.11    Authorize the Board of Directors to reduce the share       Management   For          For
        capital by cancellation of shares
E.12    Grant powers for the enforcement of the General            Management   For          For
        Assembly's decisions and formalities
        PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF      Non-Voting
        AUDITOR NAMES. IF YOU HA-VE ALREADY SENT IN YOUR VOTES,
        PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU-DECIDE
        TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               122


- --------------------------------------------------------------------------------
YAKULT HONSHA CO.,LTD.

SECURITY        J95468120           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   YKLTF.PK            MEETING DATE   24-Jun-2009
ISIN            JP3931600005        AGENDA         701991641 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1       Amend Articles to: Approve Minor Revisions Related to      Management   For          For
        Dematerialization of Shares and the other Updated Laws and
        Regulations
2.1     Appoint a Director                                         Management   For          For
2.2     Appoint a Director                                         Management   For          For
2.3     Appoint a Director                                         Management   For          For
2.4     Appoint a Director                                         Management   For          For
2.5     Appoint a Director                                         Management   For          For
2.6     Appoint a Director                                         Management   For          For
2.7     Appoint a Director                                         Management   For          For
2.8     Appoint a Director                                         Management   For          For
2.9     Appoint a Director                                         Management   For          For
2.10    Appoint a Director                                         Management   For          For
2.11    Appoint a Director                                         Management   For          For
2.12    Appoint a Director                                         Management   For          For
2.13    Appoint a Director                                         Management   For          For
2.14    Appoint a Director                                         Management   For          For
2.15    Appoint a Director                                         Management   For          For
2.16    Appoint a Director                                         Management   For          For
2.17    Appoint a Director                                         Management   For          For
2.18    Appoint a Director                                         Management   For          For
2.19    Appoint a Director                                         Management   For          For
2.20    Appoint a Director                                         Management   For          For
2.21    Appoint a Director                                         Management   For          For
2.22    Appoint a Director                                         Management   For          For
2.23    Appoint a Director                                         Management   For          For
2.24    Appoint a Director                                         Management   For          For
2.25    Appoint a Director                                         Management   For          For
2.26    Appoint a Director                                         Management   For          For


- --------------------------------------------------------------------------------
THE PEP BOYS - MANNY, MOE & JACK

SECURITY        713278109           MEETING TYPE   Annual
TICKER SYMBOL   PBY                 MEETING DATE   24-Jun-2009
ISIN            US7132781094        AGENDA         933091299 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: JANE SCACCETTI                       Management   For          For
1B      ELECTION OF DIRECTOR: JOHN T. SWEETWOOD                    Management   For          For
1C      ELECTION OF DIRECTOR: M. SHAN ATKINS                       Management   For          For
1D      ELECTION OF DIRECTOR: ROBERT H. HOTZ                       Management   For          For
1E      ELECTION OF DIRECTOR: JAMES A. MITAROTONDA                 Management   For          For
1F      ELECTION OF DIRECTOR: NICK WHITE                           Management   For          For
1G      ELECTION OF DIRECTOR: JAMES A. WILLIAMS                    Management   For          For
1H      ELECTION OF DIRECTOR: IRVIN D. REID                        Management   For          For
1I      ELECTION OF DIRECTOR: MICHAEL R. ODELL                     Management   For          For
1J      ELECTION OF DIRECTOR: MAX L. LUKENS                        Management   For          For
02      THE RATIFICATION OF THE APPOINTMENT OF OUR                 Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03      THE AMENDMENT AND RESTATEMENT OF OUR STOCK                 Management   For          For
        INCENTIVE PLAN TO EXTEND ITS TERM THROUGH
        DECEMBER 31, 2014.
04      APPROVAL OF THE AMENDMENT AND RESTATEMENT OF               Management   For          For
        OUR ANNUAL INCENTIVE BONUS PLAN.
05      A SHAREHOLDER PROPOSAL REGARDING THE COMPANY'S             Shareholder  Against      For
        REINCORPORATION TO NORTH DAKOTA, IF PRESENTED BY
        ITS PROPONENT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               123


- --------------------------------------------------------------------------------
BANCO POPULAR ESPANOL SA, MADRID

SECURITY        E19550206           MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   POP.MC              MEETING DATE   25-Jun-2009
ISIN            ES0113790531        AGENDA         701975356 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH        Non-Voting
        QUORUM, THERE WILL BE A SE-COND CALL ON 26 JUN 2009.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
        V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
        THANK YOU.
1.      Approve the annual accounts, Management report and the     Management   For          For
        Board Management; application of the result
2.      Approve the merger with Banco De Andalucia by              Management   For          For
        absorption over Banco De Andalucia
3.1     Amend the Article 29 of the Company Bylaw about the        Management   For          For
        dividend distribution and the issue of share premium
3.2     Approve the complementary distribution to the dividend     Management   For          For
        with charge to the premium
4.1     Ratify Mr. Allianz Se as the Board Member                  Management   For          For
4.2     Ratify the Union Europea De Inversiones as the Board       Management   For          For
        Member
4.3     Amend the Article 17 of the Company Bylaw for the          Management   For          For
        reduction of the Board Member from 20 to 15
5.      Re-elect the Auditors                                      Management   For          For
6.      Authorize the Board for the acquisition of own shares      Management   For          For
7.      Authorize the Board to increase the share capital          Management   For          For
8.      Authorize the Board to issue bonds, promissory notes       Management   For          For
        and other fixed income
9.      Authorize the Board to issue new fixed income              Management   For          For
        securities and shares
10.     Receive the report about the retribution policy to the     Management   For          For
        Board
11.     Approve the delegation of powers                           Management   For          For
12.     Receive the report about the modification of the Board     Management   For          For
        Bylaws
13.     Receive the report about the Article 116.BIS of the        Management   For          For
        Stock Market Law
        PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN       Non-Voting
        RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES,
        PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DE-CIDE
        TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
YAHOO! INC.

SECURITY        984332106           MEETING TYPE   Annual
TICKER SYMBOL   YHOO                MEETING DATE   25-Jun-2009
ISIN            US9843321061        AGENDA         933077338 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: CAROL BARTZ                          Management   For          For
1B      ELECTION OF DIRECTOR: FRANK J. BIONDI, JR.                 Management   For          For
1C      ELECTION OF DIRECTOR: ROY J. BOSTOCK                       Management   For          For
1D      ELECTION OF DIRECTOR: RONALD W. BURKLE                     Management   For          For
1E      ELECTION OF DIRECTOR: JOHN H. CHAPPLE                      Management   For          For
1F      ELECTION OF DIRECTOR: ERIC HIPPEAU                         Management   For          For
1G      ELECTION OF DIRECTOR: CARL C. ICAHN                        Management   For          For
1H      ELECTION OF DIRECTOR: VYOMESH JOSHI                        Management   For          For
1I      ELECTION OF DIRECTOR: ARTHUR H. KERN                       Management   For          For
1J      ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER               Management   For          For
1K      ELECTION OF DIRECTOR: GARY L. WILSON                       Management   For          For
1L      ELECTION OF DIRECTOR: JERRY YANG                           Management   For          For
02      AMENDMENTS TO THE COMPANY'S AMENDED AND                    Management   Against      Against
        RESTATED 1995 STOCK PLAN.
03      AMENDMENTS TO THE COMPANY'S AMENDED AND                    Management   For          For
        RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN.
04      RATIFICATION OF THE APPOINTMENT OF INDEPENDENT             Management   For          For
        REGISTERED PUBLIC ACCOUNTING FIRM.
05      STOCKHOLDER PROPOSAL REGARDING EXECUTIVE                   Shareholder  Against      For
        COMPENSATION ADVISORY VOTE, IF PROPERLY
        PRESENTED AT THE ANNUAL MEETING.


- --------------------------------------------------------------------------------
SUPERVALU INC.

SECURITY        868536103           MEETING TYPE   Annual
TICKER SYMBOL   SVU                 MEETING DATE   25-Jun-2009
ISIN            US8685361037        AGENDA         933085183 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
1A      ELECTION OF DIRECTOR: IRWIN S. COHEN                       Management   For          For
1B      ELECTION OF DIRECTOR: RONALD E. DALY                       Management   For          For
1C      ELECTION OF DIRECTOR: LAWRENCE A. DEL SANTO                Management   For          For
1D      ELECTION OF DIRECTOR: SUSAN E. ENGEL                       Management   For          For
1E      ELECTION OF DIRECTOR: CRAIG R. HERKERT                     Management   For          For
1F      ELECTION OF DIRECTOR: KATHI P. SEIFERT                     Management   For          For
2       RATIFICATION OF APPOINTMENT OF KPMG LLP AS                 Management   For          For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
3       TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL             Shareholder  Against      For
        REGARDING DRUGSTORE TOBACCO SALES AS DESCRIBED
        IN THE ATTACHED PROXY STATEMENT
4       TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL             Shareholder  Against      For
        REGARDING SAY ON PAY AS DESCRIBED IN THE ATTACHED
        PROXY STATEMENT




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Equity Income Fund                                               124


- --------------------------------------------------------------------------------
NISSIN FOODS HOLDINGS CO.,LTD.

SECURITY        J58063124           MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NF2.BE              MEETING DATE   26-Jun-2009
ISIN            JP3675600005        AGENDA         701987806 - Management



                                                                                             FOR/AGAINST
ITEM    PROPOSAL                                                   TYPE         VOTE         MANAGEMENT
- ------  ---------------------------------------------------------  -----------  -----------  -----------
                                                                                 
        Please reference meeting materials.                        Non-Voting
1.      Approve Appropriation of Retained Earnings                 Management   For          For
2.      Amend Articles to: Approve Minor Revisions Related to      Management   For          For
        Dematerialization of Shares and the Other Updated Laws
        and Regulations
3.1     Appoint a Director                                         Management   For          For
3.2     Appoint a Director                                         Management   For          For
3.3     Appoint a Director                                         Management   For          For
3.4     Appoint a Director                                         Management   For          For
3.5     Appoint a Director                                         Management   For          For
3.6     Appoint a Director                                         Management   For          For
3.7     Appoint a Director                                         Management   For          For
3.8     Appoint a Director                                         Management   For          For
3.9     Appoint a Director                                         Management   For          For
3.10    Appoint a Director                                         Management   For          For
3.11    Appoint a Director                                         Management   For          For
3.12    Appoint a Director                                         Management   For          For
3.13    Appoint a Director                                         Management   For          For
3.14    Appoint a Director                                         Management   For          For
4.      Appoint a Corporate Auditor                                Management   For          For
5.      Appoint Accounting Auditors                                Management   For          For



ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              1


                           INVESTMENT COMPANY REPORT

- --------------------------------------------------------------------------------
ENODIS PLC, LONDON

SECURITY        G01616104         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   ENO.L             MEETING DATE   02-Jul-2008
ISIN            GB0000931526      AGENDA         701619782 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Approve the amendment of Rule 10 of the Enodis Plc                     Management   For           For
          Performance Share Plan
S.2       Authorize the Directors to take any actions to carry out the           Management   For           For
          Scheme, approve the reduction in capital, allotment of ordinary
          shares and amendment of the Articles of Association


- --------------------------------------------------------------------------------
ENODIS PLC, LONDON

SECURITY        G01616104         MEETING TYPE   Court Meeting
TICKER SYMBOL   ENO.L             MEETING DATE   02-Jul-2008
ISIN            GB0000931526      AGENDA         701650411 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION                    Non-Voting
          FOR THIS MEETING TYPE. PLE-ASE CHOOSE BETWEEN
          "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
          VOTE ABSTAIN-FOR THIS MEETING THEN YOUR VOTE WILL
          BE DISREGARDED BY THE ISSUER OR ISSUERS-AGENT
S.1       Approve the Scheme of Arrangement                                      Management   For           For


- --------------------------------------------------------------------------------
BED BATH & BEYOND INC.

SECURITY        075896100         MEETING TYPE   Annual
TICKER SYMBOL   BBBY              MEETING DATE   03-Jul-2008
ISIN            US0758961009      AGENDA         932922568 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WARREN EISENBERG                                                               For           For
          2    LEONARD FEINSTEIN                                                              For           For
          3    DEAN S. ADLER                                                                  For           For
          4    STANLEY F. BARSHAY                                                             For           For
          5    PATRICK R. GASTON                                                              For           For
          6    JORDAN HELLER                                                                  For           For
          7    ROBERT S. KAPLAN                                                               For           For
          8    VICTORIA A. MORRISON                                                           For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP                            Management   For           For


- --------------------------------------------------------------------------------
INTEGRA LIFESCIENCES HOLDINGS CORP.

SECURITY        457985208         MEETING TYPE   Annual
TICKER SYMBOL   IART              MEETING DATE   09-Jul-2008
ISIN            US4579852082      AGENDA         932918848 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR.                         Management   For           For
1B        ELECTION OF DIRECTOR: KEITH BRADLEY                                    Management   For           For
1C        ELECTION OF DIRECTOR: RICHARD E. CARUSO                                Management   For           For
1D        ELECTION OF DIRECTOR: STUART M. ESSIG                                  Management   For           For
1E        ELECTION OF DIRECTOR: NEAL MOSZKOWSKI                                  Management   For           For
1F        ELECTION OF DIRECTOR: CHRISTIAN S. SCHADE                              Management   For           For
1G        ELECTION OF DIRECTOR: JAMES M. SULLIVAN                                Management   For           For
1H        ELECTION OF DIRECTOR: ANNE M. VANLENT                                  Management   For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR 2008.
03        PROPOSAL TO APPROVE THE TERMS OF THE AMENDED                           Management   For           For
          AND RESTATED 2003 EQUITY INCENTIVE PLAN.
04        PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003                           Management   Against       Against
          EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF
          SHARES THAT MAY BE ISSUED OR AWARDED UNDER THE
          PLAN.


- --------------------------------------------------------------------------------
CAVCO INDUSTRIES, INC.

SECURITY        149568107         MEETING TYPE   Annual
TICKER SYMBOL   CVCO              MEETING DATE   09-Jul-2008
ISIN            US149568107       AGENDA         932924877 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH H. STEGMAYER                                                            For           For
          2    WILLIAM C. BOOR                                                                For           For
02        RATIFICATION OF THE APPOINTMENT OF INDEPENDENT                         Management   For           For
          AUDITOR FOR FISCAL 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              2

- --------------------------------------------------------------------------------
MACROVISION SOLUTIONS CORPORATION

SECURITY        55611C108         MEETING TYPE   Special
TICKER SYMBOL   MVSN              MEETING DATE   15-Jul-2008
ISIN            US55611C1080      AGENDA         932927378 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE THE ADOPTION OF THE MACROVISION                             Management   Against       Against
          SOLUTIONS CORPORATION 2008 EQUITY INCENTIVE PLAN
          (THE "2008 EQUITY PLAN") COMPRISING 14,300,000 SHARES
          OF MACROVISION SOLUTIONS CORPORATION COMMON
          STOCK RESERVED FOR ISSUANCE UNDER THE 2008
          EQUITY PLAN.
02        TO APPROVE THE ADOPTION OF THE MACROVISION                             Management   For           For
          SOLUTIONS CORPORATION 2008 EMPLOYEE STOCK
          PURCHASE PLAN (THE "2008 ESPP") COMPRISING 7,500,000
          SHARES OF MACROVISION SOLUTIONS CORPORATION
          COMMON STOCK RESERVED FOR ISSUANCE UNDER THE
          2008 ESPP.


- --------------------------------------------------------------------------------
PARK ELECTROCHEMICAL CORP.

SECURITY        700416209         MEETING TYPE   Annual
TICKER SYMBOL   PKE               MEETING DATE   16-Jul-2008
ISIN            US7004162092      AGENDA         932930185 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DALE BLANCHFIELD                                                               For           For
          2    LLOYD FRANK                                                                    For           For
          3    BRIAN E. SHORE                                                                 For           For
          4    STEVEN T. WARSHAW                                                              For           For
02        APPROVAL OF AMENDMENT TO 2002 STOCK OPTION PLAN                        Management   Against       Against
          TO INCREASE THE AGGREGATE NUMBER OF SHARES OF
          COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
          SUCH PLAN BY 900,000 SHARES AND TO EXTEND THE TERM
          OF SUCH PLAN TO MAY 21, 2018.
03        RATIFICATION OF APPOINTMENT OF GRANT THORNTON                          Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          MARCH 1, 2009.


- --------------------------------------------------------------------------------
MODINE MANUFACTURING COMPANY

SECURITY        607828100         MEETING TYPE   Annual
TICKER SYMBOL   MOD               MEETING DATE   17-Jul-2008
ISIN            US6078281002      AGENDA         932927114 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    FRANK P. INCROPERA                                                             For           For
          2    VINCENT L. MARTIN                                                              For           For
          3    BRADLEY C. RICHARDSON                                                          For           For
          4    MARSHA C. WILLIAMS                                                             For           For
02        APPROVE THE MODINE MANUFACTURING COMPANY 2008                          Management   Against       Against
          INCENTIVE COMPENSATION PLAN.
03        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.
04        ACT UPON A SHAREHOLDER PROPOSAL REQUESTING                             Management   For           Against
          ADOPTION OF A MAJORITY VOTING STANDARD FOR THE
          ELECTION OF DIRECTORS.


- --------------------------------------------------------------------------------
THE GREAT ATLANTIC & PACIFIC TEA CO INC.

SECURITY        390064103         MEETING TYPE   Annual
TICKER SYMBOL   GAP               MEETING DATE   17-Jul-2008
ISIN            US3900641032      AGENDA         932928039 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J.D. BARLINE                                                                   For           For
          2    J.J. BOECKEL                                                                   For           For
          3    B. GAUNT                                                                       For           For
          4    A. GULDIN                                                                      For           For
          5    C.W.E. HAUB                                                                    For           For
          6    D. KOURKOUMELIS                                                                For           For
          7    E. LEWIS                                                                       For           For
          8    G. MAYS                                                                        For           For
          9    M.B. TART-BEZER                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              3

- --------------------------------------------------------------------------------
RALCORP HOLDINGS, INC.

SECURITY        751028101         MEETING TYPE   Special
TICKER SYMBOL   RAH               MEETING DATE   17-Jul-2008
ISIN            US7510281014      AGENDA         932929081 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE THE ISSUANCE OF SHARES OF RALCORP                           Management   For           For
          HOLDINGS, INC. COMMON STOCK IN CONNECTION WITH
          THE MERGER OF CABLE HOLDCO, INC., A NEWLY-
          CREATED, WHOLLY OWNED SUBSIDIARY OF KRAFT FOODS
          INC., WITH AND INTO RALCORP MAILMAN LLC, A WHOLLY
          OWNED SUBSIDIARY OF RALCORP HOLDINGS, INC.
02        TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR                        Management   For           For
          APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE
          ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
          MEETING TO APPROVE THE ISSUANCE OF SHARES OF
          RALCORP HOLDINGS, INC. COMMON STOCK IN
          CONNECTION WITH THE MERGER.


- --------------------------------------------------------------------------------
WILLAMETTE VALLEY VINEYARDS, INC.

SECURITY        969136100         MEETING TYPE   Annual
TICKER SYMBOL   WVVI              MEETING DATE   20-Jul-2008
ISIN            US9691361003      AGENDA         932930197 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES W. BERNAU                                                                For           For
          2    JAMES L. ELLIS                                                                 For           For
          3    THOMAS M. BRIAN                                                                For           For
          4    SEAN M. CARY                                                                   For           For
          5    DELNA L. JONES                                                                 For           For
          6    BETTY M. O'BRIEN                                                               For           For
          7    CRAIG SMITH                                                                    For           For
          8    STAN G. TUREL                                                                  For           For


- --------------------------------------------------------------------------------
PLANTRONICS, INC.

SECURITY        727493108         MEETING TYPE   Annual
TICKER SYMBOL   PLT               MEETING DATE   23-Jul-2008
ISIN            US7274931085      AGENDA         932926225 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARV TSEU                                                                      For           For
          2    KEN KANNAPPAN                                                                  For           For
          3    BRIAN DEXHEIMER                                                                For           For
          4    GREGG HAMMANN                                                                  For           For
          5    JOHN HART                                                                      For           For
          6    MARSHALL MOHR                                                                  For           For
          7    ROGER WERY                                                                     For           For
02        RATIFY AND APPROVE AMENDMENTS TO THE 2003 STOCK                        Management   Against       Against
          PLAN.
03        RATIFY AND APPROVE AMENDMENTS TO THE 2002                              Management   For           For
          EMPLOYEE STOCK PURCHASE PLAN.
04        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM OF PLANTRONICS
          FOR FISCAL 2009.


- --------------------------------------------------------------------------------
SSL INTERNATIONAL PLC, LONDON

SECURITY        G8401X108         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   SSL.L             MEETING DATE   24-Jul-2008
ISIN            GB0007981128      AGENDA         701649127 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1.        Receive the reports and the accounts for 2008 and the auditable        Management   For           For
          part of the remuneration report
2.        Approve the 2008 remuneration report                                   Management   For           For
3.        Declare the final dividend of 5.3 pence per ordinary share             Management   For           For
4.        Re-elect Mr. Richard Adam as a Director                                Management   For           For
5.        Re-elect Mr. Peter Read as a Director                                  Management   For           For
6.        Re-elect Mr. Garry Watts as a Director                                 Management   For           For
7.        Re-appoint KPMG Audit Plc as the Auditors of the Company               Management   For           For
8.        Authorize the Directors to set the Auditors' remuneration              Management   For           For
9.        Amend the rules of the SSL International Plc performance share         Management   For           For
          plan 2005
10        Approve to renew the authority given to Directors to allot shares      Management   For           For
          up to an aggregate nominal amount of GBP 5,000,000
11        Approve to renew the authority given to Directors to allot equity      Management   For           For
          securities for cash pursuant other than on a pro-rota basis
          including the authority to sell or allot treasury shares up to an
          aggregate nominal amount of GBP 955,523
12        Grant authority 18,950,000 ordinary shares for market purchase         Management   For           For
13        Adopt the new Articles of Association                                  Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              4

- --------------------------------------------------------------------------------
BROWN-FORMAN CORPORATION

SECURITY        115637100         MEETING TYPE   Annual
TICKER SYMBOL   BFA               MEETING DATE   24-Jul-2008
ISIN            US1156371007      AGENDA         932933131 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    P. BOUSQUET-CHAVANNE                                                           For           For
          2    BARRY D. BRAMLEY                                                               For           For
          3    GEO. GARVIN BROWN IV                                                           For           For
          4    MARTIN S. BROWN, JR.                                                           For           For
          5    DONALD G. CALDER                                                               For           For
          6    SANDRA A. FRAZIER                                                              For           For
          7    RICHARD P. MAYER                                                               For           For
          8    WILLIAM E. MITCHELL                                                            For           For
          9    MATTHEW R. SIMMONS                                                             For           For
          10   WILLIAM M. STREET                                                              For           For
          11   DACE BROWN STUBBS                                                              For           For
          12   PAUL C. VARGA                                                                  For           For
          13   JAMES S. WELCH, JR.                                                            For           For


- --------------------------------------------------------------------------------
RTI BIOLOGICS INC

SECURITY        74975N105         MEETING TYPE   Annual
TICKER SYMBOL   RTIX              MEETING DATE   29-Jul-2008
ISIN            US74975N1054      AGENDA         932931668 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER F. GEAREN                                                                For           For
          2    MICHAEL J. ODRICH                                                              For           For
          3    ADRIAN J.R. SMITH                                                              For           For
          4    UDO HENSELER                                                                   For           For


- --------------------------------------------------------------------------------
KEMET CORPORATION

SECURITY        488360108         MEETING TYPE   Annual
TICKER SYMBOL   KEM               MEETING DATE   30-Jul-2008
ISIN            US4883601084      AGENDA         932932379 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH V. BORRUSO                                                              For           For
          2    E. ERWIN MADDREY, II                                                           For           For
          3    FRANK G. BRANDENBERG                                                           For           For
02        THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS                     Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING MARCH 31, 2009.
03        STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR                            Shareholder  Against       For
          ANNUALLY.


- --------------------------------------------------------------------------------
IAC/INTERACTIVECORP

SECURITY        44919P300         MEETING TYPE   Annual
TICKER SYMBOL   IACI              MEETING DATE   01-Aug-2008
ISIN            US44919P3001      AGENDA         932936959 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDGAR BRONFMAN, JR.                                                            For           For
          2    BARRY DILLER                                                                   For           For
          3    VICTOR A. KAUFMAN                                                              For           For
          4    DONALD R. KEOUGH                                                               For           For
          5    BRYAN LOURD                                                                    For           For
          6    JOHN C. MALONE                                                                 For           For
          7    ARTHUR C. MARTINEZ                                                             For           For
          8    STEVEN RATTNER                                                                 For           For
          9    ALAN G. SPOON                                                                  For           For
          10   DIANE VON FURSTENBERG                                                          For           For
          11   MICHAEL P. ZEISSER                                                             For           For
02        TO APPROVE THE PREFERRED STOCK MERGER                                  Management   For           For
          PROPOSAL, WHICH INVOLVES THE APPROVAL OF THE
          ADOPTION OF A MERGER AGREEMENT TO FACILITATE THE
          MERGER OF A WHOLLY-OWNED SUBSIDIARY OF IAC WITH
          AND INTO IAC, IN CONNECTION WITH WHICH EACH SHARE
          OF SERIES B PREFERRED STOCK WILL BE CONVERTED
          INTO THE RIGHT TO RECEIVE A CASH PAYMENT.
03        TO APPROVE THE REVERSE STOCK SPLIT PROPOSAL,                           Management   For           For
          WHICH INVOLVES THE APPROVAL OF AN AMENDMENT TO
          IAC'S RESTATED CERTIFICATE OF INCORPORATION TO
          EFFECT A ONE-FOR-TWO REVERSE STOCK SPLIT OF IAC
          COMMON STOCK AND CLASS B COMMON STOCK, WHICH
          MAY BE IMPLEMENTED BY IAC'S BOARD OF DIRECTORS IN
          ITS SOLE DISCRETION IMMEDIATELY FOLLOWING THE
          COMPLETION OF THE SPIN-OFFS.
04        TO APPROVE THE 2008 STOCK AND ANNUAL INCENTIVE                         Management   Against       Against
          PLAN PROPOSAL.
05        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          IAC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE 2008 FISCAL YEAR.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              5

- --------------------------------------------------------------------------------
ENODIS PLC, LONDON

SECURITY        G01616104         MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   ENO.L             MEETING DATE   04-Aug-2008
ISIN            GB0000931526      AGENDA         701661375 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE THAT THIS IS AN OGM. THANK YOU.                            Non-Voting
S.1       Approve, for the purpose of giving effect to the Scheme of             Management   For           For
          Arrangement dated 10 JUL 2008 between the company and
          Scheme Shareholders [as defined in the said Scheme of
          Arrangement] as specified, in its original form or with or subject to
          any modification, addition or condition approved or imposed by the
          Court and agreed to by the Company and MTW County [as
          defined in the Scheme of Arrangement] [the "Scheme"]: authorize
          the Directors of the Company to take all actions as they may
          consider necessary or appropriate for carrying the Scheme into
          effect; to reduce the share capital of the Company by canceling
          and extinguishing all of the Scheme Shares [as specified];
          approve, subject to, and forthwith upon, the reduction of capital as
          referred to in this Resolution [the "Reduction of capital"] taking
          effect: (i) the share capital of the Company be increased to its
          former amount by the creation of such member of new ordinary
          shares of 10 pence each as is equal to the number of Scheme
          Shares cancelled pursuant to this


- --------------------------------------------------------------------------------
AIRGAS, INC.

SECURITY        009363102         MEETING TYPE   Annual
TICKER SYMBOL   ARG               MEETING DATE   05-Aug-2008
ISIN            US0093631028      AGENDA         932931985 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM O. ALBERTINI                                                           For           For
          2    LEE M. THOMAS                                                                  For           For
          3    JOHN C. VAN RODEN, JR.                                                         For           For
02        RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S                      Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        APPROVE THE AIRGAS EXECUTIVE BONUS PLAN.                               Management   For           For


- --------------------------------------------------------------------------------
TIVO INC.

SECURITY        888706108         MEETING TYPE   Annual
TICKER SYMBOL   TIVO              MEETING DATE   06-Aug-2008
ISIN            US8887061088      AGENDA         932931466 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARK PERRY                                                                     For           For
          2    THOMAS ROGERS                                                                  For           For
          3    JOSEPH UVA                                                                     For           For
02        TO RATIFY THE SELECTION OF KPMG LLP AS THE                             Management   For           For
          COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
          YEAR ENDING JANUARY 31, 2009.
03        TO APPROVE OUR 2008 EQUITY INCENTIVE AWARD PLAN                        Management   Against       Against
          AND TO RESERVE 5,400,000 SHARES OF OUR COMMON
          STOCK FOR ISSUANCE PURSUANT TO THE PLAN.
04        TO APPROVE THE AMENDMENT OF THE AMENDED &                              Management   For           For
          RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN TO
          EXTEND THE TERM OF THE PLAN TO THE TENTH
          ANNIVERSARY OF THE STOCKHOLDER APPROVAL OF THE
          AMENDMENT TO THE PLAN AND TO INCREASE THE
          NUMBER OF SHARES OF OUR COMMON STOCK RESERVED
          FOR ISSUANCE UNDER THE PLAN BY 4,500,000 SHARES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              6

- --------------------------------------------------------------------------------
HAWKINS, INC.

SECURITY        420261109         MEETING TYPE   Annual
TICKER SYMBOL   HWKN              MEETING DATE   07-Aug-2008
ISIN            US4202611095      AGENDA         932936113 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN S. MCKEON                                                                 For           For
          2    JOHN R. HAWKINS                                                                For           For
          3    HOWARD M. HAWKINS                                                              For           For
          4    DUANE M. JERGENSON                                                             For           For
          5    G. ROBERT GEY                                                                  For           For
          6    DARYL I. SKAAR                                                                 For           For
          7    EAPEN CHACKO                                                                   For           For
          8    JAMES A. FAULCONBRIDGE                                                         For           For


- --------------------------------------------------------------------------------
PRECISION CASTPARTS CORP.

SECURITY        740189105         MEETING TYPE   Annual
TICKER SYMBOL   PCP               MEETING DATE   12-Aug-2008
ISIN            US7401891053      AGENDA         932930630 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DON R. GRABER                                                                  For           For
          2    LESTER L. LYLES                                                                For           For
02        APPROVAL OF THE 2008 EMPLOYEE STOCK PURCHASE                           Management   For           For
          PLAN
03        APPROVAL OF AMENDMENTS TO THE 2001 STOCK                               Management   For           For
          INCENTIVE PLAN
04        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
MONRO MUFFLER BRAKE, INC.

SECURITY        610236101         MEETING TYPE   Annual
TICKER SYMBOL   MNRO              MEETING DATE   12-Aug-2008
ISIN            US6102361010      AGENDA         932936101 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD A. BERENSON                                                            For           For
          2    DONALD GLICKMAN                                                                For           For
          3    LIONEL B. SPIRO                                                                For           For
          4    ELIZABETH A. WOLSZON                                                           For           For
02        TO RATIFY THE PROPOSAL REGARDING REEVALUATING                          Management   For           For
          THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS.


- --------------------------------------------------------------------------------
LA-Z-BOY INCORPORATED

SECURITY        505336107         MEETING TYPE   Annual
TICKER SYMBOL   LZB               MEETING DATE   20-Aug-2008
ISIN            US5053361078      AGENDA         932933636 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KURT L. DARROW                                                                 For           For
          2    JAMES W. JOHNSTON                                                              For           For
          3    H. GEORGE LEVY                                                                 For           For
          4    W. ALAN MCCOLLOUGH                                                             For           For
02        BOARD PROPOSAL TO RATIFY THE SELECTION OF                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.
03        BOARD PROPOSAL TO AMEND ARTICLES OF                                    Management   For           For
          INCORPORATION AND BYLAWS TO REDUCE THE VOTE
          REQUIRED FOR SHAREHOLDER AMENDMENT OF BYLAWS
          FROM 67% TO A MAJORITY.
04        BOARD PROPOSAL TO AMEND ARTICLES OF                                    Management   For           For
          INCORPORATION TO ELIMINATE THE HIGH VOTE
          REQUIREMENT FOR CERTAIN MERGERS AND OTHER
          TRANSACTIONS.
05        SHAREHOLDER PROPOSAL TO AMEND BYLAWS TO                                Shareholder  Against       For
          REORGANIZE THE BOARD OF DIRECTORS INTO ONE
          CLASS.


- --------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY

SECURITY        832696405         MEETING TYPE   Annual
TICKER SYMBOL   SJM               MEETING DATE   21-Aug-2008
ISIN            US8326964058      AGENDA         932934715 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    VINCENT C. BYRD                                                                For           For
          2    R. DOUGLAS COWAN                                                               For           For
          3    ELIZABETH VALK LONG                                                            For           For
02        RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP                       Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              7

- --------------------------------------------------------------------------------
CALIFORNIA MICRO DEVICES CORPORATION

SECURITY        130439102         MEETING TYPE   Annual
TICKER SYMBOL   CAMD              MEETING DATE   21-Aug-2008
ISIN            US1304391022      AGENDA         932936430 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT V. DICKINSON                                                            For           For
          2    WADE F. MEYERCORD                                                              For           For
          3    DR. EDWARD C. ROSS                                                             For           For
          4    DR. DAVID W. SEAR                                                              For           For
          5    DR. JOHN L. SPRAGUE                                                            For           For
          6    DAVID L. WITTROCK                                                              For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT                            Management   For           For
          THORNTON LLP AS THE INDEPENDENT REGISTERED
          PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
          YEAR ENDING MARCH 31, 2009.
03        PROPOSAL TO AMEND THE 2004 OMNIBUS INCENTIVE                           Management   Against       Against
          COMPENSATION PLAN TO INCREASE THE TOTAL NUMBER
          OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY
          950,000 SHARES FROM 4,140,412 SHARES TO 5,090,412
          SHARES.
04        PROPOSAL TO AMEND THE 1995 EMPLOYEE STOCK                              Management   For           For
          PURCHASE PLAN TO INCREASE THE TOTAL NUMBER OF
          SHARES RESERVED FOR ISSUANCE THEREUNDER BY
          200,000 SHARES FROM 1,740,000 SHARES TO 1,940,000
          SHARES.


- --------------------------------------------------------------------------------
PSS WORLD MEDICAL, INC.

SECURITY        69366A100         MEETING TYPE   Annual
TICKER SYMBOL   PSSI              MEETING DATE   21-Aug-2008
ISIN            US69366A1007      AGENDA         932941265 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES E. ADAIR                                                               For           For
          2    ALVIN R. CARPENTER                                                             For           For
          3    STEPHEN H. ROGERS                                                              For           For


- --------------------------------------------------------------------------------
MATRIXX INITIATIVES, INC.

SECURITY        57685L105         MEETING TYPE   Annual
TICKER SYMBOL   MTXX              MEETING DATE   26-Aug-2008
ISIN            US57685L1052      AGENDA         932937999 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LORI H. BUSH                                                                   For           For
          2    CARL J. JOHNSON                                                                For           For
02        TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN                             Management   For           For
          MCCANN P.C. AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM OF MATRIXX INITIATIVES, INC. FOR THE
          FISCAL YEAR ENDING MARCH 31, 2009.


- --------------------------------------------------------------------------------
CAPSTONE TURBINE CORPORATION

SECURITY        14067D102         MEETING TYPE   Annual
TICKER SYMBOL   CPST              MEETING DATE   28-Aug-2008
ISIN            US14067D1028      AGENDA         932935541 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ELIOT G. PROTSCH                                                               For           For
          2    RICHARD K. ATKINSON                                                            For           For
          3    JOHN V. JAGGERS                                                                For           For
          4    DARREN R. JAMISON                                                              For           For
          5    NOAM LOTAN                                                                     For           For
          6    GARY J. MAYO                                                                   For           For
          7    GARY D. SIMON                                                                  For           For
          8    HOLLY A. VAN DEURSEN                                                           For           For
          9    DARRELL J. WILK                                                                For           For
02        APPROVAL OF THE RIGHTS AGREEMENT, DATED AS OF                          Management   Against       Against
          JULY 7, 2005, WITH MELLON INVESTOR SERVICES LLC, AS
          AMENDED.
03        APPROVAL OF THE CAPSTONE TURBINE CORPORATION                           Management   For           For
          EXECUTIVE PERFORMANCE INCENTIVE PLAN.
04        APPROVAL OF AN AMENDMENT TO THE CAPSTONE                               Management   Against       Against
          TURBINE CORPORATION AMENDED AND RESTATED 2000
          EQUITY INCENTIVE PLAN.
05        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH
          31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              8

- --------------------------------------------------------------------------------
K-V PHARMACEUTICAL COMPANY

SECURITY        482740206         MEETING TYPE   Annual
TICKER SYMBOL   KVA               MEETING DATE   05-Sep-2008
ISIN            US4827402060      AGENDA         932943120 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        AMENDMENT OF THE COMPANY'S CERTIFICATE OF                              Management   For           For
          INCORPORATION TO PROVIDE THAT MEMBERS OF THE
          BOARD OF DIRECTORS BE ELECTED ANNUALLY.
02        DIRECTOR                                                               Management
          1    JEAN M. BELLIN*                                                                For           For
          2    KEVIN S. CARLIE*                                                               For           For
          3    TERRY B. HATFIELD*                                                             For           For
          4    DAVID S. HERMELIN*                                                             For           For
          5    MARC S. HERMELIN*                                                              For           For
          6    RONALD J. KANTERMAN*                                                           For           For
          7    JONATHON E. KILLMER*                                                           For           For
          8    NORMAN D. SCHELLENGER*                                                         For           For
          9    JEAN M. BELLIN**                                                               For           For
          10   TERRY B. HATFIELD**                                                            For           For
          11   NORMAN D. SCHELLENGER**                                                        For           For
          12   KEVIN S. CARLIE***                                                             For           For
          13   MARC S. HERMELIN***                                                            For           For
05        AMENDMENT OF THE COMPANY'S INCENTIVE STOCK                             Management   Against       Against
          OPTION PLAN TO INCREASE BY 3,000,000 THE NUMBER OF
          SHARES OF CLASS A COMMON STOCK AVAILABLE FOR
          ISSUANCE UPON EXERCISE OF STOCK OPTIONS GRANTED
          UNDER THE PLAN.
06        RATIFICATION OF ENGAGEMENT OF KPMG LLP AS THE                          Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
NATHAN'S FAMOUS, INC.

SECURITY        632347100         MEETING TYPE   Annual
TICKER SYMBOL   NATH              MEETING DATE   09-Sep-2008
ISIN            US6323471002      AGENDA         932939210 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT J. EIDE                                                                 For           For
          2    ERIC GATOFF                                                                    For           For
          3    BRIAN S. GENSON                                                                For           For
          4    BARRY LEISTNER                                                                 For           For
          5    HOWARD M. LORBER                                                               For           For
          6    WAYNE NORBITZ                                                                  For           For
          7    DONALD L. PERLYN                                                               For           For
          8    A.F. PETROCELLI                                                                For           For
          9    CHARLES RAICH                                                                  For           For


- --------------------------------------------------------------------------------
SORL AUTO PARTS, INC.

SECURITY        78461U101         MEETING TYPE   Annual
TICKER SYMBOL   SORL              MEETING DATE   09-Sep-2008
ISIN            US78461U1016      AGENDA         932940340 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    XIAO PING ZHANG                                                                For           For
          2    XIAO FENG ZHANG                                                                For           For
          3    JUNG KANG CHANG                                                                For           For
          4    LI MIN ZHANG                                                                   For           For
          5    ZHI ZHONG WANG                                                                 For           For
          6    YI GUANG HUO                                                                   For           For
          7    JIANG HUA FENG                                                                 For           For
02        TO RATIFY THE APPOINTMENT OF ROTENBERG & CO. LLP                       Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL YEAR 2008.


- --------------------------------------------------------------------------------
LEVCOR INTERNATIONAL, INC.

SECURITY        52729D102         MEETING TYPE   Special
TICKER SYMBOL   LEVC              MEETING DATE   10-Sep-2008
ISIN            US52729D1028      AGENDA         932946455 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVE, ACTION BY OUR BOARD, A 1-TO-300,000                           Management   Against       Against
          REVERSE STOCK SPLIT OF COMMON STOCK, WITH RESULT
          THAT (I) HOLDINGS PRIOR TO SUCH SPLIT OF FEWER THAN
          300,000 SHARES WILL BE CONVERTED INTO A RIGHT TO
          RECEIVE CASH CONSIDERATION DESCRIBED IN THE
          PROXY STATEMENT, (II) DEREGISTER COMMON STOCK,
          AND THUS AVOID COSTS ASSOCIATED WITH BEING A
          PUBLIC REPORTING COMPANY




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                              9

- --------------------------------------------------------------------------------
TRIARC COMPANIES, INC.

SECURITY        895927101         MEETING TYPE   Annual
TICKER SYMBOL   TRY               MEETING DATE   15-Sep-2008
ISIN            US8959271011      AGENDA         932947774 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        AMENDMENT TO TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED SHARES OF TRIARC CLASS A COMMON
          STOCK.
02        AMENDMENT TO TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO CONVERT EACH ISSUED AND
          OUTSTANDING SHARE OF CLASS B COMMON STOCK INTO
          ONE SHARE OF CLASS A COMMON STOCK.
03        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO CHANGE THE NAME OF TRIARC TO
          "WENDY'S/ARBY'S GROUP, INC."
04        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROHIBIT THE ISSUANCE OF
          PREFERRED STOCK TO AFFILIATES UNDER CERTAIN
          CIRCUMSTANCES.
05        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO AMEND THE DEFINITION OF
          "INTERESTED STOCKHOLDERS."
06        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROHIBIT THE BOARD OF DIRECTORS
          FROM AMENDING CERTAIN PROVISIONS OF THE BYLAWS.
07        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROVIDE THAT THE PURPOSE OF
          TRIARC IS TO ENGAGE IN RESTAURANT BUSINESS.
08        ISSUANCE OF COMMON STOCK IN THE MERGER.                                Management   For           For
09        POSSIBLE ADJOURNMENT OF THE TRIARC ANNUAL                              Management   For           For
          MEETING.
10        DIRECTOR                                                               Management
          1    NELSON PELTZ                                                                   For           For
          2    PETER W. MAY                                                                   For           For
          3    HUGH L. CAREY                                                                  For           For
          4    CLIVE CHAJET                                                                   For           For
          5    EDWARD P. GARDEN                                                               For           For
          6    JOSEPH A. LEVATO                                                               For           For
          7    DAVID E. SCHWAB II                                                             For           For
          8    ROLAND C. SMITH                                                                For           For
          9    RAYMOND S. TROUBH                                                              For           For
          10   R.V. UMPHENOUR, JR.                                                            For           For
          11   JACK G. WASSERMAN                                                              For           For
11        APPROVAL OF AN AMENDMENT TO THE TRIARC AMENDED                         Management   For           For
          AND RESTATED 2002 EQUITY PARTICIPATION PLAN.
12        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
TRIARC COMPANIES, INC.

SECURITY        895927309         MEETING TYPE   Annual
TICKER SYMBOL   TRYB              MEETING DATE   15-Sep-2008
ISIN            US8959273090      AGENDA         932947774 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        AMENDMENT TO TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED SHARES OF TRIARC CLASS A COMMON
          STOCK.
02        AMENDMENT TO TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO CONVERT EACH ISSUED AND
          OUTSTANDING SHARE OF CLASS B COMMON STOCK INTO
          ONE SHARE OF CLASS A COMMON STOCK.
03        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO CHANGE THE NAME OF TRIARC TO
          "WENDY'S/ARBY'S GROUP, INC."
04        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROHIBIT THE ISSUANCE OF
          PREFERRED STOCK TO AFFILIATES UNDER CERTAIN
          CIRCUMSTANCES.
05        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO AMEND THE DEFINITION OF
          "INTERESTED STOCKHOLDERS."
06        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROHIBIT THE BOARD OF DIRECTORS
          FROM AMENDING CERTAIN PROVISIONS OF THE BYLAWS.
07        AMENDMENT OF TRIARC'S CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROVIDE THAT THE PURPOSE OF
          TRIARC IS TO ENGAGE IN RESTAURANT BUSINESS.
08        ISSUANCE OF COMMON STOCK IN THE MERGER.                                Management   For           For
09        POSSIBLE ADJOURNMENT OF THE TRIARC ANNUAL                              Management   For           For
          MEETING.
10        DIRECTOR                                                               Management
          1    NELSON PELTZ                                                                   For           For
          2    PETER W. MAY                                                                   For           For
          3    HUGH L. CAREY                                                                  For           For
          4    CLIVE CHAJET                                                                   For           For
          5    EDWARD P. GARDEN                                                               For           For
          6    JOSEPH A. LEVATO                                                               For           For
          7    DAVID E. SCHWAB II                                                             For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             10


                                                                                                
          8    ROLAND C. SMITH                                                                For           For
          9    RAYMOND S. TROUBH                                                              For           For
          10   R.V. UMPHENOUR, JR.                                                            For           For
          11   JACK G. WASSERMAN                                                              For           For
11        APPROVAL OF AN AMENDMENT TO THE TRIARC AMENDED                         Management   For           For
          AND RESTATED 2002 EQUITY PARTICIPATION PLAN.
12        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
MICRUS ENDOVASCULAR CORPORATION

SECURITY        59518V102         MEETING TYPE   Annual
TICKER SYMBOL   MEND              MEETING DATE   16-Sep-2008
ISIN            US59518V1026      AGENDA         932941734 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    L. NELSON HOPKINS, M.D.                                                        For           For
          2    FRANCIS J. SHAMMO                                                              For           For
02        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING MARCH 31, 2009.


- --------------------------------------------------------------------------------
DISCOVERY HOLDING COMPANY

SECURITY        25468Y107         MEETING TYPE   Annual
TICKER SYMBOL   DISCA             MEETING DATE   16-Sep-2008
ISIN            US25468Y1073      AGENDA         932945655 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        MERGER PROPOSAL: TO CONSIDER AND VOTE UPON A                           Management   For           For
          PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
          MERGER, DATED AS OF JUNE 4, 2008.
02        PREFERRED STOCK ISSUANCE PROPOSAL: TO CONSIDER                         Management   For           For
          AND VOTE UPON A PROPOSAL TO ISSUE NEW DISCOVERY
          SERIES A AND SERIES C CONVERTIBLE PREFERRED
          STOCK TO ADVANCE/NEWHOUSE PROGRAMMING
          PARTNERSHIP.
03        AUTHORIZED STOCK PROPOSAL: TO CONSIDER AND VOTE                        Management   For           For
          UPON A PROPOSAL TO INCREASE THE NUMBER OF
          SHARES OF COMMON STOCK AND PREFERRED STOCK
          WHICH NEW DISCOVERY WILL HAVE AUTHORITY TO ISSUE.
04        INCENTIVE PLAN PROPOSAL: TO CONSIDER AND VOTE                          Management   Against       Against
          UPON A PROPOSAL TO INCREASE THE NUMBER OF
          SHARES OF COMMON STOCK WITH RESPECT TO WHICH
          AWARDS MAY BE GRANTED UNDER THE DISCOVERY
          HOLDING COMPANY 2005 INCENTIVE PLAN.
05        DIRECTOR                                                               Management
          1    JOHN C MALONE                                                                  For           For
          2    ROBERT R BENNETT                                                               For           For
06        AUDITOR RATIFICATION PROPOSAL: TO CONSIDER AND                         Management   For           For
          VOTE UPON A PROPOSAL TO RATIFY THE SELECTION OF
          KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2008.


- --------------------------------------------------------------------------------
WHX CORPORATION

SECURITY        929248508         MEETING TYPE   Annual
TICKER SYMBOL   WXCP              MEETING DATE   16-Sep-2008
ISIN            US9292485086      AGENDA         932946708 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WARREN G. LICHTENSTEIN                                                         For           For
          2    JACK L. HOWARD                                                                 For           For
          3    GLEN M. KASSAN                                                                 For           For
          4    LOUIS KLEIN, JR.                                                               For           For
          5    JOHN H. MCNAMARA JR.                                                           For           For
          6    JOHN J. QUICKE                                                                 For           For
          7    GAREN W. SMITH                                                                 For           For
02        AUTHORIZE THE BOARD, AT ITS DISCRETION, TO AMEND                       Management   For           For
          THE AMENDED AND RESTATED CERTIFICATE OF
          INCORPORATION TO INCREASE THE AUTHORIZED CAPITAL
          STOCK FROM 55,000,000 SHARES, CONSISTING OF
          50,000,000 SHARES OF COMMON STOCK AND 5,000,000
          SHARES OF PREFERRED STOCK TO 185,000,000 SHARES,
          CONSISTING OF 180,000,000 SHARES OF COMMON STOCK
          AND 5,000,000 SHARES OF PREFERRED STOCK.
03        TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO                          Management   For           For
          AMEND THE COMPANY'S AMENDED AND RESTATED
          CERTIFICATE OF INCORPORATION TO MAKE CERTAIN
          CLARIFYING AMENDMENTS TO PROTECT THE AVAILABILITY
          OF THE COMPANY'S NET OPERATING LOSS CARRY
          FORWARDS UNDER SECTION 382 OF THE INTERNAL
          REVENUE CODE IN CONNECTION WITH THE COMPANY'S
          PENDING RIGHTS OFFERING.
04        RATIFICATION OF THE APPOINTMENT OF GRANT                               Management   For           For
          THORNTON LLP AS THE INDEPENDENT PUBLIC
          ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
          ENDING DECEMBER 31, 2008.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             11

- --------------------------------------------------------------------------------
JOHN WILEY & SONS, INC.

SECURITY        968223305         MEETING TYPE   Annual
TICKER SYMBOL   JWB               MEETING DATE   18-Sep-2008
ISIN            US9682233054      AGENDA         932941847 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WARREN J. BAKER                                                                For           For
          2    RICHARD M HOCHHAUSER                                                           For           For
          3    MATTHEW S. KISSNER                                                             For           For
          4    EDUARDO MENASCE                                                                For           For
          5    WILLIAM J. PESCE                                                               For           For
          6    BRADFORD WILEY II                                                              For           For
          7    PETER BOOTH WILEY                                                              For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS                      Management   For           For
          INDEPENDENT ACCOUNTANTS.


- --------------------------------------------------------------------------------
METHODE ELECTRONICS, INC.

SECURITY        591520200         MEETING TYPE   Annual
TICKER SYMBOL   MEI               MEETING DATE   18-Sep-2008
ISIN            US5915202007      AGENDA         932943601 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WALTER J. ASPATORE                                                             For           For
          2    WARREN L. BATTS                                                                For           For
          3    J. EDWARD COLGATE                                                              For           For
          4    DARREN M. DAWSON                                                               For           For
          5    DONALD W. DUDA                                                                 For           For
          6    ISABELLE C. GOOSSEN                                                            For           For
          7    CHRISTOPHER J. HORNUNG                                                         For           For
          8    PAUL G. SHELTON                                                                For           For
          9    LAWRENCE B. SKATOFF                                                            For           For
02        THE RATIFICATION OF THE AUDIT COMMITTEE'S                              Management   For           For
          SELECTION OF ERNST & YOUNG LLP TO SERVE AS OUR
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING MAY 2, 2009.


- --------------------------------------------------------------------------------
SKYLINE CORPORATION

SECURITY        830830105         MEETING TYPE   Annual
TICKER SYMBOL   SKY               MEETING DATE   18-Sep-2008
ISIN            US8308301055      AGENDA         932946001 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ARTHUR J. DECIO                                                                For           For
          2    THOMAS G. DERANEK                                                              For           For
          3    JOHN C. FIRTH                                                                  For           For
          4    JERRY HAMMES                                                                   For           For
          5    RONALD F. KLOSKA                                                               For           For
          6    WILLIAM H. LAWSON                                                              For           For
          7    DAVID T. LINK                                                                  For           For
          8    ANDREW J. MCKENNA                                                              For           For


- --------------------------------------------------------------------------------
FLEETWOOD ENTERPRISES, INC.

SECURITY        339099103         MEETING TYPE   Annual
TICKER SYMBOL   FLE               MEETING DATE   18-Sep-2008
ISIN            US3390991038      AGENDA         932947180 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LOREN K. CARROLL                                                               For           For
          2    J. MICHAEL HAGAN                                                               For           For
          3    JOHN T. MONTFORD                                                               For           For
02        APPROVE TO INCREASE THE TOTAL NUMBER OF SHARES                         Management   For           For
          OF CAPITAL STOCK THAT FLEETWOOD IS AUTHORIZED TO
          ISSUE FROM 160,000,000 SHARES TO 310,000,000 SHARES
          BY INCREASING THE TOTAL NUMBER OF AUTHORIZED
          SHARES OF COMMON STOCK FROM 150,000,000 SHARES
          TO 300,000,000 SHARES AND TO DECREASE THE PAR
          VALUE OF THE COMMON STOCK FROM $1.00 PER SHARE
          TO $0.01 PER SHARE.
03        TO APPROVE THE POSSIBLE ISSUANCE OF SHARES OF                          Management   For           For
          COMMON STOCK IN SETTLEMENT OF OUR POTENTIAL
          OBLIGATION TO REPURCHASE OUR OUTSTANDING 5%
          CONVERTIBLE SENIOR SUBORDINATED DEBENTURES.
04        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR FISCAL 2009.
05        TO AUTHORIZE THE BOARD OF DIRECTORS, IN ITS                            Management   For           For
          DISCRETION, TO ADJOURN OR POSTPONE THE ANNUAL
          MEETING.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             12

- --------------------------------------------------------------------------------
CASEY'S GENERAL STORES, INC.

SECURITY        147528103         MEETING TYPE   Annual
TICKER SYMBOL   CASY              MEETING DATE   19-Sep-2008
ISIN            US1475281036      AGENDA         932945023 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD M. LAMB                                                                 For           For
          2    ROBERT J. MYERS                                                                For           For
          3    DIANE C. BRIDGEWATER                                                           For           For
          4    JOHNNY DANOS                                                                   For           For
          5    PATRICIA CLARE SULLIVAN                                                        For           For
          6    KENNETH H. HAYNIE                                                              For           For
          7    WILLIAM C. KIMBALL                                                             For           For
          8    JEFFREY M. LAMBERTI                                                            For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL
          YEAR 2009.


- --------------------------------------------------------------------------------
DEL MONTE FOODS COMPANY

SECURITY        24522P103         MEETING TYPE   Annual
TICKER SYMBOL   DLM               MEETING DATE   25-Sep-2008
ISIN            US24522P1030      AGENDA         932944576 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR                       Management   For           For
          THREE-YEAR TERM: TIMOTHY G. BRUER
1B        ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR                       Management   For           For
          THREE-YEAR TERM: MARY R. HENDERSON
1C        ELECTION OF CLASS II DIRECTOR TO HOLD OFFICE FOR                       Management   For           For
          THREE-YEAR TERM: SHARON L. MCCOLLAM
02        TO RATIFY THE APPOINTMENT OF KPMG LLP, AN                              Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
          AS DEL MONTE FOODS COMPANY'S INDEPENDENT
          AUDITOR FOR ITS FISCAL YEAR ENDING MAY 3, 2009.


- --------------------------------------------------------------------------------
CENTENNIAL COMMUNICATIONS CORP.

SECURITY        15133V208         MEETING TYPE   Annual
TICKER SYMBOL   CYCL              MEETING DATE   25-Sep-2008
ISIN            US15133V2088      AGENDA         932946784 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DARREN C. BATTISTONI                                                           For           For
          2    MICHAEL R. COLTRANE                                                            For           For
          3    ANTHONY J. DE NICOLA                                                           For           For
          4    THOMAS E. MCINERNEY                                                            For           For
          5    JOHN J. MUELLER                                                                For           For
          6    JAMES P. PELLOW                                                                For           For
          7    RAYMOND A. RANELLI                                                             For           For
          8    SCOTT N. SCHNEIDER                                                             For           For
          9    MICHAEL J. SMALL                                                               For           For
          10   PAUL H. SUNU                                                                   For           For
          11   J. STEPHEN VANDERWOUDE                                                         For           For
02        PROPOSAL TO APPROVE THE COMPANY'S 2008 STOCK                           Management   Against       Against
          OPTION AND RESTRICTED STOCK PURCHASE PLAN.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                       Management   For           For
          TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
          COMPANY FOR THE FISCAL YEAR ENDING MAY 31, 2009.


- --------------------------------------------------------------------------------
GERBER SCIENTIFIC, INC.

SECURITY        373730100         MEETING TYPE   Annual
TICKER SYMBOL   GRB               MEETING DATE   25-Sep-2008
ISIN            US3737301008      AGENDA         932949502 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD P. AIKEN                                                                For           For
          2    MARC T. GILES                                                                  For           For
          3    EDWARD G. JEPSEN                                                               For           For
          4    RANDALL D. LEDFORD                                                             For           For
          5    JOHN R. LORD                                                                   For           For
          6    CAROLE F. ST. MARK                                                             For           For
          7    W. JERRY VEREEN                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             13


                                                                                                
02        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE 2009 FISCAL YEAR
03        PROPOSAL TO APPROVE AN AMENDMENT TO THE GERBER                         Management   Against       Against
          SCIENTIFIC, INC. 2006 OMNIBUS INCENTIVE PLAN TO
          INCREASE BY 1,500,000 SHARES THE NUMBER OF SHARES
          OF THE COMPANY'S COMMON STOCK AVAILABLE FOR
          ISSUANCE UNDER THE PLAN


- --------------------------------------------------------------------------------
RENEGY HOLDINGS INC

SECURITY        75845J109         MEETING TYPE   Annual
TICKER SYMBOL   RNGY              MEETING DATE   25-Sep-2008
ISIN            US75845J1097      AGENDA         932952268 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD A. ABDOO                                                               For           For
02        PROPOSAL TO APPROVE THE AMENDED AND RESTATED                           Management   Against       Against
          2007 EQUITY INCENTIVE PLAN


- --------------------------------------------------------------------------------
MENTOR CORPORATION

SECURITY        587188103         MEETING TYPE   Annual
TICKER SYMBOL   MNT               MEETING DATE   29-Sep-2008
ISIN            US5871881034      AGENDA         932944526 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF                         Management   For           For
          MERGER, DATED AS OF JULY 9, 2008, BY AND AMONG
          MENTOR CORPORATION, MENTOR INTERNATIONAL
          HOLDINGS, INC. AND MNT MERGER SUB, INC.
02        DIRECTOR                                                               Management
          1    MICHAEL L. EMMONS                                                              For           For
          2    WALTER W. FASTER                                                               For           For
          3    MARGARET H. JORDAN                                                             For           For
          4    JOSHUA H. LEVINE                                                               For           For
          5    KATHERINE S. NAPIER                                                            For           For
          6    BURT E. ROSEN                                                                  For           For
          7    JOSEPH E. WHITTERS                                                             For           For
03        TO APPROVE THE AMENDMENT AND RESTATEMENT OF                            Management   Against       Against
          THE MENTOR CORPORATION 2005 LONG-TERM INCENTIVE
          PLAN SUCH THAT, AMONG OTHER THINGS, THE
          AGGREGATE NUMBER OF SHARES OF THE COMPANY'S
          COMMON STOCK AVAILABLE FOR GRANT IS INCREASED BY
          2,500,000 SHARES.
04        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH
          31, 2009.


- --------------------------------------------------------------------------------
ENERGYSOUTH, INC.

SECURITY        292970100         MEETING TYPE   Special
TICKER SYMBOL   ENSI              MEETING DATE   30-Sep-2008
ISIN            US2929701009      AGENDA         932950389 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO ADOPT THE AGREEMENT AND PLAN OF MERGER,                             Management   For           For
          DATED AS OF JULY 25, 2008, BY AND AMONG
          ENERGYSOUTH, INC., SEMPRA ENERGY AND EMS HOLDING
          CORP., AND APPROVE THE MERGER CONTEMPLATED
          THEREIN.
02        TO APPROVE THE ADJOURNMENT OF THE SPECIAL                              Management   For           For
          MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
          ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES
          AT THE TIME OF THE MEETING TO ADOPT THE AGREEMENT
          AND APPROVE THE MERGER.


- --------------------------------------------------------------------------------
THE MARCUS CORPORATION

SECURITY        566330106         MEETING TYPE   Annual
TICKER SYMBOL   MCS               MEETING DATE   07-Oct-2008
ISIN            US5663301068      AGENDA         932951088 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEPHEN H. MARCUS                                                              For           For
          2    DIANE MARCUS GERSHOWITZ                                                        For           For
          3    DANIEL F MCKEITHAN, JR                                                         For           For
          4    ALLAN H. SELIG                                                                 For           For
          5    TIMOTHY E. HOEKSEMA                                                            For           For
          6    BRUCE J. OLSON                                                                 For           For
          7    PHILIP L. MILSTEIN                                                             For           For
          8    BRONSON J. HAASE                                                               For           For
          9    JAMES D. ERICSON                                                               For           For
          10   GREGORY S. MARCUS                                                              For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             14

- --------------------------------------------------------------------------------
STRATTEC SECURITY CORPORATION

SECURITY        863111100         MEETING TYPE   Annual
TICKER SYMBOL   STRT              MEETING DATE   07-Oct-2008
ISIN            US8631111007      AGENDA         932951468 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MICHAEL J. KOSS                                                                For           For
          2    DAVID R. ZIMMER                                                                For           For


- --------------------------------------------------------------------------------
AAR CORP.

SECURITY        000361105         MEETING TYPE   Annual
TICKER SYMBOL   AIR               MEETING DATE   08-Oct-2008
ISIN            US0003611052      AGENDA         932951418 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD R. FOGLEMAN                                                             For           For
          2    PATRICK J. KELLY                                                               For           For
          3    TIMOTHY J. ROMENESKO                                                           For           For
          4    RONALD B. WOODARD                                                              For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                     Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 31,
          2009.


- --------------------------------------------------------------------------------
THE L.S. STARRETT COMPANY

SECURITY        855668109         MEETING TYPE   Annual
TICKER SYMBOL   SCX               MEETING DATE   08-Oct-2008
ISIN            US8556681091      AGENDA         932955834 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RALPH G. LAWRENCE                                                              For           For
          2    STEPHEN F. WALSH                                                               For           For
          3    SALVADOR DE CAMARGO, JR                                                        For           For


- --------------------------------------------------------------------------------
THE MOSAIC COMPANY

SECURITY        61945A107         MEETING TYPE   Annual
TICKER SYMBOL   MOS               MEETING DATE   09-Oct-2008
ISIN            US61945A1079      AGENDA         932948966 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID B. MATHIS                                                                For           For
          2    JAMES L. POPOWICH                                                              For           For
          3    JAMES T. PROKOPANKO                                                            For           For
          4    STEVEN M. SEIBERT                                                              For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
APRIA HEALTHCARE GROUP INC.

SECURITY        037933108         MEETING TYPE   Special
TICKER SYMBOL   AHG               MEETING DATE   10-Oct-2008
ISIN            US0379331087      AGENDA         932957155 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVE & ADOPT AGREEMENT & PLAN OF MERGER BY                          Management   For           For
          AND AMONG APRIA, SKY ACQUISITION LLC, A DELAWARE
          LIMITED LIABILITY COMPANY ("BUYER") AND SKY MERGER
          SUB CORPORATION, A DELAWARE CORPORATION
          ("MERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL
          BE MERGED WITH & INTO APRIA, AND APRIA WILL
          CONTINUE AS SURVIVING CORPORATION AND BECOME A
          WHOLLY-OWNED SUBSIDIARY OF BUYER.
02        PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF                            Management   For           For
          NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
          PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
          OF THE SPECIAL MEETING TO APPROVE AND ADOPT THE
          FIRST PROPOSAL DESCRIBED ABOVE.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             15

- --------------------------------------------------------------------------------
ORIENT-EXPRESS HOTELS LTD.

SECURITY        G67743107         MEETING TYPE   Contested-Special
TICKER SYMBOL   OEH               MEETING DATE   10-Oct-2008
ISIN            BMG677431071      AGENDA         932959301 - Opposition



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO AMEND THE BYE-LAWS OF THE COMPANY AND DIRECT                        Management   For           *
          THE BOARD OF DIRECTORS TO TAKE SUCH ACTION AS IS
          NECESSARY, TO TREAT THE CLASS B SHARES OF THE
          COMPANY PAR VALUE US$0.01 EACH (THE "CLASS B
          SHARES") AS 'TREASURY SHARES' UNDER BERMUDA LAW.
02        TO DIRECT THE BOARD OF DIRECTORS TO CANCEL ALL OF                      Management   For           *
          THE CLASS B SHARES.


*     MANAGEMENT POSITION UNKNOWN

- --------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY

SECURITY        832696405         MEETING TYPE   Special
TICKER SYMBOL   SJM               MEETING DATE   16-Oct-2008
ISIN            US8326964058      AGENDA         932953169 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE ISSUANCE OF SMUCKER COMMON                             Management   For           For
          SHARES IN A MERGER OF THE COFFEE BUSINESS OF P&G
          WITH A WHOLLY OWNED SUBSIDIARY OF SMUCKER AND
          TO AUTHORIZE THE TRANSACTIONS RELATING TO THE
          MERGER.
02        SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL,                         Management   For           For
          APPROVAL OF THE ADOPTION OF AMENDED ARTICLES OF
          INCORPORATION OF SMUCKER IN CONNECTION WITH THE
          MERGER TO CHANGE THE DATE APPLICABLE TO
          DETERMINING WHETHER A SHARE ENTITLES THE HOLDER
          THEREOF TO ONE VOTE PER SHARE OR TEN VOTES PER
          SHARE UNDER SMUCKER'S TIME PHASE VOTING RIGHTS
          TO THE CLOSING DATE OF THE MERGER.
03        APPROVAL OF ADJOURNMENTS OR POSTPONEMENTS OF                           Management   For           For
          THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
          FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT
          SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
          TO APPROVE THE ABOVE PROPOSALS.


- --------------------------------------------------------------------------------
THE J. M. SMUCKER COMPANY

SECURITY        832696405         MEETING TYPE   Special
TICKER SYMBOL   SJM               MEETING DATE   16-Oct-2008
ISIN            US8326964058      AGENDA         932955341 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE ISSUANCE OF SMUCKER COMMON                             Management   For           For
          SHARES IN A MERGER OF THE COFFEE BUSINESS OF P&G
          WITH A WHOLLY OWNED SUBSIDIARY OF SMUCKER AND
          TO AUTHORIZE THE TRANSACTIONS RELATING TO THE
          MERGER.
02        SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL,                         Management   For           For
          APPROVAL OF THE ADOPTION OF AMENDED ARTICLES OF
          INCORPORATION OF SMUCKER IN CONNECTION WITH THE
          MERGER TO CHANGE THE DATE APPLICABLE TO
          DETERMINING WHETHER A SHARE ENTITLES THE HOLDER
          THEREOF TO ONE VOTE PER SHARE OR TEN VOTES PER
          SHARE UNDER SMUCKER'S TIME PHASE VOTING RIGHTS
          TO THE CLOSING DATE OF THE MERGER.
03        APPROVAL OF ADJOURNMENTS OR POSTPONEMENTS OF                           Management   For           For
          THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
          FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT
          SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
          TO APPROVE THE ABOVE PROPOSALS.


- --------------------------------------------------------------------------------
MGP INGREDIENTS, INC.

SECURITY        55302G103         MEETING TYPE   Annual
TICKER SYMBOL   MGPI              MEETING DATE   16-Oct-2008
ISIN            US55302G1031      AGENDA         932958549 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GARY GRADINGER                                                                 For           For


- --------------------------------------------------------------------------------
ANGIODYNAMICS, INC.

SECURITY        03475V101         MEETING TYPE   Annual
TICKER SYMBOL   ANGO              MEETING DATE   21-Oct-2008
ISIN            US03475V1017      AGENDA         932954286 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    VINCENT A. BUCCI                                                               For           For
          2    HOWARD W. DONNELLY                                                             For           For
          3    CHARLES T. ORSATTI                                                             For           For
02        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS ANGIODYNAMICS'
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING MAY 31, 2009.
03        TO AMEND ANGIODYNAMICS' 2004 STOCK AND INCENTIVE                       Management   Against       Against
          AWARD PLAN TO INCREASE THE TOTAL NUMBER OF
          SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
          UNDER THE PLAN FROM 2,000,000 TO 3,000,000.
04        TO AMEND ANGIODYNAMICS' EMPLOYEE STOCK                                 Management   For           For
          PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER
          OF SHARES OF COMMON STOCK THAT MAY BE OFFERED
          UNDER THE PLAN FROM 200,000 TO 400,000.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             16

- --------------------------------------------------------------------------------
MAGNETEK, INC.

SECURITY        559424106         MEETING TYPE   Annual
TICKER SYMBOL   MAG               MEETING DATE   24-Oct-2008
ISIN            US5594241060      AGENDA         932955214 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DEWAIN K. CROSS                                                                For           For
          2    DAVID A. BLOSS, SR.                                                            For           For
          3    YON Y. JORDEN                                                                  For           For
          4    MITCHELL I. QUAIN                                                              For           For
          5    DAVID P. REILAND                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP TO SERVE AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.


- --------------------------------------------------------------------------------
INVITROGEN CORPORATION

SECURITY        46185R100         MEETING TYPE   Special
TICKER SYMBOL   IVGN              MEETING DATE   28-Oct-2008
ISIN            US46185R1005      AGENDA         932956165 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVE THE ISSUANCE OF INVITROGEN COMMON STOCK                        Management   For           For
          TO APPLIED BIOSYSTEMS STOCKHOLDERS IN THE
          MERGER OF APPLIED BIOSYSTEMS INC. ("ABI") WITH AND
          INTO ATOM ACQUISITION, LLC, AS CONTEMPLATED BY THE
          AGREEMENT AND PLAN OF MERGER, AS AMENDED BY
          AMENDMENT NO. 1 THERETO, BY AND AMONG
          INVITROGEN, ATOM ACQUISITION, LLC AND ABI, AS SUCH
          AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02        PROPOSAL TO APPROVE AN AMENDMENT TO                                    Management   For           For
          INVITROGEN'S RESTATED CERTIFICATE OF
          INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED SHARES OF INVITROGEN COMMON STOCK
          FROM 200,000,000 TO 400,000,000 SHARES.
03        PROPOSAL TO APPROVE ANY ADJOURNMENTS OF THE                            Management   For           For
          SPECIAL MEETING OF INVITROGEN STOCKHOLDERS, IF
          NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR
          OF ANY OR ALL OF THE FOREGOING PROPOSALS.


- --------------------------------------------------------------------------------
APPLIED BIOSYSTEMS INC.

SECURITY        038149100         MEETING TYPE   Special
TICKER SYMBOL   ABI               MEETING DATE   28-Oct-2008
ISIN            US0381491002      AGENDA         932956189 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVE AND ADOPT THE AGREEMENT AND PLAN OF                            Management   For           For
          MERGER, AS AMENDED, BY AND AMONG INVITROGEN
          CORPORATION, ATOM ACQUISITION, LLC, AND APPLIED
          BIOSYSTEMS INC., AS SUCH AGREEMENT MAY BE
          AMENDED FROM TIME TO TIME, AND TO APPROVE THE
          MERGER OF ATOM ACQUISITION CORPORATION WITH AND
          INTO APPLIED BIOSYSTEMS INC., ALL AS MORE FULLY
          DESCRIBED IN THE PROXY STATEMENT.
02        TO ADJOURN THE APPLIED BIOSYSTEMS SPECIAL MEETING                      Management   For           For
          OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT
          ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
          VOTES FOR THE FOREGOING PROPOSAL.


- --------------------------------------------------------------------------------
STANDEX INTERNATIONAL CORPORATION

SECURITY        854231107         MEETING TYPE   Annual
TICKER SYMBOL   SXI               MEETING DATE   28-Oct-2008
ISIN            US8542311076      AGENDA         932956418 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GERALD H. FICKENSCHER*                                                         For           For
          2    THOMAS E. CHORMAN**                                                            For           For
          3    ROGER L. FIX**                                                                 For           For
          4    DANIEL B. HOGAN**                                                              For           For
02        TO APPROVE THE STANDEX INTERNATIONAL                                   Management   For           For
          CORPORATION 2008 LONG TERM INCENTIVE PLAN
          COVERING 600,000 SHARES
03        TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE                       Management   For           For
          OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS


- --------------------------------------------------------------------------------
DIONEX CORPORATION

SECURITY        254546104         MEETING TYPE   Annual
TICKER SYMBOL   DNEX              MEETING DATE   28-Oct-2008
ISIN            US2545461046      AGENDA         932957321 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID L. ANDERSON                                                              For           For
          2    A. BLAINE BOWMAN                                                               For           For
          3    LUKAS BRAUNSCHWEILER                                                           For           For
          4    RODERICK MCGEARY                                                               For           For
          5    RICCARDO PIGLIUCCI                                                             For           For
          6    MICHAEL W. POPE                                                                For           For
02        TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS                    Management   For           For
          THE COMPANY'S INDEPENDENT AUDITORS FOR ITS FISCAL
          YEAR ENDING JUNE 30, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             17

- --------------------------------------------------------------------------------
VITAL SIGNS, INC.

SECURITY        928469105         MEETING TYPE   Special
TICKER SYMBOL   VITL              MEETING DATE   29-Oct-2008
ISIN            US9284691055      AGENDA         932960114 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE AGREEMENT AND PLAN OF MERGER,                          Management   For           For
          DATED AS OF JULY 23, 2008, BY AND AMONG GENERAL
          ELECTRIC COMPANY, TONIC ACQUISITION CORP AND VITAL
          SIGNS, INC.


- --------------------------------------------------------------------------------
MEREDITH CORPORATION

SECURITY        589433101         MEETING TYPE   Annual
TICKER SYMBOL   MDP               MEETING DATE   05-Nov-2008
ISIN            US5894331017      AGENDA         932955985 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         DIRECTOR                                                               Management
          1    ALFRED H. DREWES                                                               For           For
          2    DAVID J. LONDONER                                                              For           For
          3    PHILIP A. MARINEAU                                                             For           For
          4    ELIZABETH E. TALLETT                                                           For           For
2         TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2009.
3         TO VOTE UPON THE PROPOSED AMENDMENT TO THE                             Management   For           For
          MEREDITH CORPORATION EMPLOYEE STOCK PURCHASE
          PLAN OF 2002 TO AUTHORIZE AN ADDITIONAL 500,000
          SHARES FOR ISSUANCE AND SALE TO EMPLOYEES.
4         TO VOTE ON SHAREHOLDER PROPOSALS, IF PROPERLY                          Shareholder  Against       For
          PRESENTED AT THE MEETING.


- --------------------------------------------------------------------------------
WINN-DIXIE STORES, INC.

SECURITY        974280307         MEETING TYPE   Annual
TICKER SYMBOL   WINN              MEETING DATE   05-Nov-2008
ISIN            US9742803078      AGENDA         932957838 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EVELYN V. FOLLIT                                                               For           For
          2    CHARLES P. GARCIA                                                              For           For
          3    JEFFREY C. GIRARD                                                              For           For
          4    YVONNE R. JACKSON                                                              For           For
          5    GREGORY P. JOSEFOWICZ                                                          For           For
          6    PETER L. LYNCH                                                                 For           For
          7    JAMES P. OLSON                                                                 For           For
          8    TERRY PEETS                                                                    For           For
          9    RICHARD E. RIVERA                                                              For           For
02        APPROVAL OF THE WINN-DIXIE STORES, INC. EMPLOYEE                       Management   For           For
          STOCK PURCHASE PLAN.
03        RATIFICATION OF THE APPOINTMENT OF KPMG AS THE                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR FISCAL 2009.


- --------------------------------------------------------------------------------
HERCULES INCORPORATED

SECURITY        427056106         MEETING TYPE   Special
TICKER SYMBOL   HPC               MEETING DATE   05-Nov-2008
ISIN            US4270561065      AGENDA         932962310 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        ADOPTION OF THE AGREEMENT AND PLAN OF MERGER,                          Management   For           For
          DATED JULY 10, 2008, PURSUANT TO WHICH ASHLAND INC.
          ("ASHLAND") WILL ACQUIRE HERCULES INCORPORATED
          ("HERCULES") AND EACH OUTSTANDING SHARE OF
          HERCULES COMMON STOCK WILL BE CONVERTED INTO
          THE RIGHT TO RECEIVE 0.0930 OF A SHARE OF ASHLAND
          COMMON STOCK AND $18.60 IN CASH.
02        ADJOURNMENT OF THE HERCULES SPECIAL MEETING, IF                        Management   For           For
          NECESSARY, TO PERMIT FURTHER SOLICITATION OF
          PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE
          TIME OF THE HERCULES SPECIAL MEETING IN FAVOR OF
          PROPOSAL NUMBER 1.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             18

- --------------------------------------------------------------------------------
IL SOLE 24 ORE SPA, MILANO

SECURITY        T52689105         MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   S24.MI            MEETING DATE   06-Nov-2008
ISIN            IT0004269723      AGENDA         701728113 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 07
          NOV 2008 AT 11:00 AM [AND A THIRD CALL ON 10 NOV 2008
          AT 11:00-AM]. CONSEQUENTLY, YOUR VOTING
          INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS U-
          NLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
          ADVISED THAT YOUR SHARES WILL BE B-LOCKED UNTIL
          THE QUORUM IS MET OR THE MEETING IS CANCELLED.
          THANK YOU.
1.        Appoint a common representative for the holders of special             Management   No Action
          category shares, inherent and consequent resolutions
2.        Approve the creation of a fund to cover the necessary costs to         Management   No Action
          protect the common interests of the holders of special category
          shares, inherent and consequent resolutions


- --------------------------------------------------------------------------------
ANIMAL HEALTH INTERNATIONAL INC.

SECURITY        03525N109         MEETING TYPE   Annual
TICKER SYMBOL   AHII              MEETING DATE   06-Nov-2008
ISIN            US03525N1090      AGENDA         932961320 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARK A. ROSEN                                                                  For           For
          2    RONALD G. STEINHART                                                            For           For


- --------------------------------------------------------------------------------
NEOPHARM, INC.

SECURITY        640919106         MEETING TYPE   Special
TICKER SYMBOL   NEOL              MEETING DATE   07-Nov-2008
ISIN            US6409191060      AGENDA         932964340 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        PROPOSAL TO AMEND THE COMPANY'S AMENDED AND                            Management   For           For
          RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A
          REVERSE SPLIT OF THE COMPANY'S OUTSTANDING
          COMMON STOCK AS DESCRIBED IN THE ENCLOSED PROXY
          STATEMENT.
02        PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF                            Management   For           For
          NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
          ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL NO.
          1.


- --------------------------------------------------------------------------------
SCHIFF NUTRITION INTERNATIONAL, INC.

SECURITY        806693107         MEETING TYPE   Annual
TICKER SYMBOL   WNI               MEETING DATE   10-Nov-2008
ISIN            US8066931077      AGENDA         932959971 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ERIC WEIDER                                                                    For           For
          2    GEORGE F. LENGVARI                                                             For           For
          3    BRUCE J. WOOD                                                                  For           For
          4    RONALD L. COREY                                                                For           For
          5    ROGER H. KIMMEL                                                                For           For
          6    BRIAN P. MCDERMOTT                                                             For           For
          7    H.F. POWELL                                                                    For           For
          8    GLENN W. SCHAEFFER                                                             For           For


- --------------------------------------------------------------------------------
CORINTHIAN COLLEGES, INC.

SECURITY        218868107         MEETING TYPE   Annual
TICKER SYMBOL   COCO              MEETING DATE   10-Nov-2008
ISIN            US2188681074      AGENDA         932961027 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TERRY O. HARTSHORN                                                             For           For
          2    ALICE T. KANE                                                                  For           For
          3    TIMOTHY J. SULLIVAN                                                            For           For
          4    PETER C. WALLER                                                                For           For
02        APPROVAL OF THE AMENDMENT AND RESTATEMENT OF                           Management   For           For
          THE COMPANY'S CERTIFICATE OF INCORPORATION.
03        RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S                     Management   For           For
          INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
          JUNE 30, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             19

- --------------------------------------------------------------------------------
BALDWIN TECHNOLOGY COMPANY, INC.

SECURITY        058264102         MEETING TYPE   Annual
TICKER SYMBOL   BLD               MEETING DATE   11-Nov-2008
ISIN            US0582641025      AGENDA         932964162 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KARL S. PUEHRINGER                                                             For           For
          2    CLAES WARNANDER                                                                For           For
02        TO APPROVE AN AMENDMENT TO THE COMPANY'S 2005                          Management   Against       Against
          EQUITY COMPENSATION PLAN TO INCREASE THE
          MAXIMUM AGGREGATE NUMBER OF SHARES OF THE
          COMPANY'S CLASS A COMMON STOCK THAT MAY BE
          DELIVERED TO PARTICIPANTS OR THEIR BENEFICIARIES
          PURSUANT TO ALL AWARDS GRANTED UNDER THE PLAN
          BY 1,000,000 TO 2,200,000.


- --------------------------------------------------------------------------------
PENN NATIONAL GAMING, INC.

SECURITY        707569109         MEETING TYPE   Annual
TICKER SYMBOL   PENN              MEETING DATE   12-Nov-2008
ISIN            US7075691094      AGENDA         932962930 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER M. CARLINO                                                               For           For
          2    HAROLD CRAMER                                                                  For           For
02        APPROVAL TO UTILIZE A "PRIVATE PLACEMENT" INSTEAD                      Management   For           For
          OF A "PUBLIC OFFERING" IF THE COMPANY ELECTS TO
          ISSUE SHARES OF COMMON STOCK TO REDEEM ITS
          SERIES B REDEEMABLE PREFERRED STOCK.
03        APPROVAL OF 2008 LONG TERM INCENTIVE                                   Management   Against       Against
          COMPENSATION PLAN.
04        RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S                     Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2008.


- --------------------------------------------------------------------------------
ELIZABETH ARDEN, INC.

SECURITY        28660G106         MEETING TYPE   Annual
TICKER SYMBOL   RDEN              MEETING DATE   12-Nov-2008
ISIN            US28660G1067      AGENDA         932963526 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    E. SCOTT BEATTIE                                                               For           For
          2    FRED BERENS                                                                    For           For
          3    MAURA J. CLARK                                                                 For           For
          4    RICHARD C.W. MAURAN                                                            For           For
          5    WILLIAM M. TATHAM                                                              For           For
          6    J.W. NEVIL THOMAS                                                              For           For
          7    PAUL WEST                                                                      For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING JUNE 30, 2009.


- --------------------------------------------------------------------------------
DIEBOLD, INCORPORATED

SECURITY        253651103         MEETING TYPE   Annual
TICKER SYMBOL   DBD               MEETING DATE   12-Nov-2008
ISIN            US2536511031      AGENDA         932963538 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LOUIS V. BOCKIUS III                                                           For           For
          2    PHILLIP R. COX                                                                 For           For
          3    RICHARD L. CRANDALL                                                            For           For
          4    GALE S. FITZGERALD                                                             For           For
          5    PHILLIP B. LASSITER                                                            For           For
          6    JOHN N. LAUER                                                                  For           For
          7    ERIC J. ROORDA                                                                 For           For
          8    THOMAS W. SWIDARSKI                                                            For           For
          9    HENRY D.G. WALLACE                                                             For           For
          10   ALAN J. WEBER                                                                  For           For
02        TO RATIFY THE APPOINTMENT OF KPMG, LLP AS THE                          Management   For           For
          CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR
          2008


- --------------------------------------------------------------------------------
REPUBLIC SERVICES, INC.

SECURITY        760759100         MEETING TYPE   Special
TICKER SYMBOL   RSG               MEETING DATE   14-Nov-2008
ISIN            US7607591002      AGENDA         932964035 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF PROPOSAL TO ISSUE SHARES OF REPUBLIC                       Management   For           For
          COMMON STOCK AND OTHER SECURITIES CONVERTIBLE
          INTO SHARES OF REPUBLIC COMMON STOCK, IN
          CONNECTION WITH TRANSACTIONS CONTEMPLATED BY
          AGREEMENT AND PLAN OF MERGER, AMONG REPUBLIC,
          RS MERGER WEDGE, INC., AND ALLIED WASTE
          INDUSTRIES, INC., AS DESCRIBED IN THE ACCOMPANYING
          JOINT PROXY STATEMENT/PROSPECTUS.
02        APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL                            Management   For           For
          MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
          PROXIES IN FAVOR OF THE FOREGOING PROPOSAL.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             20

- --------------------------------------------------------------------------------
ALLIED WASTE INDUSTRIES, INC.

SECURITY        019589308         MEETING TYPE   Special
TICKER SYMBOL   AW                MEETING DATE   14-Nov-2008
ISIN            US0195893088      AGENDA         932964489 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE PROPOSAL TO ADOPT THE AGREEMENT                        Management   For           For
          AND PLAN OF MERGER, DATED AS OF JUNE 22, 2008, AS
          AMENDED JULY 31, 2008, AMONG REPUBLIC SERVICES,
          INC., RS MERGER WEDGE, INC., A WHOLLY OWNED
          SUBSIDIARY OF REPUBLIC FORMED FOR THE PURPOSE OF
          THE MERGER, AND ALLIED WASTE INDUSTRIES, INC., AS
          DESCRIBED IN THE ACCOMPANYING JOINT PROXY
          STATEMENT/PROSPECTUS.
02        APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL                            Management   For           For
          MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
          PROXIES IN FAVOR OF THE FOREGOING PROPOSAL.


- --------------------------------------------------------------------------------
SECURE COMPUTING CORPORATION

SECURITY        813705100         MEETING TYPE   Special
TICKER SYMBOL   SCUR              MEETING DATE   14-Nov-2008
ISIN            US8137051004      AGENDA         932965479 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF                            Management   For           For
          MERGER, DATED AS OF SEPTEMBER 21, 2008, BY AND
          AMONG MCAFEE, INC., SEABISCUIT ACQUISITION
          CORPORATION AND SECURE COMPUTING CORPORATION.
02        PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF                            Management   For           For
          NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE
          ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF
          THE MERGER AGREEMENT.


- --------------------------------------------------------------------------------
WHX CORPORATION

SECURITY        929248508         MEETING TYPE   Special
TICKER SYMBOL   WXCP              MEETING DATE   19-Nov-2008
ISIN            US9292485086      AGENDA         932968449 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO AUTHORIZE THE BOARD, AT ITS DISCRETION, TO                          Management   For           For
          AMEND THE COMPANY'S AMENDED AND RESTATED
          CERTIFICATE OF INCORPORATION, AS AMENDED, TO
          EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S
          ISSUED & OUTSTANDING SHARES OF COMMON STOCK,
          PAR VALUE $0.01 PER SHARE, BY A RATIO OF BETWEEN 1-
          FOR-3 AND 1-FOR-10, INCLUSIVE, WITHOUT FURTHER
          APPROVAL OR AUTHORIZATION OF THE COMPANY'S
          STOCKHOLDERS.
02        TO AUTHORIZE THE BOARD OF DIRECTORS OF THE                             Management   For           For
          COMPANY, AT ITS DISCRETION, TO AMEND THE
          COMPANY'S AMENDED AND RESTATED CERTIFICATE OF
          INCORPORATION, AS AMENDED, TO PERMIT THE COMPANY
          TO TAKE ACTION BY WRITTEN CONSENT OF A MAJORITY
          OF THE STOCKHOLDERS ENTITLED TO VOTE WITH
          RESPECT TO THE SUBJECT MATTER OF THE ACTION.


- --------------------------------------------------------------------------------
HUNTSMAN CORPORATION

SECURITY        447011107         MEETING TYPE   Annual
TICKER SYMBOL   HUN               MEETING DATE   19-Nov-2008
ISIN            US4470111075      AGENDA         932968855 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JON M. HUNTSMAN                                                                For           For
          2    MARSHA J. EVANS                                                                For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                       Management   For           For
          TOUCHE LLP AS HUNTSMAN CORPORATION'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE YEAR ENDING DECEMBER 31, 2008.


- --------------------------------------------------------------------------------
SWS GROUP, INC.

SECURITY        78503N107         MEETING TYPE   Annual
TICKER SYMBOL   SWS               MEETING DATE   20-Nov-2008
ISIN            US78503N1072      AGENDA         932961887 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DON A. BUCHHOLZ                                                                For           For
          2    DONALD W. HULTGREN                                                             For           For
          3    ROBERT A. BUCHHOLZ                                                             For           For
          4    BRODIE L. COBB                                                                 For           For
          5    I.D. FLORES III                                                                For           For
          6    LARRY A. JOBE                                                                  For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             21


                                                                                                
          7    DR. R. JAN LECROY                                                              For           For
          8    FREDERICK R. MEYER                                                             For           For
          9    DR. MIKE MOSES                                                                 For           For
          10   JON L. MOSLE, JR.                                                              For           For
02        THE RATIFICATION OF THE SELECTION OF GRANT                             Management   For           For
          THORNTON LLP AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR THE FISCAL YEAR ENDING JUNE 26, 2009.


- --------------------------------------------------------------------------------
DONALDSON COMPANY, INC.

SECURITY        257651109         MEETING TYPE   Annual
TICKER SYMBOL   DCI               MEETING DATE   21-Nov-2008
ISIN            US2576511099      AGENDA         932962447 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    F. GUILLAUME BASTIAENS                                                         For           For
          2    JANET M. DOLAN                                                                 For           For
          3    JEFFREY NODDLE                                                                 For           For
02        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS DONALDSON
          COMPANY, INC'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL
          STATEMENTS FOR THE FISCAL YEAR ENDING JULY 31,
          2009.


- --------------------------------------------------------------------------------
TRIDENT MICROSYSTEMS, INC.

SECURITY        895919108         MEETING TYPE   Annual
TICKER SYMBOL   TRID              MEETING DATE   21-Nov-2008
ISIN            US8959191086      AGENDA         932965188 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HANS GEYER                                                                     For           For
          2    RAYMOND K. OSTBY                                                               For           For
02        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING JUNE 30, 2009.


- --------------------------------------------------------------------------------
CAPITAL PROPERTIES, INC.

SECURITY        140430109         MEETING TYPE   Special
TICKER SYMBOL   CPI               MEETING DATE   21-Nov-2008
ISIN            US1404301095      AGENDA         932969011 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   Against       Against
          ARTICLES OF INCORPORATION, SUBJECT TO
          SHAREHOLDER APPROVAL OF PROPOSAL 2 BELOW, WHICH
          WILL AUTHORIZE A SEVENTY-FIVE TO ONE (75-1) REVERSE
          STOCK SPLIT OF THE COMPANY'S COMMON STOCK AND A
          CASH PAYMENT PER SHARE FOR RESULTING FRACTIONAL
          SHARES EQUAL TO $25.00 (THE "REVERSE STOCK SPLIT").
02        TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO                       Management   Against       Against
          IMPLEMENT THE REVERSE STOCK SPLIT IN ITS SOLE
          DISCRETION TO BE EXERCISED, IF AT ALL, AT ANY TIME
          WITHIN NINETY (90) DAYS FOLLOWING APPROVAL OF THE
          REVERSE STOCK SPLIT WITHOUT FURTHER APPROVAL OR
          AUTHORIZATION OF THE COMPANY'S SHAREHOLDERS.
03        TO AMEND AND RESTATE THE COMPANY'S ARTICLES OF                         Management   Against       Against
          INCORPORATION TO CREATE A NEW CLASS OF COMMON
          STOCK OF THE COMPANY TO BE DESIGNATED CLASS B
          COMMON STOCK, $0.01 PAR VALUE PER SHARE, INCREASE
          THE NUMBER OF AUTHORIZED SHARES OF CLASS A
          COMMON STOCK FROM 6,000,000 TO 10,000,000 AND
          PROVIDE FOR CERTAIN TRANSFER AND OWNERSHIP
          RESTRICTIONS AS SET FORTH THEREIN.


- --------------------------------------------------------------------------------
MEIJI SEIKA KAISHA,LTD.

SECURITY        J41766106         MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   MFV.BE            MEETING DATE   26-Nov-2008
ISIN            JP3917000006      AGENDA         701760692 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         Approve Incorporation of a Parent Company through Joint Share          Management   For           For
          Transfer
2         Amend the Articles of Incorporation                                    Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             22

- --------------------------------------------------------------------------------
COLLECTORS UNIVERSE, INC.

SECURITY        19421R200         MEETING TYPE   Annual
TICKER SYMBOL   CLCT              MEETING DATE   02-Dec-2008
ISIN            US19421R2004      AGENDA         932970571 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    A. CLINTON ALLEN                                                               For           For
          2    DEBORAH A. FARRINGTON                                                          For           For
          3    DAVID G. HALL                                                                  For           For
          4    MICHAEL R. HAYNES                                                              For           For
          5    MICHAEL J. MCCONNELL                                                           For           For
          6    A.J. 'BERT' MOYER                                                              For           For
          7    VAN D. SIMMONS                                                                 For           For
          8    BRUCE A. STEVENS                                                               For           For
02        APPROVAL OF AMENDMENT OF CERTIFICATE OF                                Management   For           For
          INCORPORATION TO REDUCE THE AUTHORIZED NUMBER
          OF SHARES OF CAPITAL STOCK.


- --------------------------------------------------------------------------------
1-800-FLOWERS.COM, INC.

SECURITY        68243Q106         MEETING TYPE   Annual
TICKER SYMBOL   FLWS              MEETING DATE   03-Dec-2008
ISIN            US68243Q1067      AGENDA         932967598 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES F. MCCANN                                                                For           For
          2    CHRISTOPHER G. MCCANN                                                          For           For
02        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM PROPOSAL TO RATIFY THE
          APPOINTMENT OF ERNST & YOUNG LLP AS THE
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
          28, 2009 AS DESCRIBED IN THE PROXY STATEMENT.


- --------------------------------------------------------------------------------
EPOCH HOLDING CORPORATION

SECURITY        29428R103         MEETING TYPE   Annual
TICKER SYMBOL   EPHC              MEETING DATE   04-Dec-2008
ISIN            US29428R1032      AGENDA         932970608 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALLAN R. TESSLER                                                               For           For
          2    WILLIAM W. PRIEST                                                              For           For
          3    ENRIQUE R. ARZAC                                                               For           For
          4    JEFFREY L. BERENSON                                                            For           For
          5    PETER A. FLAHERTY                                                              For           For
          6    EUGENE M. FREEDMAN                                                             For           For
02        APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2004                         Management   Against       Against
          OMNIBUS LONG-TERM INCENTIVE COMPENSATION PLAN
          TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
          GRANT BY 2,500,000 SHARES.


- --------------------------------------------------------------------------------
VILLAGE SUPER MARKET, INC.

SECURITY        927107409         MEETING TYPE   Annual
TICKER SYMBOL   VLGEA             MEETING DATE   05-Dec-2008
ISIN            US9271074091      AGENDA         932969972 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES SUMAS                                                                    For           For
          2    PERRY SUMAS                                                                    For           For
          3    ROBERT SUMAS                                                                   For           For
          4    WILLIAM SUMAS                                                                  For           For
          5    JOHN P. SUMAS                                                                  For           For
          6    JOHN J. MCDERMOTT                                                              For           For
          7    STEVEN CRYSTAL                                                                 For           For
          8    DAVID C. JUDGE                                                                 For           For
02        APPROVAL OF KPMG LLP TO BE THE INDEPENDENT                             Management   For           For
          AUDITORS OF THE COMPANY FOR FISCAL 2009.


- --------------------------------------------------------------------------------
WD-40 COMPANY

SECURITY        929236107         MEETING TYPE   Annual
TICKER SYMBOL   WDFC              MEETING DATE   09-Dec-2008
ISIN            US9292361071      AGENDA         932968627 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J.C. ADAMS JR.                                                                 For           For
          2    G.H. BATEMAN                                                                   For           For
          3    P.D. BEWLEY                                                                    For           For
          4    R.A. COLLATO                                                                   For           For
          5    M.L. CRIVELLO                                                                  For           For
          6    L.A. LANG                                                                      For           For
          7    G.O. RIDGE                                                                     For           For
          8    N.E. SCHMALE                                                                   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             23


                                                                                                
02        TO APPROVE AN AMENDMENT TO THE WD-40 COMPANY                           Management   For           For
          BYLAWS TO REDUCE THE MINIMUM NUMBER OF
          DIRECTORS FROM NINE TO SEVEN AND TO FIX THE
          AUTHORIZED NUMBER OF DIRECTORS AT EIGHT.
03        TO APPROVE THE WD-40 COMPANY PERFORMANCE                               Management   For           For
          INCENTIVE PLAN
04        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
OIL-DRI CORPORATION OF AMERICA

SECURITY        677864100         MEETING TYPE   Annual
TICKER SYMBOL   ODC               MEETING DATE   09-Dec-2008
ISIN            US6778641000      AGENDA         932969528 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J. STEVEN COLE                                                                 For           For
          2    ARNOLD W. DONALD                                                               For           For
          3    DANIEL S. JAFFEE                                                               For           For
          4    RICHARD M. JAFFEE                                                              For           For
          5    JOSEPH C. MILLER                                                               For           For
          6    MICHAEL A. NEMEROFF                                                            For           For
          7    ALLAN H. SELIG                                                                 For           For
          8    PAUL E. SUCKOW                                                                 For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
          JULY 31, 2009.


- --------------------------------------------------------------------------------
THOR INDUSTRIES, INC.

SECURITY        885160101         MEETING TYPE   Annual
TICKER SYMBOL   THO               MEETING DATE   09-Dec-2008
ISIN            US8851601018      AGENDA         932972931 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WADE F.B. THOMPSON                                                             For           For
          2    JAN H. SUWINSKI                                                                For           For
02        APPROVE 2008 ANNUAL INCENTIVE PLAN.                                    Management   For           For


- --------------------------------------------------------------------------------
GYRODYNE COMPANY OF AMERICA, INC.

SECURITY        403820103         MEETING TYPE   Annual
TICKER SYMBOL   GYRO              MEETING DATE   10-Dec-2008
ISIN            US4038201038      AGENDA         932973767 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ELLIOT H. LEVINE                                                               For           For
          2    NAVEEN BHATIA                                                                  For           For
02        TO RATIFY THE ENGAGEMENT OF HOLTZ RUBENSTEIN                           Management   For           For
          REMINICK LLP AS CERTIFIED PUBLIC ACCOUNTANTS FOR
          THE CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
COPART, INC.

SECURITY        217204106         MEETING TYPE   Annual
TICKER SYMBOL   CPRT              MEETING DATE   11-Dec-2008
ISIN            US2172041061      AGENDA         932972993 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIS J. JOHNSON                                                              For           For
          2    A. JAYSON ADAIR                                                                For           For
          3    JAMES E. MEEKS                                                                 For           For
          4    STEVEN D. COHAN                                                                For           For
          5    DANIEL J. ENGLANDER                                                            For           For
          6    BARRY ROSENSTEIN                                                               For           For
          7    THOMAS W. SMITH                                                                For           For
02        RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE COMPANY FOR THE FISCAL YEAR ENDING JULY
          31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             24

- --------------------------------------------------------------------------------
FARMER BROS. CO.

SECURITY        307675108         MEETING TYPE   Annual
TICKER SYMBOL   FARM              MEETING DATE   11-Dec-2008
ISIN            US3076751086      AGENDA         932973375 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GUENTER W. BERGER                                                              For           For
          2    THOMAS A. MALOOF                                                               For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
          JUNE 30, 2009.


- --------------------------------------------------------------------------------
GP STRATEGIES CORPORATION

SECURITY        36225V104         MEETING TYPE   Annual
TICKER SYMBOL   GPX               MEETING DATE   11-Dec-2008
ISIN            US36225V1044      AGENDA         932975420 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HARVEY P. EISEN                                                                For           For
          2    MARSHALL S. GELLER                                                             For           For
          3    SCOTT N. GREENBERG                                                             For           For
          4    SUE W. KELLY                                                                   For           For
          5    R.C. PFENNIGER, JR.                                                            For           For
          6    A. MARVIN STRAIT                                                               For           For
          7    GENE A. WASHINGTON                                                             For           For
02        TO RATIFY THE BOARD OF DIRECTORS' APPOINTMENT OF                       Management   For           For
          KPMG LLP, AN INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2008.


- --------------------------------------------------------------------------------
DEL GLOBAL TECHNOLOGIES CORP.

SECURITY        245073101         MEETING TYPE   Annual
TICKER SYMBOL   DGTC              MEETING DATE   16-Dec-2008
ISIN            US2450731011      AGENDA         932975456 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GERALD M. CZARNECKI                                                            For           For
          2    JAMES R. HENDERSON                                                             For           For
          3    GENERAL M.A. MCPEAK                                                            For           For
          4    JAMES A. RISHER                                                                For           For
02        TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS                       Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
          OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST
          1, 2009.


- --------------------------------------------------------------------------------
COGECO INC.

SECURITY        19238T100         MEETING TYPE   Annual
TICKER SYMBOL   CGECF             MEETING DATE   17-Dec-2008
ISIN            CA19238T1003      AGENDA         932977587 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO ELECT AS DIRECTORS THE PERSONS NAMED IN THE                         Management   For           For
          MANAGEMENT PROXY CIRCULAR ACCOMPANYING THIS
          VOTING INSTRUCTION FORM.
02        THE APPOINTMENT OF SAMSON BELAIR / DELOITTE &                          Management   For           For
          TOUCHE S.E.N.C.R.L. AS AUDITORS AND THE
          AUTHORIZATION TO THE DIRECTORS TO FIX THEIR
          REMUNERATION.


- --------------------------------------------------------------------------------
SIRIUS XM RADIO INC.

SECURITY        82967N108         MEETING TYPE   Annual
TICKER SYMBOL   SIRI              MEETING DATE   18-Dec-2008
ISIN            US82967N1081      AGENDA         932971395 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOAN L. AMBLE                                                                  For           For
          2    LEON D. BLACK                                                                  For           For
          3    LAWRENCE F. GILBERTI                                                           For           For
          4    EDDY W. HARTENSTEIN                                                            For           For
          5    JAMES P. HOLDEN                                                                For           For
          6    CHESTER A. HUBER, JR.                                                          For           For
          7    MEL KARMAZIN                                                                   For           For
          8    JOHN W. MENDEL                                                                 For           For
          9    JAMES F. MOONEY                                                                For           For
          10   GARY M. PARSONS                                                                For           For
          11   JACK SHAW                                                                      For           For
          12   JEFFREY D. ZIENTS                                                              For           For
02        TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF                          Management   For           For
          INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED SHARES OF OUR COMMON STOCK FROM
          4,500,000,000 TO 8,000,000,000 SHARES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             25


                                                                                                
03        APPROVE AN AMENDMENT TO OUR CERTIFICATE OF                             Management   For           For
          INCORPORATION TO (I) EFFECT A REVERSE STOCK SPLIT
          OF OUR COMMON STOCK BY A RATIO OF NOT LESS THAN
          ONE-FOR-TEN AND NOT MORE THAN ONE-FOR-FIFTY, AND
          (II) REDUCE THE NUMBER OF AUTHORIZED SHARES OF
          OUR COMMON STOCK AS SET FORTH IN OUR PROXY
          STATEMENT.
04        TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR                           Management   For           For
          COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2008


- --------------------------------------------------------------------------------
A. SCHULMAN, INC.

SECURITY        808194104         MEETING TYPE   Annual
TICKER SYMBOL   SHLM              MEETING DATE   18-Dec-2008
ISIN            US8081941044      AGENDA         932978666 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID G. BIRNEY                                                                For           For
          2    JOHN B. YASINSKY                                                               For           For
02        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
          ENDING AUGUST 31, 2009.
03        TO APPROVE THE AMENDMENTS TO A. SCHULMAN, INC.'S                       Management   For           For
          CERTIFICATE OF INCORPORATION.


- --------------------------------------------------------------------------------
VINA CONCHA Y TORO S.A.

SECURITY        927191106         MEETING TYPE   Special
TICKER SYMBOL   VCO               MEETING DATE   18-Dec-2008
ISIN            US9271911060      AGENDA         932983528 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVE ISSUE OF 28,000,000 COMMON SHARES OF SAME                      Management   For
          EXISTING SERIES, NOMINATIVE AND OF NO PAR VALUE,
          CORRESPONDING TO A CAPITAL INCREASE OF THE
          COMPANY OF CH$30,000,000,000, ALL AS MORE FULLY
          DESCRIBED IN THE PROXY STATEMENT.
02        TO AGREE TO THE PLACEMENT PRICE OF THE SHARES                          Management   For
          ISSUED BY THE BOARD ON ACCOUNT OF THE CAPITAL
          INCREASE AS AGREED BY THE MEETING, OR AUTHORIZE
          THE BOARD TO SET THIS.
03        TO AGREE THAT THOSE NEW SHARES ISSUED ON                               Management   For
          ACCOUNT OF THE ABOVE-MENTIONED CAPITAL INCREASE
          BE PLACED WITH THIRD PARTIES.
04        AUTHORIZE BOARD TO AGREE, (I) ISSUE OF SHARES FOR                      Management   For
          CARRYING OUT APPROVED CAPITAL INCREASE, (II) TO
          COMPLY WITH REGULATIONS ON PREFERENTIAL
          PLACEMENT OF SHARES, (III) OFFER TO THIRD PARTIES
          THE SHARES THAT WERE NOT SUBSCRIBED BY
          SHAREHOLDERS WITHIN PREFERENTIAL PERIOD, AND (IV)
          ADOPT ALL THE AGREEMENTS REQUIRED FOR CARRYING
          OUT THE CAPITAL INCREASE ON TERMS PROPOSED
          ABOVE.
05        TO APPROVE THE AMENDMENTS TO THE BYLAWS OF THE                         Management   For
          COMPANY.
06        IN GENERAL, TO ADOPT ALL AGREEMENTS THAT ARE                           Management   For
          NECESSARY FOR IMPLEMENTING, LEGALIZING AND
          MAKING EFFECTIVE THE AGREEMENTS ADOPTED WITH
          RESPECT TO THE MATTERS INDICATED ABOVE.


- --------------------------------------------------------------------------------
COACHMEN INDUSTRIES, INC.

SECURITY        189873102         MEETING TYPE   Special
TICKER SYMBOL   COA               MEETING DATE   19-Dec-2008
ISIN            US1898731021      AGENDA         932982108 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF ASSET PURCHASE AGREEMENT AND SALE                          Management   For           For
          OF SUBSTANTIALLY ALL OF THE ASSETS OF
          RECREATIONAL VEHICLE BUSINESS.


- --------------------------------------------------------------------------------
ELONG, INC.

SECURITY        290138205         MEETING TYPE   Annual
TICKER SYMBOL   LONG              MEETING DATE   22-Dec-2008
ISIN            US2901382059      AGENDA         932981853 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LEO AUSTIN                                                                     For           For
          2    MICHAEL DOYLE                                                                  For           For
          3    THOMAS GURNEE                                                                  For           For
          4    ARTHUR HOFFMAN                                                                 For           For
          5    HENRIK V KJELLBERG                                                             For           For
          6    CYRIL RANQUE                                                                   For           For
          7    MICHAEL SCOWN                                                                  For           For
          8    JOHAN SVANSTROM                                                                For           For
          9    JUSTIN TANG                                                                    For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             26

- --------------------------------------------------------------------------------
WACHOVIA CORPORATION

SECURITY        929903102         MEETING TYPE   Special
TICKER SYMBOL   WB                MEETING DATE   23-Dec-2008
ISIN            US9299031024      AGENDA         932980748 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        A PROPOSAL TO APPROVE THE PLAN OF MERGER                               Management   For           For
          CONTAINED IN THE AGREEMENT AND PLAN OF MERGER,
          BY AND BETWEEN WACHOVIA CORPORATION AND WELLS
          FARGO & COMPANY, DATED AS OF OCTOBER 3, 2008, AS IT
          MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO
          WHICH WACHOVIA WILL MERGE WITH AND INTO WELLS
          FARGO, WITH WELLS FARGO SURVIVING THE MERGER.
02        A PROPOSAL TO APPROVE THE ADJOURNMENT OR                               Management   For           For
          POSTPONEMENT OF THE SPECIAL MEETING, IF
          NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
          PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE
          PLAN OF MERGER CONTAINED IN THE MERGER
          AGREEMENT.


- --------------------------------------------------------------------------------
SORIN SPA, MILANO

SECURITY        T8782F102         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   SRN.MI            MEETING DATE   29-Dec-2008
ISIN            IT0003544431      AGENDA         701776796 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 30
          DEC 2008. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
          WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
          IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
          SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
          THE MEETING IS CANCELLED-. THANK YOU.
1.        Approve the appointment and emoluments of the Board of                 Management   No Action
          Directors


- --------------------------------------------------------------------------------
SYCAMORE NETWORKS, INC.

SECURITY        871206108         MEETING TYPE   Annual
TICKER SYMBOL   SCMR              MEETING DATE   06-Jan-2009
ISIN            US8712061089      AGENDA         932978654 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         DIRECTOR                                                               Management
          1    DANIEL E. SMITH                                                                For           For
2         TO AUTHORIZE THE BOARD OF DIRECTORS, IN ITS                            Management   For           For
          DISCRETION, TO AMEND SYCAMORE'S AMENDED AND
          RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A
          REVERSE STOCK SPLIT OF ITS OUTSTANDING COMMON
          STOCK AT A RATIO OF (I) ONE-FOR-FIVE, (II) ONE-FOR-
          SEVEN, OR (III) ONE-FOR-TEN, AS MORE FULLY DESCRIBED
          IN THE PROXY STATEMENT.
3         TO APPROVE SYCAMORE'S 2009 STOCK INCENTIVE PLAN.                       Management   Against       Against
4         TO APPROVE SYCAMORE'S 2009 NON-EMPLOYEE                                Management   Against       Against
          DIRECTOR STOCK OPTION PLAN.
5         TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS SYCAMORE'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING JULY 31, 2009.


- --------------------------------------------------------------------------------
ROBBINS & MYERS, INC.

SECURITY        770196103         MEETING TYPE   Annual
TICKER SYMBOL   RBN               MEETING DATE   07-Jan-2009
ISIN            US7701961036      AGENDA         932981904 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ANDREW G. LAMPEREUR                                                            For           For
          2    THOMAS P. LOFTIS                                                               For           For
          3    DALE L. MEDFORD                                                                For           For
          4    ALBERT J. NEUPAVER                                                             For           For
02        APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP                       Management   For           For
          AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
          AUGUST 31, 2009.


- --------------------------------------------------------------------------------
MOOG INC.

SECURITY        615394202         MEETING TYPE   Annual
TICKER SYMBOL   MOGA              MEETING DATE   07-Jan-2009
ISIN            US6153942023      AGENDA         932983388 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BRIAN J. LIPKE                                                                 For           For
02        RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR                      Management   For           For
          THE FISCAL YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             27

- --------------------------------------------------------------------------------
ACUITY BRANDS, INC.

SECURITY        00508Y102         MEETING TYPE   Annual
TICKER SYMBOL   AYI               MEETING DATE   08-Jan-2009
ISIN            US00508Y1029      AGENDA         932977703 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER C. BROWNING***                                                           For           For
          2    JOHN L. CLENDENIN***                                                           For           For
          3    RAY M. ROBINSON***                                                             For           For
          4    GORDON D. HARNETT**                                                            For           For
          5    GEORGE C. (JACK) GUYNN*                                                        For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM


- --------------------------------------------------------------------------------
ZEP INC

SECURITY        98944B108         MEETING TYPE   Annual
TICKER SYMBOL   ZEP               MEETING DATE   08-Jan-2009
ISIN            US98944B1089      AGENDA         932977741 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J. VERONICA BIGGINS                                                            For           For
          2    O.B. GRAYSON HALL, JR.                                                         For           For
02        VOTE TO APPROVE THE ZEP INC. MANAGEMENT                                Management   For           For
          COMPENSATION AND INCENTIVE PLAN
03        VOTE TO RATIFY THE APPOINTMENT OF THE INDEPENDENT                      Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
CONSOLIDATED WATER COMPANY LIMITED

SECURITY        G23773107         MEETING TYPE   Special
TICKER SYMBOL   CWCO              MEETING DATE   08-Jan-2009
ISIN            KYG237731073      AGENDA         932979149 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S                          Management   Against       Against
          AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO
          AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO
          APPROVE THE MANNER AND TERMS OF ANY REPURCHASE
          BY THE COMPANY OF ITS SHARES OF STOCK WITHOUT
          SHAREHOLDER APPROVAL.


- --------------------------------------------------------------------------------
THE GREENBRIER COMPANIES, INC.

SECURITY        393657101         MEETING TYPE   Annual
TICKER SYMBOL   GBX               MEETING DATE   09-Jan-2009
ISIN            US3936571013      AGENDA         932979303 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM A. FURMAN                                                              For           For
          2    CHARLES J. SWINDELLS                                                           For           For
          3    C. BRUCE WARD                                                                  For           For
02        APPROVE AN AMENDMENT TO THE GREENBRIER                                 Management   For           For
          COMPANIES, INC. 2005 STOCK INCENTIVE PLAN TO
          INCREASE THE NUMBER OF SHARES AVAILABLE UNDER
          THE PLAN.
03        APPROVE THE GREENBRIER COMPANIES, INC. 2009                            Management   For           For
          EMPLOYEE STOCK PURCHASE PLAN.
04        RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                     Management   For           For
          THE COMPANY'S INDEPENDENT AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
SALLY BEAUTY HOLDINGS, INC.

SECURITY        79546E104         MEETING TYPE   Annual
TICKER SYMBOL   SBH               MEETING DATE   22-Jan-2009
ISIN            US79546E1047      AGENDA         932981043 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KENNETH A. GIURICEO                                                            For           For
          2    ROBERT R. MCMASTER                                                             For           For
          3    M. MILLER DE LOMBERA                                                           For           For
02        RATIFICATION OF THE SELECTION OF KPMG LLP AS THE                       Management   For           For
          CORPORATION'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             28

- --------------------------------------------------------------------------------
PHOENIX TECHNOLOGIES LTD.

SECURITY        719153108         MEETING TYPE   Annual
TICKER SYMBOL   PTEC              MEETING DATE   22-Jan-2009
ISIN            US7191531083      AGENDA         932982324 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: MICHAEL CLAIR                                    Management   For           For
1B        ELECTION OF DIRECTOR: DOUGLAS BARNETT                                  Management   For           For
1C        ELECTION OF DIRECTOR: WOODSON HOBBS                                    Management   For           For
1D        ELECTION OF DIRECTOR: RICHARD NOLING                                   Management   For           For
1E        ELECTION OF DIRECTOR: MITCHELL TUCHMAN                                 Management   For           For
02        TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF                      Management   For           For
          THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
WOODWARD GOVERNOR COMPANY

SECURITY        980745103         MEETING TYPE   Annual
TICKER SYMBOL   WGOV              MEETING DATE   22-Jan-2009
ISIN            US9807451037      AGENDA         932983629 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PAUL DONOVAN                                                                   For           For
          2    THOMAS A. GENDRON                                                              For           For
          3    JOHN A. HALBROOK                                                               For           For
          4    DR. RONALD M. SEGA                                                             For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                       Management   For           For
          TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          SEPTEMBER 30, 2009


- --------------------------------------------------------------------------------
ALBERTO-CULVER COMPANY

SECURITY        013078100         MEETING TYPE   Annual
TICKER SYMBOL   ACV               MEETING DATE   22-Jan-2009
ISIN            US0130781000      AGENDA         932983679 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CAROL L. BERNICK                                                               For           For
          2    GEORGE L. FOTIADES                                                             For           For
          3    KING HARRIS                                                                    For           For
          4    V. JAMES MARINO                                                                For           For


- --------------------------------------------------------------------------------
THE SCOTTS MIRACLE-GRO CO.

SECURITY        810186106         MEETING TYPE   Annual
TICKER SYMBOL   SMG               MEETING DATE   22-Jan-2009
ISIN            US8101861065      AGENDA         932986295 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS N. KELLY JR.                                                            For           For
          2    CARL F. KOHRT, PH.D.                                                           For           For
          3    JOHN S. SHIELY                                                                 For           For
02        TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS                    Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
PENFORD CORPORATION

SECURITY        707051108         MEETING TYPE   Annual
TICKER SYMBOL   PENX              MEETING DATE   26-Jan-2009
ISIN            US7070511081      AGENDA         932985205 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    R. RANDOLPH DEVENING                                                           For           For
          2    PAUL H. HATFIELD                                                               For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
LINDSAY CORPORATION

SECURITY        535555106         MEETING TYPE   Annual
TICKER SYMBOL   LNN               MEETING DATE   26-Jan-2009
ISIN            US5355551061      AGENDA         932988845 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD W. PAROD                                                               For           For
          2    MICHAEL D. WALTER                                                              For           For
02        APPROVAL OF MANAGEMENT INCENTIVE UMBRELLA PLAN.                        Management   For           For
03        AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG                       Management   For           For
          LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL YEAR
          ENDING AUGUST 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             29

- --------------------------------------------------------------------------------
RALCORP HOLDINGS, INC.

SECURITY        751028101         MEETING TYPE   Annual
TICKER SYMBOL   RAH               MEETING DATE   27-Jan-2009
ISIN            US7510281014      AGENDA         932985661 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID R. BANKS                                                                 For           For
          2    JACK W. GOODALL                                                                For           For
          3    JOE R. MICHELETTO                                                              For           For
          4    DAVID P. SKARIE                                                                For           For
02        RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS                          Management   For           For
          RALCORP HOLDINGS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
FOSTER WHEELER LTD.

SECURITY        G36535139         MEETING TYPE   Special
TICKER SYMBOL   FWLT              MEETING DATE   27-Jan-2009
ISIN            BMG365351391      AGENDA         932986788 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED                         Management   For           For
          TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.
02        APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO                       Management   For           For
          A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE
          ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING
          TO APPROVE THE SCHEME OF ARRANGEMENT.


- --------------------------------------------------------------------------------
TECH/OPS SEVCON, INC.

SECURITY        878293109         MEETING TYPE   Annual
TICKER SYMBOL   TO                MEETING DATE   27-Jan-2009
ISIN            US8782931096      AGENDA         932987463 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROSENBERG                                                                      For           For
          2    START                                                                          For           For


- --------------------------------------------------------------------------------
CRAZY WOMAN CREEK BANCORP INCORPORATED

SECURITY        225233105         MEETING TYPE   Annual
TICKER SYMBOL   CRZY              MEETING DATE   28-Jan-2009
ISIN            US2252331051      AGENDA         932988833 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DEANE D. BJERKE                                                                For           For
          2    THOMAS J. BERRY                                                                For           For
02        THE RATIFICATION OF THE APPOINTMENT OF DOOLEY &                        Management   For           For
          JELLY, CPA AS INDEPENDENT AUDITORS OF CRAZY
          WOMAN CREEK BANCORP INCORPORATED FOR THE
          FISCAL YEAR ENDING SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
ORTHOFIX INTERNATIONAL N.V.

SECURITY        N6748L102         MEETING TYPE   Contested-Consent
TICKER SYMBOL   OFIX              MEETING DATE   28-Jan-2009
ISIN            ANN6748L1027      AGENDA         932991397 - Opposition



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        CONSENT TO HOLD SPECIAL MEETING.                                       Management   For           *


*     MANAGEMENT POSITION UNKNOWN

- --------------------------------------------------------------------------------
ASHLAND INC.

SECURITY        044209104         MEETING TYPE   Annual
TICKER SYMBOL   ASH               MEETING DATE   29-Jan-2009
ISIN            US0442091049      AGENDA         932983580 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROGER W. HALE*                                                                 For           For
          2    VADA O. MANAGER*                                                               For           For
          3    GEORGE A SCHAEFER, JR.*                                                        For           For
          4    JOHN F. TURNER*                                                                For           For
          5    MARK C. ROHR**                                                                 For           For
02        RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS                          Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
          FISCAL 2009.
03        APPROVAL OF AMENDMENT TO ARTICLES OF                                   Management   For           For
          INCORPORATION TO PROVIDE FOR MAJORITY VOTING FOR
          ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             30

- --------------------------------------------------------------------------------
OSHKOSH CORPORATION

SECURITY        688239201         MEETING TYPE   Annual
TICKER SYMBOL   OSK               MEETING DATE   03-Feb-2009
ISIN            US6882392011      AGENDA         932985091 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J. WILLIAM ANDERSEN                                                            For           For
          2    ROBERT G. BOHN                                                                 For           For
          3    RICHARD M. DONNELLY                                                            For           For
          4    F.M. FRANKS, JR.                                                               For           For
          5    MICHAEL W. GREBE                                                               For           For
          6    KATHLEEN J. HEMPEL                                                             For           For
          7    HARVEY N. MEDVIN                                                               For           For
          8    J. PETER MOSLING, JR.                                                          For           For
          9    CRAIG P. OMTVEDT                                                               For           For
          10   TIMOTHY J. ROEMER                                                              For           For
          11   RICHARD G. SIM                                                                 For           For
          12   CHARLES L. SZEWS                                                               For           For
02        APPROVAL OF THE 2009 INCENTIVE STOCK AND AWARDS                        Management   Against       Against
          PLAN.
03        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP, AN INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM, AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR FISCAL YEAR 2009.
04        SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED,                           Shareholder  Against       For
          REQUESTING THE COMPANY TO REINCORPORATE IN
          NORTH DAKOTA.


- --------------------------------------------------------------------------------
GRIFFON CORPORATION

SECURITY        398433102         MEETING TYPE   Annual
TICKER SYMBOL   GFF               MEETING DATE   04-Feb-2009
ISIN            US3984331021      AGENDA         932988225 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HARVEY R. BLAU                                                                 For           For
          2    GERALD J. CARDINALE                                                            For           For
          3    BRADLEY J. GROSS                                                               For           For
          4    GEN. DONALD J. KUTYNA                                                          For           For
          5    JAMES A. MITAROTONDA                                                           For           For
02        APPROVAL OF AMENDMENT TO THE GRIFFON                                   Management   Against       Against
          CORPORATION 2006 EQUITY INCENTIVE PLAN TO
          INCREASE THE NUMBER OF SHARES OF COMMON STOCK
          FOR GRANT UNDER THE PLAN BY 5,750,000 SHARES.
03        APPROVAL OF AMENDMENT TO THE GRIFFON                                   Management   For           For
          CORPORATION 2006 EQUITY INCENTIVE PLAN TO
          INCREASE THE NUMBER OF SHARES THAT MAY BE
          GRANTED TO ANY ONE PARTICIPANT IN ANY ONE FISCAL
          YEAR TO 1,500,000 SHARES.
04        RATIFICATION OF THE SELECTION BY OUR AUDIT                             Management   For           For
          COMMITTEE OF GRANT THORNTON LLP TO SERVE AS OUR
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR FISCAL 2009.


- --------------------------------------------------------------------------------
ESCO TECHNOLOGIES INC.

SECURITY        296315104         MEETING TYPE   Annual
TICKER SYMBOL   ESE               MEETING DATE   05-Feb-2009
ISIN            US2963151046      AGENDA         932984190 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J.M. MCCONNELL                                                                 For           For
          2    D.C. TRAUSCHT                                                                  For           For
02        RATIFICATION OF COMPANY'S SELECTION OF KPMG LLP AS                     Management   For           For
          INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR
          ENDING SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
LANDAUER, INC.

SECURITY        51476K103         MEETING TYPE   Annual
TICKER SYMBOL   LDR               MEETING DATE   05-Feb-2009
ISIN            US51476K1034      AGENDA         932986322 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEPHEN C. MITCHELL                                                            For           For
          2    THOMAS M. WHITE                                                                For           For
02        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
          FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             31

- --------------------------------------------------------------------------------
INGLES MARKETS, INCORPORATED

SECURITY        457030104         MEETING TYPE   Annual
TICKER SYMBOL   IMKTA             MEETING DATE   10-Feb-2009
ISIN            US4570301048      AGENDA         932988201 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    FRED D. AYERS                                                                  For           For
          2    JOHN O. POLLARD                                                                For           For
02        STOCKHOLDER PROPOSAL CONCERNING SEVERANCE                              Shareholder  Against       For
          AGREEMENTS THE DIRECTORS ARE REQUESTED TO
          AMEND THE COMPANYS BYLAWS TO REQUIRE
          SHAREHOLDER APPROVAL OF FUTURE GOLDEN
          PARACHUTES OR SEVERANCE AGREEMENTS WITH SENIOR
          EXECUTIVES THAT PROVIDE BENEFITS IN AN AMOUNT
          EXCEEDING 2.99 TIMES THE SUM OF THE EXECUTIVES
          BASE SALARY PLUS BONUS.
03        STOCKHOLDER PROPOSAL REGARDING ANIMAL WELFARE                          Shareholder  Against       For
          PROGRESS REPORT RESOLVED THAT SHAREHOLDERS
          REQUEST THAT THE BOARD OF DIRECTORS ISSUE A
          REPORT DETAILING ANY PROGRESS MADE TOWARD
          ADOPTING ANIMAL WELFARE POLICIES PERTAINING TO
          THE PURCHASING OF PORK, EGGS, AND POULTRY. THE
          REPORT SHOULD BE PREPARED BY AUGUST 2009 AND
          SHOULD EXCLUDE PROPRIETARY INFORMATION.


- --------------------------------------------------------------------------------
INSTEEL INDUSTRIES, INC.

SECURITY        45774W108         MEETING TYPE   Annual
TICKER SYMBOL   IIIN              MEETING DATE   10-Feb-2009
ISIN            US45774W1080      AGENDA         932989190 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    H.O. WOLTZ III                                                                 For           For
          2    CHARLES B. NEWSOME                                                             For           For
02        APPROVAL OF THE MATERIAL TERMS OF THE INSTEEL                          Management   For           For
          INDUSTRIES, INC. RETURN ON CAPITAL INCENTIVE
          COMPENSATION PLAN.
03        RATIFICATION OF APPOINTMENT OF GRANT THORNTON                          Management   For           For
          LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR OUR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
MWI VETERINARY SUPPLY, INC.

SECURITY        55402X105         MEETING TYPE   Annual
TICKER SYMBOL   MWIV              MEETING DATE   11-Feb-2009
ISIN            US55402X1054      AGENDA         932987398 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         DIRECTOR                                                               Management
          1    KEITH E. ALESSI                                                                For           For
          2    BRUCE C. BRUCKMANN                                                             For           For
          3    JAMES F. CLEARY, JR.                                                           For           For
          4    JOHN F. MCNAMARA                                                               For           For
          5    A. CRAIG OLSON                                                                 For           For
          6    ROBERT N. REBHOLTZ, JR.                                                        For           For
          7    WILLIAM J. ROBISON                                                             For           For
2         RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                       Management   For           For
          LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM


- --------------------------------------------------------------------------------
J & J SNACK FOODS CORP.

SECURITY        466032109         MEETING TYPE   Annual
TICKER SYMBOL   JJSF              MEETING DATE   12-Feb-2009
ISIN            US4660321096      AGENDA         932987792 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LEONARD M. LODISH                                                              For           For


- --------------------------------------------------------------------------------
NAVISTAR INTERNATIONAL CORPORATION

SECURITY        63934E108         MEETING TYPE   Annual
TICKER SYMBOL   NAV               MEETING DATE   17-Feb-2009
ISIN            US63934E1082      AGENDA         932992402 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    Y. MARC BELTON                                                                 For           For
          2    TERRY M. ENDSLEY                                                               For           For
          3    MICHAEL N. HAMMES                                                              For           For
02        VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR                        Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        VOTE TO APPROVE THE MATERIAL TERMS OF THE                              Management   For           For
          MEASUREMENTS AND GOALS SET FORTH IN OUR 2004
          PERFORMANCE INCENTIVE PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             32

- --------------------------------------------------------------------------------
NORDSON CORPORATION

SECURITY        655663102         MEETING TYPE   Annual
TICKER SYMBOL   NDSN              MEETING DATE   17-Feb-2009
ISIN            US6556631025      AGENDA         932992426 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDWARD P. CAMPBELL                                                             For           For
          2    WILLIAM W. COLVILLE                                                            For           For
          3    DR. DAVID W. IGNAT                                                             For           For
          4    WILLIAM P. MADAR                                                               For           For
          5    MICHAEL J. MERRIMAN, JR                                                        For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          NORDSON'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          OCTOBER 31, 2009.


- --------------------------------------------------------------------------------
MATTHEWS INTERNATIONAL CORPORATION

SECURITY        577128101         MEETING TYPE   Annual
TICKER SYMBOL   MATW              MEETING DATE   19-Feb-2009
ISIN            US5771281012      AGENDA         932992589 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM J. STALLKAMP**                                                         For           For
          2    JOSEPH C. BARTOLACCI*                                                          For           For
          3    KATHERINE E. DIETZE*                                                           For           For
          4    GLENN R. MAHONE*                                                               For           For
02        TO APPROVE THE ADOPTION OF THE 2008 MANAGEMENT                         Management   For           For
          INCENTIVE PLAN.
03        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
          RECORDS OF THE COMPANY FOR THE FISCAL YEAR
          ENDING SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
JUPITERMEDIA CORPORATION

SECURITY        48207D101         MEETING TYPE   Special
TICKER SYMBOL   JUPM              MEETING DATE   20-Feb-2009
ISIN            US48207D1019      AGENDA         932993707 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        PROPOSAL TO SELL JUPITERIMAGES: TO APPROVE THE                         Management   For           For
          SALE OF JUPITERIMAGES CORPORATION, OUR WHOLLY-
          OWNED SUBSIDIARY, TO GETTY IMAGES AS
          CONTEMPLATED BY THE STOCK PURCHASE AGREEMENT,
          DATED OCTOBER 22, 2008, BY AND BETWEEN
          JUPITERMEDIA CORPORATION AND GETTY IMAGES, AS
          DESCRIBED IN THE NOTICE OF SPECIAL MEETING AND
          PROXY STATEMENT.
02        PROPOSAL OF NAME CHANGE AMENDMENT: TO APPROVE                          Management   For           For
          AN AMENDMENT TO OUR CERTIFICATE OF
          INCORPORATION TO CHANGE OUR NAME TO
          "WEBMEDIABRANDS INC." AS DESCRIBED IN THE NOTICE
          OF SPECIAL MEETING AND PROXY STATEMENT.
03        PROPOSAL TO ADJOURN THE SPECIAL MEETING: TO                            Management   For           For
          APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING,
          IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
          PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
          OF THE SPECIAL MEETING TO APPROVE PROPOSAL #1,
          PROPOSAL TO SELL JUPITERIMAGES.


- --------------------------------------------------------------------------------
GREIF INC.

SECURITY        397624206         MEETING TYPE   Annual
TICKER SYMBOL   GEFB              MEETING DATE   23-Feb-2009
ISIN            US3976242061      AGENDA         932991234 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    VICKI L. AVRIL                                                                 For           For
          2    MICHAEL H. DEMPSEY                                                             For           For
          3    BRUCE A. EDWARDS                                                               For           For
          4    MARK A. EMKES                                                                  For           For
          5    JOHN F. FINN                                                                   For           For
          6    MICHAEL J. GASSER                                                              For           For
          7    DANIEL J. GUNSETT                                                              For           For
          8    JUDITH D. HOOK                                                                 For           For
          9    PATRICK J. NORTON                                                              For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             33

- --------------------------------------------------------------------------------
CENTENNIAL COMMUNICATIONS CORP.

SECURITY        15133V208         MEETING TYPE   Special
TICKER SYMBOL   CYCL              MEETING DATE   24-Feb-2009
ISIN            US15133V2088      AGENDA         932992806 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO ADOPT THE AGREEMENT AND PLAN OF MERGER,                             Management   For           For
          DATED AS OF NOVEMBER 7, 2008, BY AND AMONG
          CENTENNIAL COMMUNICATIONS CORP., A DELAWARE
          CORPORATION, AT&T INC., A DELAWARE CORPORATION,
          AND INDEPENDENCE MERGER SUB INC., A DELAWARE
          CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF
          AT&T INC.
02        TO APPROVE THE ADJOURNMENT OF THE SPECIAL                              Management   For           For
          MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
          ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
          AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE
          AGREEMENT AND PLAN OF MERGER.


- --------------------------------------------------------------------------------
UNIVERSAL TECHNICAL INSTITUTE, INC.

SECURITY        913915104         MEETING TYPE   Annual
TICKER SYMBOL   UTI               MEETING DATE   25-Feb-2009
ISIN            US9139151040      AGENDA         932992921 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: ROGER S. PENSKE                                  Management   For           For
1B        ELECTION OF DIRECTOR: LINDA J. SRERE                                   Management   For           For
1C        ELECTION OF DIRECTOR: JOHN C. WHITE                                    Management   For           For
02        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          AUDITORS


- --------------------------------------------------------------------------------
SIRONA DENTAL SYSTEMS, INC.

SECURITY        82966C103         MEETING TYPE   Annual
TICKER SYMBOL   SIRO              MEETING DATE   25-Feb-2009
ISIN            US82966C1036      AGENDA         932996359 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NICHOLAS W. ALEXOS                                                             For           For
          2    DAVID K. BEECKEN                                                               For           For
          3    JOST FISCHER                                                                   For           For
          4    ARTHUR D. KOWALOFF                                                             For           For
02        PROPOSAL TO AMEND OUR EQUITY INCENTIVE PLAN TO                         Management   Against       Against
          RAISE THE NUMBER OF SHARES OF COMMON STOCK
          ISSUABLE UNDER THE PLAN TO 4,550,000.
03        PROPOSAL TO AMEND OUR 1996 STOCK OPTION PLAN TO                        Management   Against       Against
          PERMIT A STOCK OPTION EXCHANGE PROGRAM TO
          EXCHANGE OUTSTANDING STOCK OPTIONS UNDER OUR
          1996 STOCK OPTION PLAN WITH A PER-SHARE EXERCISE
          PRICE EQUAL TO OR GREATER THAN $25.10 FOR STOCK
          OPTIONS UNDER OUR EQUITY INCENTIVE PLAN ON A
          VALUE-FOR-VALUE BASIS.
04        PROPOSAL TO RATIFY THE SELECTION OF KPMG                               Management   For           For
          DEUTSCHE TREUHAND-GESELLSCHAFT,
          AKTIENGESELLSCHAFT,
          WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, GERMANY AS
          THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL
          YEAR ENDING SEPTEMBER 30, 2009.


- --------------------------------------------------------------------------------
COOLBRANDS INTERNATIONAL INC.

SECURITY        21639P307         MEETING TYPE   Annual
TICKER SYMBOL   CULBF             MEETING DATE   25-Feb-2009
ISIN            CA21639P3079      AGENDA         932996727 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
A         IN RESPECT OF THE ELECTION OF DIRECTORS OF THOSE                       Management   For           For
          PERSONS NAMED IN THE MANAGEMENT INFORMATION
          CIRCULAR OF THE CORPORATION DATED JANUARY 23,
          2009 (THE "CIRCULAR").
B         IN RESPECT OF THE APPOINTMENT OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS AUDITOR FOR THE
          ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX
          THE AUDITOR'S REMUNERATION.


- --------------------------------------------------------------------------------
GLOBAL TRAFFIC NETWORK, INC.

SECURITY        37947B103         MEETING TYPE   Annual
TICKER SYMBOL   GNET              MEETING DATE   26-Feb-2009
ISIN            US37947B1035      AGENDA         932994038 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM L. YDE III                                                             For           For
          2    DALE C. ARFMAN                                                                 For           For
          3    GARY O. BENSON                                                                 For           For
          4    SHANE E. COPPOLA                                                               For           For
          5    STUART R. ROMENESKO                                                            For           For
          6    GARY L. WOROBOW                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             34


                                                                                                
02        PROPOSAL TO APPROVE CERTAIN AMENDMENTS TO THE                          Management   For           For
          COMPANY'S 2005 STOCK INCENTIVE PLAN, INCLUDING AN
          INCREASE IN THE NUMBER OF SHARES OF COMMON
          STOCK RESERVED FOR ISSUANCE THEREUNDER FROM
          1,200,000 SHARES TO 1,800,000 SHARES.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF BDO                              Management   For           For
          KENDALLS AUDIT & ASSURANCE (NSW-VIC) PTY LTD AS
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
          JUNE 30, 2009.


- --------------------------------------------------------------------------------
NOBILITY HOMES, INC.

SECURITY        654892108         MEETING TYPE   Annual
TICKER SYMBOL   NOBH              MEETING DATE   27-Feb-2009
ISIN            US6548921088      AGENDA         932997969 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TERRY E. TREXLER                                                               For           For
          2    RICHARD C. BARBERIE                                                            For           For
          3    ROBERT P. HOLLIDAY                                                             For           For
          4    ROBERT P. SALTSMAN                                                             For           For
          5    THOMAS W. TREXLER                                                              For           For


- --------------------------------------------------------------------------------
LEE ENTERPRISES, INCORPORATED

SECURITY        523768109         MEETING TYPE   Annual
TICKER SYMBOL   LEE               MEETING DATE   10-Mar-2009
ISIN            US5237681094      AGENDA         932994963 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM E. MAYER                                                               For           For
          2    GREGORY P. SCHERMER                                                            For           For
          3    MARK B. VITTERT                                                                For           For
02        TO GRANT THE BOARD OF DIRECTORS THE                                    Management   For           For
          DISCRETIONARY AUTHORITY TO EFFECT A REVERSE
          STOCK SPLIT.


- --------------------------------------------------------------------------------
THE HAIN CELESTIAL GROUP, INC.

SECURITY        405217100         MEETING TYPE   Annual
TICKER SYMBOL   HAIN              MEETING DATE   11-Mar-2009
ISIN            US4052171000      AGENDA         933000488 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    IRWIN D. SIMON                                                                 For           For
          2    BARRY J. ALPERIN                                                               For           For
          3    RICHARD C. BERKE                                                               For           For
          4    BETH L. BRONNER                                                                For           For
          5    JACK FUTTERMAN                                                                 For           For
          6    DANIEL R. GLICKMAN                                                             For           For
          7    MARINA HAHN                                                                    For           For
          8    ANDREW R. HEYER                                                                For           For
          9    ROGER MELTZER                                                                  For           For
          10   LEWIS D. SCHILIRO                                                              For           For
          11   LAWRENCE S. ZILAVY                                                             For           For
02        TO APPROVE THE AMENDMENT OF THE 2000 DIRECTORS                         Management   For           For
          STOCK OPTION PLAN.
03        TO APPROVE THE AMENDMENT OF THE AMENDED AND                            Management   Against       Against
          RESTATED 2002 LONG-TERM INCENTIVE AND STOCK
          AWARD PLAN.
04        TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING                          Shareholder  Against       For
          STOCKHOLDER RATIFICATION OF EXECUTIVE
          COMPENSATION.
05        TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING                          Shareholder  Against       For
          REINCORPORATION OF THE COMPANY IN NORTH DAKOTA.
06        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, TO                     Management   For           For
          ACT AS REGISTERED INDEPENDENT ACCOUNTANTS OF
          THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
          2009.


- --------------------------------------------------------------------------------
INNOVATIVE SOLUTIONS AND SUPPORT, INC.

SECURITY        45769N105         MEETING TYPE   Annual
TICKER SYMBOL   ISSC              MEETING DATE   12-Mar-2009
ISIN            US45769N1054      AGENDA         932995446 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEOFFREY S.M. HEDRICK                                                          For           For
          2    WINSTON J. CHURCHILL                                                           For           For
02        TO APPROVE THE COMPANY'S 2009 STOCK-BASED                              Management   Against       Against
          INCENTIVE COMPENSATION PLAN
03        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE,                        Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          SEPTEMBER 30, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             35

- --------------------------------------------------------------------------------
HERLEY INDUSTRIES, INC.

SECURITY        427398102         MEETING TYPE   Annual
TICKER SYMBOL   HRLY              MEETING DATE   17-Mar-2009
ISIN            US4273981021      AGENDA         932996133 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN A. THONET                                                                 For           For
          2    CARLOS C. CAMPBELL                                                             For           For
02        RATIFICATION OF THE APPOINTMENT OF MARCUM &                            Management   For           For
          KLIEGMAN LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
          ENDING AUGUST 2, 2009.


- --------------------------------------------------------------------------------
OMNOVA SOLUTIONS INC.

SECURITY        682129101         MEETING TYPE   Annual
TICKER SYMBOL   OMN               MEETING DATE   18-Mar-2009
ISIN            US6821291019      AGENDA         932997135 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         DIRECTOR                                                               Management
          1    KEVIN M. MCMULLEN                                                              For           For
          2    LARRY B. PORCELLATO                                                            For           For
          3    ROBERT A. STEFANKO                                                             For           For
2         RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          NOVEMBER 30, 2009


- --------------------------------------------------------------------------------
CHOFU SEISAKUSHO CO.,LTD.

SECURITY        J06384101         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   CFSKF.PK          MEETING DATE   19-Mar-2009
ISIN            JP3527800001      AGENDA         701831061 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1         Approve Appropriation of Profits                                       Management   For           For
2         Amend Articles to: Approve Minor Revisions Related to the              Management   For           For
          Updated Laws and Regulaions, Allow Use of Electronic Systems
          for Public Notifications


- --------------------------------------------------------------------------------
FIDELITY SOUTHERN CORPORATION

SECURITY        316394105         MEETING TYPE   Special
TICKER SYMBOL   LION              MEETING DATE   19-Mar-2009
ISIN            US3163941053      AGENDA         932999177 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE THE RESERVATION OF 2,277,790.29 SHARES                      Management   For           For
          OF COMMON STOCK ("WARRANT SHARES") FOR ISSUANCE
          UPON THE EXERCISE OF THAT CERTAIN WARRANT DATED
          DECEMBER 19, 2008, ISSUED IN CONNECTION WITH
          FIDELITY SOUTHERN CORPORATION'S PARTICIPATION IN
          THE U.S. TREASURY'S TARP CAPITAL PURCHASE
          PROGRAM. THE NUMBER OF SHARES RESERVED MAY BE
          MODIFIED IN ACCORDANCE WITH TERMS OF WARRANT.
02        TO GRANT MANAGEMENT OF FIDELITY SOUTHERN                               Management   For           For
          CORPORATION THE AUTHORITY TO ADJOURN THE SPECIAL
          MEETING TO ANOTHER TIME AND DATE IN ORDER TO
          ALLOW THE BOARD OF DIRECTORS TO SOLICIT
          ADDITIONAL PROXIES OR ATTENDANCE AT THE SPECIAL
          MEETING.


- --------------------------------------------------------------------------------
KATY INDUSTRIES, INC.

SECURITY        486026107         MEETING TYPE   Special
TICKER SYMBOL   KATY              MEETING DATE   19-Mar-2009
ISIN            US4860261076      AGENDA         933000096 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        THE AMENDMENT OF KATY'S CERTIFICATE OF                                 Management   For           For
          INCORPORATION TO EFFECT A 1-FOR-500 REVERSE STOCK
          SPLIT OF KATY'S COMMON SHARES.
02        THE PROPOSAL FOR THE ADJOURNMENT OR                                    Management   For           For
          POSTPONEMENT OF THE SPECIAL MEETING, IF
          NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL
          PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
          OF THE SPECIAL MEETING TO ADOPT THE REVERSE
          STOCK SPLIT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             36

- --------------------------------------------------------------------------------
STRAUMANN HLDG AG

SECURITY        H8300N119         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   QS5.BE            MEETING DATE   20-Mar-2009
ISIN            CH0012280076      AGENDA         701820311 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN                        Non-Voting
          THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
          REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
          FOR YOUR ACCOU-NTS.
          PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING                    Non-Voting
          NOTICE SENT UNDER MEETING-522507, INCLUDING THE
          AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
          NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR
          AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION
          DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
          THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE
          PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
01.       Approve the presentation of the 2008 business report and the           Management   No Action
          reports of the Auditors
02.       Approve the 2008 annual report [including the compensation             Management   No Action
          report], the 2008 annual financial statements and the 2008
          consolidated financial statements
03.       Approve the appropriation of available earnings                        Management   No Action
04.       Grant discharge of the Board of Directors                              Management   No Action
05.       Amend the Articles of Association                                      Management   No Action
06.       Elect the Directors                                                    Management   No Action
07.       Appoint the Auditors for the year 2009                                 Management   No Action


- --------------------------------------------------------------------------------
CLARCOR INC.

SECURITY        179895107         MEETING TYPE   Annual
TICKER SYMBOL   CLC               MEETING DATE   23-Mar-2009
ISIN            US1798951075      AGENDA         933000159 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MR. J. MARC ADAM                                                               For           For
          2    MR. JAMES W BRADFORD JR                                                        For           For
          3    MR. JAMES L. PACKARD                                                           For           For
02        ADOPTION OF THE 2009 CLARCOR INCENTIVE PLAN.                           Management   Against       Against
03        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2009.


- --------------------------------------------------------------------------------
GENCORP INC.

SECURITY        368682100         MEETING TYPE   Annual
TICKER SYMBOL   GY                MEETING DATE   25-Mar-2009
ISIN            US3686821006      AGENDA         933003624 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS A. CORCORAN                                                             For           For
          2    JAMES R. HENDERSON                                                             For           For
          3    WARREN G. LICHTENSTEIN                                                         For           For
          4    DAVID A. LORBER                                                                For           For
          5    JAMES H. PERRY                                                                 For           For
          6    MARTIN TURCHIN                                                                 For           For
          7    ROBERT C. WOODS                                                                For           For
02        RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT                      Management   For           For
          OF PRICEWATERHOUSECOOPERS LLP AS THE
          INDEPENDENT AUDITORS OF THE COMPANY.
03        APPROVAL OF THE 2009 EQUITY AND PERFORMANCE                            Management   For           For
          INCENTIVE PLAN.


- --------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S, RANDERS

SECURITY        K9773J128         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   VWS.CO            MEETING DATE   26-Mar-2009
ISIN            DK0010268606      AGENDA         701845680 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                           Non-Voting
          VOTE "IN FAVOR" OR ''ABSTAIN" ONL-Y FOR RESOLUTION
          4.A TO 5.B. THANK YOU.
          PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING                       Non-Voting
          ID 540553 DUE TO SPLITTING OF-DIRECTORS NAMES. ALL
          VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
          DISREGARD-ED AND YOU WILL NEED TO REINSTRUCT ON
          THIS MEETING NOTICE. THANK YOU.
          IMPORTANT MARKET PROCESSING REQUIREMENT: A                             Non-Voting
          BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
          IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
          VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
          POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
          IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
          CLIENT SERVICE REPRESENTATIVE
01.       Receive the report from Board of Directors on the Company's            Non-Voting
          activities during-the past year
02.       Approve the presentation of the annual report and resolution to        Management   For           For
          adopt the annual report




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             37


                                                                                                
03.       Approve the resolution on the distribution of the profit or covering   Management   For           For
          of loss according to the approved annual report, the Board of
          Directors proposes that no dividend be paid out for 2008
4.a       Re-elect Mr. Bent Erik Carlsen as the Members of the Board of          Management   For           For
          Directors
4.b       Re-elect Mr. Torsten Erik Rasmussen as the Members of the              Management   For           For
          Board of Directors
4.c       Re-elect Mr. Freddy Frandsen as the Members of the Board of            Management   For           For
          Directors
4.d       Re-elect Mr. Jorgen Huno Rasmussen as the Members of the               Management   For           For
          Board of Directors
4.e       Re-elect Mr. Jorn Ankaer Thomsen as the Members of the Board           Management   For           For
          of Directors
4.f       Re-elect Mr. Kurt Anker Nielsen as the Members of the Board of         Management   For           For
          Directors
4.g       Elect Mr. Hakan Eriksson as the Members of the Board of                Management   For           For
          Directors
4.h       Elect Mr. Ola Rollen as the Members of the Board of Directors          Management   For           For
5.a       Re-appoint PricewaterhouseCoopers, Statsautoriseret                    Management   For           For
          Revisionsaktieselskab as the Auditors of the Company
5.b       Re-appoint KPMG Statsautiroseret Revisionspartnerselskab as            Management   For           For
          the Auditors of the Company
6.a       Approve the overall guidelines for incentive pay for the Members       Management   For           For
          of the Executive Management of Vestas Wind Systems A/S laid
          down by the Board of Directors; if the guidelines are approved by
          the AGM, the following new Article 13 will be included in the
          Companys Articles of Association
6.b       Authorize the Company to acquire treasury shares in the period         Management   For           For
          up until the next AGM up to a total nominal value of 10% of the
          value of the Company's share capital at the time in question, cf.,
          Article 48 of the Danish Public Companies Act, the payment for
          the shares must not deviate more 10% from the closing price
          quoted at the NASDAQ OMX Copenhagen at time of acquisition

          Any other business                                                     Non-Voting


- --------------------------------------------------------------------------------
RENEGY HOLDINGS INC

SECURITY        75845J109         MEETING TYPE   Special
TICKER SYMBOL   RNGY              MEETING DATE   27-Mar-2009
ISIN            US75845J1097      AGENDA         933007141 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE AN AMENDMENT TO RENEGY'S AMENDED                            Management   Against       Against
          AND RESTATED CERTIFICATE OF INCORPORATION
          ("CERTIFICATE OF INCORPORATION") TO EFFECT A
          REVERSE STOCK SPLIT ("REVERSE STOCK SPLIT") OF OUR
          COMMON STOCK AT A RATIO OF 1-FOR-2,000 AND THE
          REPURCHASE OF THE RESULTING FRACTIONAL SHARES
          HELD BY EACH STOCKHOLDER WITH LESS THAN ONE
          SHARE AFTER THE REVERSE STOCK SPLIT.
02        IF THE REVERSE STOCK SPLIT IS APPROVED, TO APPROVE                     Management   Against       Against
          AN AMENDMENT TO RENEGY'S CERTIFICATE OF
          INCORPORATION TO EFFECT A FORWARD STOCK SPLIT
          ("FORWARD STOCK SPLIT") OF RENEGY'S COMMON
          SHARES AT A RATIO OF 2,000-FOR-1 IMMEDIATELY
          FOLLOWING THE REVERSE STOCK SPLIT (TOGETHER WITH
          THE REVERSE STOCK SPLIT, THE "TRANSACTION").


- --------------------------------------------------------------------------------
STEWART ENTERPRISES, INC.

SECURITY        860370105         MEETING TYPE   Annual
TICKER SYMBOL   STEI              MEETING DATE   02-Apr-2009
ISIN            US8603701058      AGENDA         933003220 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS J. CRAWFORD                                                             For           For
          2    THOMAS M. KITCHEN                                                              For           For
          3    ALDEN J. MCDONALD, JR.                                                         For           For
          4    JAMES W. MCFARLAND                                                             For           For
          5    RONALD H. PATRON                                                               For           For
          6    MICHAEL O. READ                                                                For           For
          7    ASHTON J. RYAN, JR.                                                            For           For
          8    FRANK B. STEWART, JR.                                                          For           For
02        TO RATIFY THE RETENTION OF THE COMPANY'S                               Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING OCTOBER 31, 2009.


- --------------------------------------------------------------------------------
ORTHOFIX INTERNATIONAL N.V.

SECURITY        N6748L102         MEETING TYPE   Contested-Special
TICKER SYMBOL   OFIX              MEETING DATE   02-Apr-2009
ISIN            ANN6748L1027      AGENDA         933004789 - Opposition



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD OF                        Management   Abstain       *
          DIRECTOR: JAMES F. GERO
1B        TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD OF                        Management   Abstain       *
          DIRECTOR: PETER J. HEWETT
1C        TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD OF                        Management   For           *
          DIRECTOR: THOMAS J. KESTER
1D        TO REMOVE WITHOUT CAUSE OF THE CURRENT BOARD OF                        Management   For           *
          DIRECTOR: WALTER P. VON WARTBURG




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             38


                                                                                                
02        THE RAMIUS GROUP'S PROPOSAL TO REMOVE, WITHOUT                         Management   For           *
          CAUSE, ANY DIRECTORS APPOINTED BY THE BOARD
          WITHOUT SHAREHOLDER APPROVAL BETWEEN DECEMBER
          10, 2008 AND UP THROUGH AND INCLUDING THE DATE OF
          THE SPECIAL MEETING
3A        TO ELECT: J. MICHAEL EGAN                                              Management   Abstain       *
3B        TO ELECT: PETER A. FELD                                                Management   For           *
3C        TO ELECT: STEVEN J. LEE                                                Management   Abstain       *
3D        TO ELECT: CHARLES T. ORSATTI                                           Management   For           *


*     MANAGEMENT POSITION UNKNOWN

- --------------------------------------------------------------------------------
NOBEL BIOCARE

SECURITY        H5783Q130         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NBHGF.PK          MEETING DATE   06-Apr-2009
ISIN            CH0037851646      AGENDA         701848016 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN                        Non-Voting
          THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE
          REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
          FOR YOUR ACCOU-NTS.
          PLEASE NOTE THAT THE NOTICE FOR THIS MEETING WAS                       Non-Voting
          RECEIVED AFTER THE REGISTRATI-ON DEADLINE. IF YOUR
          SHARES WERE REGISTERED PRIOR TO THE DEADLINE OF
          [BOOK CLO-SING/REGISTRATION DEADLINE DATE], YOUR
          VOTING INSTRUCTIONS WILL BE ACCEPTED FO-R THIS
          MEETING. HOWEVER, VOTING INSTRUCTIONS FOR SHARES
          THAT WERE NOT REGISTER-ED PRIOR TO THE
          REGISTRATION DEADLINE WILL NOT BE ACCEPTED.
          PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING                       Non-Voting
          ID 543481 DUE ADDITION OF RES-OLUTIONS. ALL VOTES
          RECEIVED ON THE PREVIOUS MEETING WILL BE
          DISREGARDED AND Y-OU WILL NEED TO REINSTRUCT ON
          THIS MEETING NOTICE. THANK YOU.
01.       Approve to propose the Board of Directors, annual report and           Management   No Action
          consolidated financial statements for 2008
02.       Approve the statutory financial statements of Nobel Biocare            Management   No Action
          Holding Ltd for 2008
03.       Approve the appropriate available earnings/dividends for 2008 as       Management   No Action
          specified
04.       Grant discharge to the Members of the Board of Directors for their     Management   No Action
          services in the business year 2008
5.1       Re-elect Mr. Stig Eriksson by way of separate election for a 1 year    Management   No Action
          term of office until the next AGM
5.2       Re-elect Mr. Antoine Firmenich by way of separate election for a 1     Management   No Action
          year term of office until the next AGM
5.3       Re-elect Mr. Edgar Fluri by way of separate election for a 1 year      Management   No Action
          term of office until the next AGM
5.4       Re-elect Mr. Robert lilja by way of separate election for a 1 year     Management   No Action
          term of office until the next AGM
5.5       Re-elect Mrs. Jane Royston by way of separate election for a 1         Management   No Action
          year term of office until the next AGM
5.6       Re-elect Mr. Rolf Soiron by way of separate election for a 1 year      Management   No Action
          term of office until the next AGM
5.7       Re-elect Mr. Rolf Watter by way of separate election for a 1 year      Management   No Action
          term of office until the next AGM
5.8       Re-elect Mr. Ernst Zaengerle by way of separate election for a 1       Management   No Action
          year term of office until the next AGM
06.       Re-elect KPMG AG Zurich as Auditor of the business year 2009           Management   No Action
07.       Authorize the Board of Directors to issue a total maximum of           Management   No Action
          25,000,000 new shares of follows; authorized share capital, so
          that the Board of Directors is authorized to increase the share
          capital until 06 APR 2011 by an amount up to CHF 10,000,000 by
          issuing up to 25,000,000 fully paid-up registered shares with a
          nominal value of CHF 0.40 each and; conditional share capital in
          the amount of up to CHF 10,000,000 by issuing up to 25,000,000
          fully paid-up registered shares with a nominal value of CHF 0.40
          all according to the conditions of the proposed new Articles 3b and
          3c of the Articles of Incorporation as specified
08.       Approve the cancellation of 532,000 shares with a par value of         Management   No Action
          CHF 0.40 each acquired in 2008 with in the scope of the
          repurchase program according to the resolution of the Annual
          General Meeting of 27 MAR 2008, and the corresponding
          reduction of the share capital from CHF 49,726,612 by CHF
          212,800 to CHF 49,513,812 using the amount resulting from the
          reduction to dissolve the corresponding reserve for treasury
          shares; to declare, as a result of the audit report prepared in
          accordance with article 732 paragraph 2 of the swiss code of
          obligations that the claims by the creditors are fully covered
          notwithstanding the above reduction of the share capital; and; to
          amend article 3 paragraph 1 of the articles of incorporation as
          follows


- --------------------------------------------------------------------------------
IDEX CORPORATION

SECURITY        45167R104         MEETING TYPE   Annual
TICKER SYMBOL   IEX               MEETING DATE   07-Apr-2009
ISIN            US45167R1041      AGENDA         933010085 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM M. COOK                                                                For           For
          2    FRANK S. HERMANCE                                                              For           For
          3    MICHAEL T. TOKARZ                                                              For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS AUDITORS OF THE COMPANY FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             39

- --------------------------------------------------------------------------------
WADDELL & REED FINANCIAL, INC.

SECURITY        930059100         MEETING TYPE   Annual
TICKER SYMBOL   WDR               MEETING DATE   08-Apr-2009
ISIN            US9300591008      AGENDA         933005022 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DENNIS E. LOGUE                                                                For           For
          2    RONALD C. REIMER                                                               For           For
02        RATIFICATION OF THE SELECTION OF KPMG LLP AS THE                       Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR 2009.
03        STOCKHOLDER PROPOSAL TO REQUIRE AN ADVISORY                            Shareholder  Against       For
          VOTE ON EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
EARL SCHEIB, INC.

SECURITY        806398103         MEETING TYPE   Special
TICKER SYMBOL   ESHB              MEETING DATE   09-Apr-2009
ISIN            US8063981034      AGENDA         933015744 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF                         Management   For           For
          MERGER, DATED AS OF FEBRUARY 18, 2009, BY AND
          AMONG KELLY CAPITAL, LLC, ESKC, INC., A WHOLLY
          OWNED SUBSIDIARY OF KELLY, AND EARL SCHEIB, INC., AS
          THE AGREEMENT MAY BE AMENDED FROM TIME TO TIME,
          AND THE TRANSACTIONS CONTEMPLATED THEREIN,
          INCLUDING THE MERGER.
02        TO APPROVE THE ADJOURNMENT OF THE SPECIAL                              Management   For           For
          MEETING TO A LATER DATE, IF NECESSARY, TO SOLICIT
          ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
          AT THE TIME OF THE MEETING TO ADOPT AND APPROVE
          THE MERGER AGREEMENT AND THE TRANSACTIONS
          CONTEMPLATED THEREIN, INCLUDING THE MERGER.


- --------------------------------------------------------------------------------
MVC CAPITAL, INC.

SECURITY        553829102         MEETING TYPE   Annual
TICKER SYMBOL   MVC               MEETING DATE   14-Apr-2009
ISIN            US5538291023      AGENDA         933003422 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EMILIO DOMINIANNI                                                              For           For
          2    GERALD HELLERMAN                                                               For           For
          3    WARREN HOLTSBERG                                                               For           For
          4    ROBERT KNAPP                                                                   For           For
          5    WILLIAM TAYLOR                                                                 For           For
          6    MICHAEL TOKARZ                                                                 For           For
02        TO APPROVE AN AMENDED AND RESTATED INVESTMENT                          Management   For           For
          ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE
          FUND AND TTG ADVISERS AS DESCRIBED IN THE PROXY
          STATEMENT. DIRECTORS RECOMMEND: A VOTE "FOR"
          APPROVAL OF THE INVESTMENT ADVISORY AND
          MANAGEMENT AGREEMENT ABOVE.


- --------------------------------------------------------------------------------
A.O. SMITH CORPORATION

SECURITY        831865100         MEETING TYPE   Annual
TICKER SYMBOL   SAOSA             MEETING DATE   14-Apr-2009
ISIN            US8318651002      AGENDA         933003458 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD D. BROWN                                                                For           For
          2    WILLIAM F. BUEHLER                                                             For           For
          3    GLOSTER B. CURRENT, JR.                                                        For           For
          4    PAUL W. JONES                                                                  For           For
          5    BRUCE M. SMITH                                                                 For           For
          6    MARK D. SMITH                                                                  For           For
          7    GENE C. WULF                                                                   For           For
02        PROPOSAL TO APPROVE THE RATIFICATION OF ERNST &                        Management   For           For
          YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM OF THE CORPORATION.
03        PROPOSAL TO APPROVE AN AMENDMENT TO THE A.O.                           Management   Against       Against
          SMITH COMBINED INCENTIVE COMPENSATION PLAN TO
          INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
          BY 1,250,000.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             40

- --------------------------------------------------------------------------------
A.O. SMITH CORPORATION

SECURITY        831865100         MEETING TYPE   Special
TICKER SYMBOL   SAOSA             MEETING DATE   14-Apr-2009
ISIN            US8318651002      AGENDA         933011962 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        PROPOSAL TO ADOPT THE MERGER AGREEMENT,                                Management   For           For
          PURSUANT TO WHICH SICO WILL MERGE WITH AND INTO
          MERGERCO.
02        ADOPT AMENDED CHARTER WHICH PROVIDES FOR: (A)                          Management   For           For
          TEMPORARY INCREASE IN AUTHORIZED CLASS A. (B)
          INCREASE IN PERCENTAGE OF MEMBERS OF BOARD
          ELECTED BY COMMON STOCK. (C) SHARES OF CLASS A TO
          CONVERT AUTOMATICALLY INTO COMMON STOCK
          SUBJECT TO CERTAIN EXCEPTIONS. (D) SHARES OF CLASS
          A CONVERT AUTOMATICALLY INTO COMMON STOCK ONCE
          OUTSTANDING SHARES FALL BELOW 2,397,976.
03        PROPOSAL TO APPROVE THE STOCK ISSUANCE TO SICO                         Management   For           For
          STOCKHOLDERS PURSUANT TO THE MERGER
          CONTEMPLATED BY THE MERGER AGREEMENT.


- --------------------------------------------------------------------------------
COPART, INC.

SECURITY        217204106         MEETING TYPE   Special
TICKER SYMBOL   CPRT              MEETING DATE   14-Apr-2009
ISIN            US2172041061      AGENDA         933013168 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE THE GRANT OF AN OPTION TO ACQUIRE                           Management   Against       Against
          2,000,000 SHARES OF COMMON STOCK TO EACH OF WILLIS
          J. JOHNSON, OUR CHAIRMAN AND CHIEF EXECUTIVE
          OFFICER, AND A. JAYSON ADAIR, OUR PRESIDENT, SUCH
          GRANTS TO BE MADE IN LIEU OF ANY CASH SALARY OR
          BONUS COMPENSATION IN EXCESS OF $1.00 PER YEAR OR
          GRANT OF ANY ADDITIONAL EQUITY INCENTIVES FOR A
          FIVE-YEAR PERIOD.


- --------------------------------------------------------------------------------
EMBOTELLADORA ANDINA S.A.

SECURITY        29081P204         MEETING TYPE   Annual
TICKER SYMBOL   AKOA              MEETING DATE   14-Apr-2009
ISIN            US29081P2048      AGENDA         933042258 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF GENERAL BALANCE SHEET, FINANCIAL                           Management   For
          STATEMENTS AND ANNUAL REPORT, AS WELL AS THE
          EXTERNAL AUDITORS REPORT.
02        APPROVAL OF DISTRIBUTION OF PROFITS: FINAL DIVIDEND                    Management   For
          FOR FISCAL YEAR. A) CH$14.13 PER SERIES A SHARE, B)
          CH$15.543 PER SERIES B SHARE. PROPOSAL OF AN
          ADDITIONAL DIVIDEND ON RETAINED EARNINGS. A) CH$43
          PER SERIES A SHARE, B) CH$47.30 PER SERIES B SHARE.
03        INFORMATION REGARDING COMPANY'S DIVIDEND POLICY                        Management   For
          AND PROCEDURES.
04        THE COMPLETE RENEWAL OF THE BOARD OF DIRECTORS.                        Management   For
05        DETERMINE COMPENSATION FOR BOARD MEMBERS,                              Management   For
          DIRECTORS' COMMITTEE MEMBERS ESTABLISHED BY THE
          CHILEAN CORPORATION LAW AND AUDIT COMMITTEE
          MEMBERS ESTABLISHED BY SARBANES-OXLEY LAW.
06        DESIGNATION OF EXTERNAL AUDITORS FOR FISCAL YEAR                       Management   For
          2009.
07        DESIGNATION OF RISK RATING AGENCIES.                                   Management   For
08        REPORT OF BOARD RESOLUTIONS REGARDING                                  Management   For
          TRANSACTIONS REFERRED TO IN ARTICLE 44 OF CHILEAN
          LAW N 18,046.
09        IN GENERAL, RESOLVE ALL OTHER MATTERS SPECIFIC TO                      Management   For
          ITS COMPETENCE AND ANY OTHER MATTERS OF
          CORPORATE INTEREST.


- --------------------------------------------------------------------------------
KAMAN CORPORATION

SECURITY        483548103         MEETING TYPE   Annual
TICKER SYMBOL   KAMN              MEETING DATE   15-Apr-2009
ISIN            US4835481031      AGENDA         933002521 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       DIRECTOR                                                               Management
          1    E. REEVES CALLAWAY III                                                         For           For
          2    KAREN M. GARRISON                                                              For           For
          3    A. WILLIAM HIGGINS                                                             For           For
02.       TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE ENSUING YEAR.


- --------------------------------------------------------------------------------
UNIVERSAL FOREST PRODUCTS, INC.

SECURITY        913543104         MEETING TYPE   Annual
TICKER SYMBOL   UFPI              MEETING DATE   15-Apr-2009
ISIN            US9135431040      AGENDA         933003826 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAN M. DUTTON                                                                  For           For
          2    WILLIAM R. PAYNE                                                               For           For
          3    LOUIS A. SMITH                                                                 For           For
02        TO APPROVE THE AMENDMENT AND RESTATEMENT OF                            Management   For           For
          THE COMPANY'S 1999 LONG TERM STOCK INCENTIVE
          PLAN.
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             41

- --------------------------------------------------------------------------------
SONOCO PRODUCTS COMPANY

SECURITY        835495102         MEETING TYPE   Annual
TICKER SYMBOL   SON               MEETING DATE   15-Apr-2009
ISIN            US8354951027      AGENDA         933009385 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    P.L. DAVIES*                                                                   For           For
          2    H.E. DELOACH*                                                                  For           For
          3    E.H. LAWTON*                                                                   For           For
          4    J.E. LINVILLE*                                                                 For           For
          5    J.M. MICALI**                                                                  For           For
02        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
          COMPANY.


- --------------------------------------------------------------------------------
H.B. FULLER COMPANY

SECURITY        359694106         MEETING TYPE   Annual
TICKER SYMBOL   FUL               MEETING DATE   16-Apr-2009
ISIN            US3596941068      AGENDA         933003650 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JULIANA L. CHUGG                                                               For           For
          2    RICHARD L. MARCANTONIO                                                         For           For
          3    ALFREDO L. ROVIRA                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS H.B.                          Management   For           For
          FULLER'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          NOVEMBER 28, 2009.
03        TO APPROVE THE H.B. FULLER COMPANY 2009 DIRECTOR                       Management   Against       Against
          STOCK INCENTIVE PLAN.


- --------------------------------------------------------------------------------
CYTEC INDUSTRIES INC.

SECURITY        232820100         MEETING TYPE   Annual
TICKER SYMBOL   CYT               MEETING DATE   16-Apr-2009
ISIN            US2328201007      AGENDA         933003686 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BARRY C. JOHNSON                                                               For           For
          2    CAROL P. LOWE                                                                  For           For
          3    THOMAS W. RABAUT                                                               For           For
          4    JAMES R. STANLEY                                                               For           For
02        RATIFICATION OF KPMG LLP AS THE COMPANY'S                              Management   For           For
          AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
VALUECLICK, INC.

SECURITY        92046N102         MEETING TYPE   Annual
TICKER SYMBOL   VCLK              MEETING DATE   16-Apr-2009
ISIN            US92046N1028      AGENDA         933004436 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES R. ZARLEY                                                                For           For
          2    DAVID S. BUZBY                                                                 For           For
          3    MARTIN T. HART                                                                 For           For
          4    TOM A. VADNAIS                                                                 For           For
          5    JEFFREY F. RAYPORT                                                             For           For
          6    JAMES R. PETERS                                                                For           For
          7    JAMES A. CROUTHAMEL                                                            For           For


- --------------------------------------------------------------------------------
WAUSAU PAPER CORP.

SECURITY        943315101         MEETING TYPE   Annual
TICKER SYMBOL   WPP               MEETING DATE   16-Apr-2009
ISIN            US9433151019      AGENDA         933012572 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G. WATTS HUMPHREY, JR.                                                         For           For
          2    SAN W. ORR, JR.                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             42

- --------------------------------------------------------------------------------
CRANE CO.

SECURITY        224399105         MEETING TYPE   Annual
TICKER SYMBOL   CR                MEETING DATE   20-Apr-2009
ISIN            US2243991054      AGENDA         933005779 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: DONALD G. COOK                                   Management   For           For
1B        ELECTION OF DIRECTOR: ROBERT S. EVANS                                  Management   For           For
1C        ELECTION OF DIRECTOR: ERIC C. FAST                                     Management   For           For
1D        ELECTION OF DIRECTOR: DORSEY R. GARDNER                                Management   For           For
02        RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2009
03        APPROVAL OF THE 2009 STOCK INCENTIVE PLAN                              Management   For           For
04        APPROVAL OF THE 2009 NON-EMPLOYEE DIRECTOR                             Management   For           For
          COMPENSATION PLAN
05        APPROVAL OF THE 2009 CORPORATE EVA INCENTIVE                           Management   For           For
          COMPENSATION PLAN
06        APPROVAL OF SHAREHOLDER PROPOSAL CONCERNING                            Shareholder  Against       For
          ADOPTION OF THE MACBRIDE PRINCIPLES


- --------------------------------------------------------------------------------
NEWALLIANCE BANCSHARES, INC.

SECURITY        650203102         MEETING TYPE   Annual
TICKER SYMBOL   NAL               MEETING DATE   20-Apr-2009
ISIN            US6502031023      AGENDA         933010287 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT J. LYONS, JR.                                                           For           For
          2    ERIC A. MARZIALI                                                               For           For
          3    JULIA M. MCNAMARA                                                              For           For
          4    PEYTON R. PATTERSON                                                            For           For
          5    GERALD B. ROSENBERG                                                            For           For
02        TO RATIFY THE APPOINTMENT OF THE FIRM OF                               Management   For           For
          PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT
          AUDITORS (PROPOSAL 2).
03        TO PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER                       Management   For           For
          BUSINESS THAT PROPERLY COMES BEFORE THE ANNUAL
          MEETING OR ANY ADJOURNMENTS OF THE MEETING, IN
          ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
          OF THE BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
HUTTIG BUILDING PRODUCTS, INC.

SECURITY        448451104         MEETING TYPE   Annual
TICKER SYMBOL   HBPI              MEETING DATE   20-Apr-2009
ISIN            US4484511047      AGENDA         933011405 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD L. GLASS                                                                For           For
          2    DELBERT H. TANNER                                                              For           For
02        RATIFICATION OF APPOINTMENT OF KPMG LLP AS                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2009.


- --------------------------------------------------------------------------------
INTERPUMP GROUP SPA, SANT'ILARIO (RE)

SECURITY        T5513W107         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   IPGLF.PK          MEETING DATE   21-Apr-2009
ISIN            IT0001078911      AGENDA         701820323 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 22
          APR 2009 AT 10:30 HRS. CONSEQUENTLY, YOUR VOTING
          INSTRUCTIONS-WILL REMAIN VALID FOR ALL CALLS
          UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO A-
          DVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE
          QUORUM IS MET OR THE MEETING-IS CANCELLED. THANK
          YOU.
01.       Approve: financial statement at 31 DEC 2008; Board of Directors        Management   No Action
          and the Auditors report; consolidated financial statement at 31
          DEC 2008; Board of Directors and Auditors report; any
          adjournment thereof
02.       Approve the emoluments of the Directors                                Management   No Action
03.       Grant authority to the buy back                                        Management   No Action





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             43

- --------------------------------------------------------------------------------
DISCOVER FINANCIAL SERVICES

SECURITY        254709108         MEETING TYPE   Annual
TICKER SYMBOL   DFS               MEETING DATE   21-Apr-2009
ISIN            US2547091080      AGENDA         933004373 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JEFFREY S. ARONIN                                Management   For           For
1B        ELECTION OF DIRECTOR: MARY K. BUSH                                     Management   For           For
1C        ELECTION OF DIRECTOR: GREGORY C. CASE                                  Management   For           For
1D        ELECTION OF DIRECTOR: ROBERT M. DEVLIN                                 Management   For           For
1E        ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN                              Management   For           For
1F        ELECTION OF DIRECTOR: RICHARD H. LENNY                                 Management   For           For
1G        ELECTION OF DIRECTOR: THOMAS G. MAHERAS                                Management   For           For
1H        ELECTION OF DIRECTOR: MICHAEL M. MOSKOW                                Management   For           For
1I        ELECTION OF DIRECTOR: DAVID W. NELMS                                   Management   For           For
1J        ELECTION OF DIRECTOR: E. FOLLIN SMITH                                  Management   For           For
1K        ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH                             Management   For           For
02        APPROVE THE DISCOVER FINANCIAL SERVICES AMENDED                        Management   For           For
          AND RESTATED 2007 OMNIBUS INCENTIVE PLAN.
03        RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                     Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
AMETEK INC NEW

SECURITY        031100100         MEETING TYPE   Annual
TICKER SYMBOL   AME               MEETING DATE   21-Apr-2009
ISIN            US0311001004      AGENDA         933012267 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES R. MALONE                                                                For           For
          2    ELIZABETH R. VARET                                                             For           For
          3    DENNIS K. WILLIAMS                                                             For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR 2009.


- --------------------------------------------------------------------------------
DANA HOLDING CORP

SECURITY        235825205         MEETING TYPE   Annual
TICKER SYMBOL   DAN               MEETING DATE   21-Apr-2009
ISIN            US2358252052      AGENDA         933013702 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GARY L. CONVIS                                                                 For           For
          2    JOHN M. DEVINE                                                                 For           For
          3    RICHARD A. GEPHARDT                                                            For           For
          4    TERRENCE J. KEATING                                                            For           For
          5    KEITH E. WANDELL                                                               For           For
          6    JEROME B. YORK                                                                 For           For
02        TO APPROVE AN AMENDMENT TO THE RESTATED                                Management   For           For
          CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE
          STOCK SPLIT AT ONE OF THREE REVERSE SPLIT RATIOS, 1-
          FOR-10, 1-FOR-15 OR 1-FOR-20, AS WILL BE SELECTED BY
          OUR BOARD OF DIRECTORS, IN ITS DISCRETION, IF AT ALL,
          PRIOR TO THE TIME OF FILING SUCH CERTIFICATE OF
          AMENDMENT WITH THE DELAWARE SECRETARY OF STATE.
03        TO APPROVE AN AMENDMENT TO THE RESTATED                                Management   For           For
          CERTIFICATE OF INCORPORATION, IN THE DISCRETION OF
          THE BOARD OF DIRECTORS, TO DECREASE OUR TOTAL
          NUMBER OF AUTHORIZED SHARES AND SHARES OF
          COMMON STOCK, TO 200,000,000 SHARES AND 150,000,000,
          RESPECTIVELY.
04        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
VASCULAR SOLUTIONS, INC.

SECURITY        92231M109         MEETING TYPE   Annual
TICKER SYMBOL   VASC              MEETING DATE   21-Apr-2009
ISIN            US92231M1099      AGENDA         933021139 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN ERB                                                                       For           For
          2    MICHAEL KOPP                                                                   For           For
          3    RICHARD NIGON                                                                  For           For
          4    PAUL O'CONNELL                                                                 For           For
          5    HOWARD ROOT                                                                    For           For
          6    JORGE SAUCEDO                                                                  For           For
          7    CHARMAINE SUTTON                                                               For           For
02        PROPOSAL TO RATIFY THE SELECTION OF VIRCHOW,                           Management   For           For
          KRAUSE & COMPANY, LLP AS INDEPENDENT AUDITOR OF
          THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
          2009.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             44

- --------------------------------------------------------------------------------
BASSETT FURNITURE INDUSTRIES, INC.

SECURITY        070203104         MEETING TYPE   Annual
TICKER SYMBOL   BSET              MEETING DATE   21-Apr-2009
ISIN            US0702031040      AGENDA         933021280 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER W. BROWN, M.D.                                                           For           For
          2    PAUL FULTON                                                                    For           For
          3    HOWARD H. HAWORTH                                                              For           For
          4    GEORGE W. HENDERSON III                                                        For           For
          5    KRISTINA HERBIG                                                                For           For
          6    DALE C. POND                                                                   For           For
          7    ROBERT H. SPILMAN, JR.                                                         For           For
          8    WILLIAM C. WAMPLER, JR.                                                        For           For
          9    WILLIAM C. WARDEN, JR.                                                         For           For
02        PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF                            Management   Against       Against
          INCORPORATION TO ELIMINATE PREEMPTIVE RIGHTS.
03        PROPOSAL TO RATIFY THE SELECTION OF ERNST &                            Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING NOVEMBER 28, 2009.


- --------------------------------------------------------------------------------
RTI BIOLOGICS INC

SECURITY        74975N105         MEETING TYPE   Annual
TICKER SYMBOL   RTIX              MEETING DATE   21-Apr-2009
ISIN            US74975N1054      AGENDA         933030138 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHILIP R. CHAPMAN                                                              For           For
          2    GREGORY P. RAINEY                                                              For           For


- --------------------------------------------------------------------------------
NCR CORPORATION

SECURITY        62886E108         MEETING TYPE   Annual
TICKER SYMBOL   NCR               MEETING DATE   22-Apr-2009
ISIN            US62886E1082      AGENDA         933006389 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM NUTI*                                                                  For           For
          2    GARY DAICHENDT*                                                                For           For
          3    ROBERT P. DERODES*                                                             For           For
          4    QUINCY ALLEN***                                                                For           For
          5    RICHARD L. CLEMMER**                                                           For           For
02        RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED                       Management   For           For
          PUBLIC ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
TEXTRON INC.

SECURITY        883203101         MEETING TYPE   Annual
TICKER SYMBOL   TXT               MEETING DATE   22-Apr-2009
ISIN            US8832031012      AGENDA         933010237 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        ELECTION OF DIRECTOR: LEWIS B. CAMPBELL                                Management   For           For
02        ELECTION OF DIRECTOR: LAWRENCE K. FISH                                 Management   For           For
03        ELECTION OF DIRECTOR: JOE T. FORD                                      Management   For           For
04        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
WILMINGTON TRUST CORPORATION

SECURITY        971807102         MEETING TYPE   Annual
TICKER SYMBOL   WL                MEETING DATE   22-Apr-2009
ISIN            US9718071023      AGENDA         933017368 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TED T. CECALA                                                                  For           For
          2    THOMAS L. DU PONT                                                              For           For
          3    DONALD E. FOLEY                                                                For           For
02        APPROVAL OF 2009 EXECUTIVE INCENTIVE PLAN                              Management   For           For
03        APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN                              Management   Against       Against
04        APPROVAL OF EXECUTIVE COMPENSATION                                     Management   For           For





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             45

- --------------------------------------------------------------------------------
INSITUFORM TECHNOLOGIES, INC.

SECURITY        457667103         MEETING TYPE   Annual
TICKER SYMBOL   INSU              MEETING DATE   22-Apr-2009
ISIN            US4576671030      AGENDA         933020834 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: J. JOSEPH BURGESS                                Management   For           For
1B        ELECTION OF DIRECTOR: STEPHEN P. CORTINOVIS                            Management   For           For
1C        ELECTION OF DIRECTOR: STEPHANIE A. CUSKLEY                             Management   For           For
1D        ELECTION OF DIRECTOR: JOHN P. DUBINSKY                                 Management   For           For
1E        ELECTION OF DIRECTOR: JUANITA H. HINSHAW                               Management   For           For
1F        ELECTION OF DIRECTOR: ALFRED L. WOODS                                  Management   For           For
02        TO APPROVE THE INSITUFORM TECHNOLOGIES, INC. 2009                      Management   For           For
          EMPLOYEE EQUITY INCENTIVE PLAN
03        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2009


- --------------------------------------------------------------------------------
GRUPO CONTL S A

SECURITY        P3091R172         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   GPOCY.PK          MEETING DATE   23-Apr-2009
ISIN            MXP3091R1239      AGENDA         701876849 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       Approve the appointment of the tellers, their work and declared        Management   For           For
          the assembly facility
02.       Adopt the report, message from the Chairman of the Board,              Management   For           For
          Director generals report that includes financial statements and
          consolidated continental group and subsidiaries at 31 DEC 2008,
          report of the Board and the Boards opinion on the content of the
          report of the Director general
03.       Receive the report of the Audit Committee and Corporate                Management   For           For
          practices
04.       Ratify the agreements and acts of the Executive Management             Management   For           For
          during the FY 2008
05.       Approve the implementation of results and proposed to pay a cash       Management   For           For
          dividend
06.       Receive the report on the purchase of own shares                       Management   For           For
07.       Approve to set the maximum amount allocated for the purchase of        Management   For           For
          own shares
08.       Receive the report on compliance with tax obligations                  Management   For           For
09.       Elect the Board                                                        Management   For           For
10.       Elect the Chairman of the Audit and Corporate practices                Management   For           For
11.       Approve the allocation of fees to the Board Members                    Management   For           For
12.       Approve the minutes of the assembly                                    Management   For           For
          PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                     Non-Voting
          OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
          IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
          FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
          INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
OLIN CORPORATION

SECURITY        680665205         MEETING TYPE   Annual
TICKER SYMBOL   OLN               MEETING DATE   23-Apr-2009
ISIN            US6806652052      AGENDA         933006391 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GRAY G. BENOIST                                                                For           For
          2    DONALD W. BOGUS                                                                For           For
          3    JOHN M.B. O'CONNOR                                                             For           For
          4    PHILIP J. SCHULZ                                                               For           For
          5    VINCENT J. SMITH                                                               For           For
02        APPROVAL OF THE 2009 LONG TERM INCENTIVE PLAN                          Management   Against       Against
03        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
NICOR INC.

SECURITY        654086107         MEETING TYPE   Annual
TICKER SYMBOL   GAS               MEETING DATE   23-Apr-2009
ISIN            US6540861076      AGENDA         933006428 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    R.M. BEAVERS, JR.                                                              For           For
          2    B.P. BICKNER                                                                   For           For
          3    J.H. BIRDSALL, III                                                             For           For
          4    N.R BOBINS                                                                     For           For
          5    B.J. GAINES                                                                    For           For
          6    R.A. JEAN                                                                      For           For
          7    D.J. KELLER                                                                    For           For
          8    R.E. MARTIN                                                                    For           For
          9    G.R. NELSON                                                                    For           For
          10   A.J. OLIVERA                                                                   For           For
          11   J. RAU                                                                         For           For
          12   J.C. STALEY                                                                    For           For
          13   R.M. STROBEL                                                                   For           For
02        RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                       Management   For           For
          LLP AS NICOR'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             46

- --------------------------------------------------------------------------------
MEDIA GENERAL, INC.

SECURITY        584404107         MEETING TYPE   Annual
TICKER SYMBOL   MEG               MEETING DATE   23-Apr-2009
ISIN            US5844041070      AGENDA         933006620 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SCOTT D. ANTHONY                                                               Withheld      Against
          2    RODNEY A. SMOLLA                                                               Withheld      Against
          3    WALTER E. WILLIAMS                                                             Withheld      Against


- --------------------------------------------------------------------------------
DIEBOLD, INCORPORATED

SECURITY        253651103         MEETING TYPE   Annual
TICKER SYMBOL   DBD               MEETING DATE   23-Apr-2009
ISIN            US2536511031      AGENDA         933007886 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHILLIP R. COX                                                                 For           For
          2    RICHARD L. CRANDALL                                                            For           For
          3    GALE S. FITZGERALD                                                             For           For
          4    PHILLIP B. LASSITER                                                            For           For
          5    JOHN N. LAUER                                                                  For           For
          6    ERIC J. ROORDA                                                                 For           For
          7    THOMAS W. SWIDARSKI                                                            For           For
          8    HENRY D.G. WALLACE                                                             For           For
          9    ALAN J. WEBER                                                                  For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 2009.
03        TO APPROVE THE COMPANY'S AMENDED AND RESTATED                          Management   Abstain       Against
          1991 EQUITY AND PERFORMANCE INCENTIVE PLAN.


- --------------------------------------------------------------------------------
TAKE-TWO INTERACTIVE SOFTWARE, INC.

SECURITY        874054109         MEETING TYPE   Annual
TICKER SYMBOL   TTWO              MEETING DATE   23-Apr-2009
ISIN            US8740541094      AGENDA         933008698 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BEN FEDER                                                                      For           For
          2    STRAUSS ZELNICK                                                                For           For
          3    ROBERT A. BOWMAN                                                               For           For
          4    GROVER C. BROWN                                                                For           For
          5    MICHAEL DORNEMANN                                                              For           For
          6    JOHN F. LEVY                                                                   For           For
          7    J MOSES                                                                        For           For
          8    MICHAEL SHERESKY                                                               For           For
02        APPROVAL OF THE ADOPTION OF THE TAKE-TWO                               Management   Against       Against
          INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE
          PLAN.
03        APPROVAL OF AN AMENDMENT TO THE RESTATED                               Management   For           For
          CERTIFICATE OF INCORPORATION OF THE COMPANY TO
          INCREASE THE NUMBER OF AUTHORIZED SHARES OF
          COMMON STOCK FROM 100 MILLION TO 150 MILLION.
04        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          OCTOBER 31, 2009. THE BOARD OF DIRECTORS
          RECOMMENDS A VOTE "AGAINST" PROPOSAL 5.
05        A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED                          Shareholder  Against       For
          AT THE ANNUAL MEETING.


- --------------------------------------------------------------------------------
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

SECURITY        808541106         MEETING TYPE   Annual
TICKER SYMBOL   SWM               MEETING DATE   23-Apr-2009
ISIN            US8085411069      AGENDA         933009157 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    K.C. CALDABAUGH                                                                For           For
          2    WILLIAM A. FINN                                                                For           For
02        APPROVAL OF THE SCHWEITZER-MAUDUIT                                     Management   For           For
          INTERNATIONAL, INC. ANNUAL INCENTIVE PLAN.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             47

- --------------------------------------------------------------------------------
WOLVERINE WORLD WIDE, INC.

SECURITY        978097103         MEETING TYPE   Annual
TICKER SYMBOL   WWW               MEETING DATE   23-Apr-2009
ISIN            US9780971035      AGENDA         933011277 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALBERTO L. GRIMOLDI                                                            For           For
          2    JOSEPH R. GROMEK                                                               For           For
          3    BRENDA J. LAUDERBACK                                                           For           For
          4    SHIRLEY D. PETERSON                                                            For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS INDEPENDENT AUDITORS FOR THE
          CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
SENSIENT TECHNOLOGIES CORPORATION

SECURITY        81725T100         MEETING TYPE   Annual
TICKER SYMBOL   SXT               MEETING DATE   23-Apr-2009
ISIN            US81725T1007      AGENDA         933012471 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HANK BROWN                                                                     For           For
          2    FERGUS M. CLYDESDALE                                                           For           For
          3    JAMES A.D. CROFT                                                               For           For
          4    WILLIAM V. HICKEY                                                              For           For
          5    KENNETH P. MANNING                                                             For           For
          6    PETER M. SALMON                                                                For           For
          7    ELAINE R. WEDRAL                                                               For           For
          8    ESSIE WHITELAW                                                                 For           For
02        PROPOSAL TO AMEND AND APPROVE THE AMENDED AND                          Management   For           For
          RESTATED SENSIENT TECHNOLOGIES CORPORATION
          INCENTIVE COMPENSATION PLAN FOR ELECTED
          CORPORATE OFFICERS.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
          INDEPENDENT AUDITORS OF THE COMPANY FOR 2009.


- --------------------------------------------------------------------------------
CNA SURETY CORPORATION

SECURITY        12612L108         MEETING TYPE   Annual
TICKER SYMBOL   SUR               MEETING DATE   23-Apr-2009
ISIN            US12612L1089      AGENDA         933016328 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHILIP H. BRITT                                                                For           For
          2    ANTHONY S. CLEBERG                                                             For           For
          3    DAVID B. EDELSON                                                               For           For
          4    D. CRAIG MENSE                                                                 For           For
          5    ROBERT A. TINSTMAN                                                             For           For
          6    JOHN F. WELCH                                                                  For           For
          7    PETER W. WILSON                                                                For           For
02        TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF THE                     Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM, DELOITTE & TOUCHE, FOR FISCAL
          YEAR 2009.


- --------------------------------------------------------------------------------
CROWN HOLDINGS, INC.

SECURITY        228368106         MEETING TYPE   Annual
TICKER SYMBOL   CCK               MEETING DATE   23-Apr-2009
ISIN            US2283681060      AGENDA         933017180 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JENNE K. BRITELL                                                               For           For
          2    JOHN W. CONWAY                                                                 For           For
          3    ARNOLD W. DONALD                                                               For           For
          4    WILLIAM G. LITTLE                                                              For           For
          5    HANS J. LOLIGER                                                                For           For
          6    THOMAS A. RALPH                                                                For           For
          7    HUGUES DU ROURET                                                               For           For
          8    ALAN W. RUTHERFORD                                                             For           For
          9    JIM L. TURNER                                                                  For           For
          10   WILLIAM S. URKIEL                                                              For           For
02        TO RATIFY THE APPOINTMENT OF INDEPENDENT                               Management   For           For
          AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2009, WHICH THE BOARD OF DIRECTORS UNANIMOUSLY
          RECOMMENDS.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             48

- --------------------------------------------------------------------------------
ROCKWOOD HOLDINGS, INC.

SECURITY        774415103         MEETING TYPE   Annual
TICKER SYMBOL   ROC               MEETING DATE   23-Apr-2009
ISIN            US7744151033      AGENDA         933020098 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NANCE DICCIANI                                                                 For           For
          2    J. KENT MASTERS                                                                For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS ROCKWOOD'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING
          DECEMBER 31, 2009.
03        TO APPROVE THE 2009 ROCKWOOD HOLDINGS, INC.                            Management   Against       Against
          STOCK INCENTIVE PLAN.
04        TO APPROVE THE 2009 ROCKWOOD HOLDINGS, INC.                            Management   For           For
          SHORT-TERM INCENTIVE PLAN.


- --------------------------------------------------------------------------------
FIDELITY SOUTHERN CORPORATION

SECURITY        316394105         MEETING TYPE   Annual
TICKER SYMBOL   LION              MEETING DATE   23-Apr-2009
ISIN            US3163941053      AGENDA         933020846 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES B. MILLER, JR.                                                           For           For
          2    MG (RET) DAVID R BOCKEL                                                        For           For
          3    EDWARD G. BOWEN, M.D.                                                          For           For
          4    DR. DONALD A. HARP, JR.                                                        For           For
          5    KEVIN S. KING                                                                  For           For
          6    H. PALMER PROCTOR, JR.                                                         For           For
          7    ROBERT J. RUTLAND                                                              For           For
          8    W. CLYDE SHEPHERD, III                                                         For           For
          9    RANKIN M. SMITH, JR.                                                           For           For
02        ADVISORY (NON-BINDING) VOTE ON EXECUTIVE                               Management   For           For
          COMPENSATION


- --------------------------------------------------------------------------------
D&E COMMUNICATIONS, INC.

SECURITY        232860106         MEETING TYPE   Annual
TICKER SYMBOL   DECC              MEETING DATE   23-Apr-2009
ISIN            US2328601065      AGENDA         933024642 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    FRANK M. COUGHLIN                                                              For           For
          2    JAMES W. MOROZZI                                                               For           For
          3    D. MARK THOMAS                                                                 For           For
02        PROPOSAL TO RATIFY THE SELECTION OF                                    Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
THE GORMAN-RUPP COMPANY

SECURITY        383082104         MEETING TYPE   Annual
TICKER SYMBOL   GRC               MEETING DATE   23-Apr-2009
ISIN            US3830821043      AGENDA         933026800 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES C. GORMAN                                                                For           For
          2    JEFFREY S. GORMAN                                                              For           For
          3    M. ANN HARLAN                                                                  For           For
          4    THOMAS E. HOAGLIN                                                              For           For
          5    CHRISTOPHER H. LAKE                                                            For           For
          6    DR. PETER B. LAKE                                                              For           For
          7    RICK R. TAYLOR                                                                 For           For
          8    W. WAYNE WALSTON                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.


- --------------------------------------------------------------------------------
GRACO INC.

SECURITY        384109104         MEETING TYPE   Annual
TICKER SYMBOL   GGG               MEETING DATE   24-Apr-2009
ISIN            US3841091040      AGENDA         933006290 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM J. CARROLL                                                             For           For
          2    JACK W. EUGSTER                                                                For           For
          3    R. WILLIAM VAN SANT                                                            For           For
02        RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                       Management   For           For
          LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             49

- --------------------------------------------------------------------------------
LITTELFUSE, INC.

SECURITY        537008104         MEETING TYPE   Annual
TICKER SYMBOL   LFUS              MEETING DATE   24-Apr-2009
ISIN            US5370081045      AGENDA         933008650 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    T.J. CHUNG                                                                     For           For
          2    JOHN P. DRISCOLL                                                               For           For
          3    ANTHONY GRILLO                                                                 For           For
          4    GORDON HUNTER                                                                  For           For
          5    JOHN E. MAJOR                                                                  For           For
          6    WILLIAM P. NOGLOWS                                                             For           For
          7    RONALD L. SCHUBEL                                                              For           For
02        APPROVE AND RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
          FISCAL YEAR.


- --------------------------------------------------------------------------------
OWENS & MINOR, INC.

SECURITY        690732102         MEETING TYPE   Annual
TICKER SYMBOL   OMI               MEETING DATE   24-Apr-2009
ISIN            US6907321029      AGENDA         933008751 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN T. CROTTY                                                                 For           For
          2    RICHARD E. FOGG                                                                For           For
          3    JAMES E. ROGERS                                                                For           For
          4    JAMES E. UKROP                                                                 For           For
02        RATIFICATION OF KPMG LLP AS THE COMPANY'S                              Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          2009


- --------------------------------------------------------------------------------
FRANKLIN ELECTRIC CO., INC.

SECURITY        353514102         MEETING TYPE   Annual
TICKER SYMBOL   FELE              MEETING DATE   24-Apr-2009
ISIN            US3535141028      AGENDA         933009183 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JEROME D. BRADY                                                                For           For
          2    DAVID M. WATHEN                                                                For           For
02        TO APPROVE THE AMENDMENT AND RESTATEMENT OF                            Management   Against       Against
          THE FRANKLIN ELECTRIC CO., INC. STOCK PLAN.
03        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE,                        Management   For           For
          LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
GATX CORPORATION

SECURITY        361448103         MEETING TYPE   Annual
TICKER SYMBOL   GMT               MEETING DATE   24-Apr-2009
ISIN            US3614481030      AGENDA         933010263 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ANNE L. ARVIA                                                                  For           For
          2    RICHARD FAIRBANKS                                                              For           For
          3    DEBORAH M. FRETZ                                                               For           For
          4    ERNST A. HABERLI                                                               For           For
          5    BRIAN A. KENNEY                                                                For           For
          6    MARK G. MCGRATH                                                                For           For
          7    JAMES B. REAM                                                                  For           For
          8    DAVID S. SUTHERLAND                                                            For           For
          9    CASEY J. SYLLA                                                                 For           For
02        TO APPROVE THE "PERFORMANCE-BASED"                                     Management   For           For
          COMPENSATION PROVISIONS OF THE GATX CORPORATION
          2004 EQUITY INCENTIVE COMPENSATION PLAN TO COMPLY
          WITH THE REQUIREMENTS OF SECTION 162(M) OF THE
          INTERNAL REVENUE CODE OF 1986, AS AMENDED.
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR GATX CORPORATION IN 2009.


- --------------------------------------------------------------------------------
ALLEGHANY CORPORATION

SECURITY        017175100         MEETING TYPE   Annual
TICKER SYMBOL   Y                 MEETING DATE   24-Apr-2009
ISIN            US0171751003      AGENDA         933011152 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JOHN J. BURNS, JR.                               Management   For           For
1B        ELECTION OF DIRECTOR: DAN R. CARMICHAEL                                Management   For           For
1C        ELECTION OF DIRECTOR: WILLIAM K. LAVIN                                 Management   For           For
1D        ELECTION OF DIRECTOR: RAYMOND L.M. WONG                                Management   For           For
02        RATIFICATION OF KPMG LLP AS ALLEGHANY                                  Management   For           For
          CORPORATION'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR 2009.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             50

- --------------------------------------------------------------------------------
FERRO CORPORATION

SECURITY        315405100         MEETING TYPE   Annual
TICKER SYMBOL   FOE               MEETING DATE   24-Apr-2009
ISIN            US3154051003      AGENDA         933019576 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JENNIE S. HWANG, PH.D.                                                         For           For
          2    JAMES F. KIRSCH                                                                For           For
          3    WILLIAM J. SHARP                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANT


- --------------------------------------------------------------------------------
BADGER METER, INC.

SECURITY        056525108         MEETING TYPE   Annual
TICKER SYMBOL   BMI               MEETING DATE   24-Apr-2009
ISIN            US0565251081      AGENDA         933021444 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD H. DIX                                                                  For           For
          2    THOMAS J. FISCHER                                                              For           For
          3    KENNETH P. MANNING                                                             For           For
          4    RICHARD A. MEEUSEN                                                             For           For
          5    ULICE PAYNE, JR.                                                               For           For
          6    ANDREW J. POLICANO                                                             For           For
          7    STEVEN J. SMITH                                                                For           For
          8    JOHN J. STOLLENWERK                                                            For           For


- --------------------------------------------------------------------------------
THE STEAK N SHAKE COMPANY

SECURITY        857873103         MEETING TYPE   Annual
TICKER SYMBOL   SNS               MEETING DATE   24-Apr-2009
ISIN            US8578731031      AGENDA         933044579 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SARDAR BIGLARI                                                                 For           For
          2    PHILIP COOLEY                                                                  For           For
          3    RUTH J. PERSON                                                                 For           For
          4    WILLIAM J. REGAN, JR.                                                          For           For
          5    JOHN W. RYAN                                                                   For           For
02        PROPOSAL TO RATIFY THE SELECTION OF DELOITTE &                         Management   For           For
          TOUCHE, LLP AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
          2009.
03        PROPOSAL TO APPROVE THE COMPANY'S 2009 EMPLOYEE                        Management   For           For
          STOCK PURCHASE PLAN, AS APPROVED BY THE BOARD OF
          DIRECTORS.


- --------------------------------------------------------------------------------
SORIN SPA, MILANO

SECURITY        T8782F102         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   SRN.MI            MEETING DATE   27-Apr-2009
ISIN            IT0003544431      AGENDA         701868652 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 28
          APR 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
          WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
          IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
          SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
          THE MEETING IS CANCELLED-. THANK YOU.
01        Approve the financial statement at 31 DEC 2008 and the                 Management   No Action
          Management report, any adjournment thereof
02        Approve the termination of power of the Director, any adjournment      Management   No Action
          thereof


- --------------------------------------------------------------------------------
VALMONT INDUSTRIES, INC.

SECURITY        920253101         MEETING TYPE   Annual
TICKER SYMBOL   VMI               MEETING DATE   27-Apr-2009
ISIN            US9202531011      AGENDA         933017697 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       DIRECTOR                                                               Management
          1    GLEN A. BARTON                                                                 For           For
          2    DANIEL P. NEARY                                                                For           For
          3    KENNETH E. STINSON                                                             For           For
02.       PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                       Management   For           For
          TOUCHE LLP AS INDEPENDENT AUDITORS FOR FISCAL
          2009.





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             51

- --------------------------------------------------------------------------------
REGAL BELOIT CORPORATION

SECURITY        758750103         MEETING TYPE   Annual
TICKER SYMBOL   RBC               MEETING DATE   27-Apr-2009
ISIN            US7587501039      AGENDA         933024236 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: G. FREDERICK KASTEN, JR.                         Management   For           For
1B        ELECTION OF DIRECTOR: HENRY W. KNUEPPEL                                Management   For           For
1C        ELECTION OF DIRECTOR: DEAN A. FOATE                                    Management   For           For
02        TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS                    Management   For           For
          THE COMPANY'S INDEPENDENT AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
HARLEY-DAVIDSON, INC.

SECURITY        412822108         MEETING TYPE   Annual
TICKER SYMBOL   HOG               MEETING DATE   27-Apr-2009
ISIN            US4128221086      AGENDA         933043438 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARTHA F. BROOKS                                                               For           For
          2    DONALD A. JAMES                                                                For           For
          3    JAMES A. NORLING                                                               For           For
          4    JAMES L. ZIEMER                                                                For           For
02        APPROVAL OF THE HARLEY-DAVIDSON, INC. 2009                             Management   Against       Against
          INCENTIVE STOCK PLAN.
03        RATIFICATION OF SELECTION OF ERNST & YOUNG LLP,                        Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
          TO BE THE AUDITORS.
04        SHAREHOLDER PROPOSAL TO REORGANIZE THE BOARD                           Shareholder  Against       For
          OF DIRECTORS INTO ONE CLASS.


- --------------------------------------------------------------------------------
ESCADA AG, ASCHEIM

SECURITY        D25191111         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   ESC.DE            MEETING DATE   28-Apr-2009
ISIN            DE0005692107      AGENDA         701854843 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          AS A CONDITION OF VOTING, GERMAN MARKET                                Non-Voting
          REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
          YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
          THIS COMPANY. SHOULD EI-THER BE THE CASE, PLEASE
          CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO
          THAT WE-MAY LODGE YOUR INSTRUCTIONS
          ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR-
          PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL.
          THANK YOU
          PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS                         Non-Voting
          MEETING IS 07 APR 2009, WHEREAS-THE MEETING HAS
          BEEN SETUP USING THE ACTUAL RECORD DATE - 1
          BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL
          POSITIONS REPORTED ARE IN CONCURRENCE WITH THE
          GE-RMAN LAW. THANK YOU
01.       Presentation of the financial statements and annual report for the     Non-Voting
          FY 2007/200-8 with the report of the Supervisory Board, the group
          financial statements and-group annual report, and the report
          pursuant to Sections 289(4) and 315(4) of-the German
          Commercial Code
02.       Ratification of the acts of the Board of Managing Director's           Management   For           For
03.       Ratification of the acts of the Supervisory Board                      Management   For           For
04..      Appointment of the Auditors for the 2008/2009 FY: AWT Horwath          Management   For           For
          GmbH, Munich
5.1       Election to the Supervisory Board: Prof. Dr. Reinhard Poellath         Management   For           For
5.2       Election to the Supervisory Board: Mr. Wolfgang Herz                   Management   For           For
06.       Reduction of the share capital and the correspondent amendment         Management   For           For
          to the Article of Association in order to compensate for a decline in
          the value of assets and to offset other losses, the share capital of
          EUR 107,018,009.60 shall be reduced to EUR 58,107,434.90,
          through the reduction of the theoretical value of the shares from
          EUR 5.12 to EUR 2.78
07.       Resolution on the creation of authorized capital and the               Management   For           For
          correspondent amendment to the Article of Association, the Board
          of Managing Director's shall be authorized, with the consent of the
          Supervisory Board, to increase the Company's share capital by up
          to EUR 8,048,251.85 through the issue of new no-par shares
          against payment in cash, on or before 27 APR 2014 [authorized
          capital 2009/2014], shareholders, subscription rights may be
          excluded for residual amounts, for a capital increase of up to 10%
          of the Company's share capital if the new shares are issued at a
          price not materially below their market price





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             52

- --------------------------------------------------------------------------------
IL SOLE 24 ORE SPA, MILANO

SECURITY        T52689105         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   S24.MI            MEETING DATE   28-Apr-2009
ISIN            IT0004269723      AGENDA         701864200 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       Approve the balance sheet as of 31 DEC 2008; the Board of              Management   No Action
          Directors, Board of Auditors and Auditing Company's reports,
          related and consequent resolutions
02.       Approve the integration of the Board of Directors in accordance        Management   No Action
          with article 2386, first paragraph, of the Civil Code and appoint 2
          Directors
03.       Approve the integration of the Board of Auditors in accordance         Management   No Action
          with article 2401, first paragraph of the Civil Code and appoint the
          Board of Auditors Chairman, related and consequent solutions
04..      Approve the postponement of the authorization to the disposal of       Management   No Action
          own shares Ex. Article 2357 TER of the Civil Code


- --------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM

SECURITY        W92277115         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   SWM.DE            MEETING DATE   28-Apr-2009
ISIN            SE0000310336      AGENDA         701893871 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          IMPORTANT MARKET PROCESSING REQUIREMENT: A                             Non-Voting
          BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
          IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
          VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
          POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
          IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
          CLIENT SERVICE REPRESENTATIVE
          MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL                          Non-Voting
          OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
          ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
          NEED TO PROVI-DE THE BREAKDOWN OF EACH
          BENEFICIAL OWNER NAME, ADDRESS AND SHARE
          POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
          THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
          VOTE TO BE LODGED
          PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN                      Non-Voting
          ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU.
          PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING                       Non-Voting
          ID 540594 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
          RECEIVED ON THE PREVIOUS MEETING WILL BE
          DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
          THIS MEETING NOTICE. THANK YOU.
01.       Opening of the Meeting and election of Mr. Claes Beyer as the          Non-Voting
          Chairman of the-Meeting
02.       Preparation and approval of the voting list                            Non-Voting
03.       Election of one or two persons, to verify the minutes                  Non-Voting
04.       Determination of whether the meeting has been duly convened            Non-Voting
05..      Approval of the AGENDA                                                 Non-Voting
06        Presentation of the annual report and the Auditors' report, the        Non-Voting
          consolidated f-inancial statements and the Auditors' report on the
          consolidated financial sta-tements for 2008, the Auditors'
          statement regarding compliance with the princi-ples for
          determination of remuneration to senior executives as well as the
          Boa-rd of Directors' motion regarding the allocation of profit and
          explanatory sta-tements; in connection therewith, the President's
          address and the Board of Dir-ectors' report regarding its work and
          the work and function of the Compensatio-n Committee and the
          Audit Committee
07.       Adopt the income statement and balance sheet and the                   Management   For           For
          consolidated income statement and consolidated balance sheet
08.       Approve that a dividend be paid to the shareholders in the amount      Management   For           For
          of SEK 4.10 per share and the remaining profits be carried
          forward, minus the funds that may be utilized for a bonus issue,
          provided that the 2009 AGM passes a resolution in accordance
          with a reduction of the share capital pursuant to Resolution 10.A,
          as well as a resolution concerning a bonus issue pursuant to
          Resolution 10.B; the record date for entitlement to receive a cash
          dividend is 04 MAY 2009; the dividend is expected to be paid
          through Euroclear Sweden AB [formerly VPC AB] on 07 MAY
          2009
09.       Grant discharge, from liability, to the Board Members and the          Management   For           For
          President

10.A      Approve to reduce the Company's share capital of SEK                   Management   For           For
          6,110,045.76 by means of the withdrawal of 4,000,000 shares in
          the Company; the shares in the Company proposed for withdrawal
          have been repurchased by the Company in accordance with the
          authorization granted by the general meeting of the Company and
          the reduced amount be allocated to a fund for use in repurchasing
          the Company's own shares
10.B      Approve, upon passing of Resolution 10A, to increase in the            Management   For           For
          Company's share capital of SEK 6,110,045.76 through a transfer
          from non-restricted shareholders' equity to the share capital
          [bonus issue]; the share capital shall be increased without issuing
          new shares
11.       Authorize the Board of Directors to decide on the acquisition, on 1    Management   For           For
          or more occasions prior to the next AGM, of a maximum of as
          many shares as may be acquired without the Company's holding
          at any time exceeding more than 10% of all shares in the
          Company, for a maximum amount of SEK 3,000 million; the
          shares shall be acquired on the NASDAQ OMX Nordic Exchange
          in Stockholm Stock Exchange at a price within the price interval
          registered at any given time, i.e. the interval between the highest
          bid price and the lowest offer price
12.       Adopt the specified principles for determination of remuneration       Management   For           For
          and other terms of employment for the President and other
          Members of the Group Management team
13.       Approve a Call Option Program for 2009                                 Management   For           For





ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             53


                                                                                                
14.       Approve that the Company issue 1,720,000 call options to execute       Management   For           For
          the option program for 2008; that the Company, in a deviation
          from the preferential rights of shareholders, be permitted to
          transfer of 1,720,000 shares in the Company at a selling price of
          SEK 141.24 per share in conjunction with a potential exercise of
          the call options; the number of shares and the selling price of the
          shares covered by the transfer resolution in accordance with this
          item may be recalculated as a consequence of a bonus issue of
          shares, a consolidation or split of shares, a new share issue, a
          reduction in the share capital, or another similar measure
15.       Approve to determine the number of Members of the Board of             Management   For           For
          Directors at 7, without Deputies
16.       Approve that the Board of Directors be paid for the period until the   Management   For           For
          close of the next AGM as follows: the Chairman shall receive SEK
          1,575,000 and the Deputy Chairman shall receive SEK 745,000
          and the other Board Members elected by the meeting shall each
          receive SEK 630,000 and, as compensation for committee work
          carried out, be allocated SEK 230,000 to the Chairmen of the
          Compensation Committee and the Audit Committee respectively
          and SEK 115,000 respectively to the other Members of these
          Committees although totaling no more than SEK 920,000; and
          that Members of the Board employed by the Swedish Match
          Group shall not receive any remuneration
17.       Re-elect Messrs. Charles A. Blixt, Andrew Cripps, Karen Guerra,        Management   For           For
          Arne Jurbrant, Conny Karlsson, Kersti Strandqvist and Meg
          Tiveus as the Members of the Board of Directors and Mr. Conny
          Karlsson as the Chairman of the Board, and Mr. Andrew Cripps as
          the Deputy Chairman
18.       Amend the Articles of Association                                      Management   For           For
19.       Approve the procedure for appointing Members to the Nominating         Management   For           For
          Committee and the matter of remuneration for the Nominating
          Committee, if any
20.       Adopt the instructions for Swedish Match AB's Nominating               Management   For           For
          Committee which, in all essentials, are identical to those adopted
          by the 2008 AGM


- --------------------------------------------------------------------------------
COCKLESHELL LTD

SECURITY        P3057B104         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   5CL.BE            MEETING DATE   28-Apr-2009
ISIN            BZP3057B1040      AGENDA         701894974 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
S.1       Approve, for the purposes of Rule 41 of the AIM Rules for              Management   For           For
          Companies, the cancellation of admission to trading on AIM of the
          ordinary shares of USD 0.01 each in the capital of Cockleshell
          Limited


- --------------------------------------------------------------------------------
WELLS FARGO & COMPANY

SECURITY        949746101         MEETING TYPE   Annual
TICKER SYMBOL   WFC               MEETING DATE   28-Apr-2009
ISIN            US9497461015      AGENDA         933008422 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JOHN D. BAKER II                                 Management   For           For
1B        ELECTION OF DIRECTOR: JOHN S. CHEN                                     Management   For           For
1C        ELECTION OF DIRECTOR: LLOYD H. DEAN                                    Management   For           For
1D        ELECTION OF DIRECTOR: SUSAN E. ENGEL                                   Management   For           For
1E        ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.                           Management   For           For
1F        ELECTION OF DIRECTOR: DONALD M. JAMES                                  Management   For           For
1G        ELECTION OF DIRECTOR: ROBERT L. JOSS                                   Management   For           For
1H        ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH                            Management   For           For
1I        ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                             Management   For           For
1J        ELECTION OF DIRECTOR: MACKEY J. MCDONALD                               Management   For           For
1K        ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                              Management   For           For
1L        ELECTION OF DIRECTOR: NICHOLAS G. MOORE                                Management   For           For
1M        ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                                Management   For           For
1N        ELECTION OF DIRECTOR: DONALD B. RICE                                   Management   For           For
1O        ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                                Management   For           For
1P        ELECTION OF DIRECTOR: STEPHEN W. SANGER                                Management   For           For
1Q        ELECTION OF DIRECTOR: ROBERT K. STEEL                                  Management   For           For
1R        ELECTION OF DIRECTOR: JOHN G. STUMPF                                   Management   For           For
1S        ELECTION OF DIRECTOR: SUSAN G. SWENSON                                 Management   For           For
02        PROPOSAL TO APPROVE A NON-BINDING ADVISORY                             Management   For           For
          RESOLUTION REGARDING THE COMPENSATION OF THE
          COMPANY'S NAMED EXECUTIVES.
03        PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS                          Management   For           For
          INDEPENDENT AUDITORS FOR 2009.
04        PROPOSAL TO APPROVE AN AMENDMENT TO THE                                Management   Against       Against
          COMPANY'S LONG-TERM INCENTIVE COMPENSATION PLAN.
05        STOCKHOLDER PROPOSAL REGARDING A BY-LAWS                               Shareholder  Against       For
          AMENDMENT TO REQUIRE AN INDEPENDENT CHAIRMAN.
06        STOCKHOLDER PROPOSAL REGARDING A REPORT ON                             Shareholder  Against       For
          POLITICAL CONTRIBUTIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             54

- --------------------------------------------------------------------------------
WEIS MARKETS, INC.

SECURITY        948849104         MEETING TYPE   Annual
TICKER SYMBOL   WMK               MEETING DATE   28-Apr-2009
ISIN            US9488491047      AGENDA         933010554 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT F. WEIS                                                                 For           For
          2    JONATHAN H. WEIS                                                               For           For
          3    DAVID J. HEPFINGER                                                             For           For
          4    WILLIAM R. MILLS                                                               For           For
          5    MATTHEW NIMETZ                                                                 For           For
          6    RICHARD E. SHULMAN                                                             For           For
          7    STEVEN C. SMITH                                                                For           For
02        PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT                           Management   For           For
          THORNTON LLP AS THE INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM OF THE CORPORATION.


- --------------------------------------------------------------------------------
TREE COM INC

SECURITY        894675107         MEETING TYPE   Annual
TICKER SYMBOL   TREE              MEETING DATE   28-Apr-2009
ISIN            US8946751075      AGENDA         933014069 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER C. HORAN                                                                 For           For
          2    W. MAC LACKEY                                                                  For           For
          3    DOUGLAS R. LEBDA                                                               For           For
          4    JOSEPH LEVIN                                                                   For           For
          5    PATRICK L. MCCRORY                                                             For           For
          6    LANCE C. MELBER                                                                For           For
          7    STEVEN OZONIAN                                                                 For           For
02        TO APPROVE THE SECOND AMENDED AND RESTATED 2008                        Management   Against       Against
          STOCK AND ANNUAL INCENTIVE PLAN.
03        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
ROLLINS, INC.

SECURITY        775711104         MEETING TYPE   Annual
TICKER SYMBOL   ROL               MEETING DATE   28-Apr-2009
ISIN            US7757111049      AGENDA         933014970 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GARY W. ROLLINS*                                                               For           For
          2    HENRY B. TIPPIE*                                                               For           For
          3    LARRY L. PRINCE*                                                               For           For
          4    GLEN W. ROLLINS**                                                              For           For


- --------------------------------------------------------------------------------
MARINE PRODUCTS CORPORATION

SECURITY        568427108         MEETING TYPE   Annual
TICKER SYMBOL   MPX               MEETING DATE   28-Apr-2009
ISIN            US5684271084      AGENDA         933017661 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD A. HUBBELL                                                             For           For
          2    LINDA H. GRAHAM                                                                For           For
          3    BILL J. DISMUKE                                                                For           For
          4    LARRY L. PRINCE                                                                For           For


- --------------------------------------------------------------------------------
RPC, INC.

SECURITY        749660106         MEETING TYPE   Annual
TICKER SYMBOL   RES               MEETING DATE   28-Apr-2009
ISIN            US7496601060      AGENDA         933021228 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD A. HUBBELL                                                             For           For
          2    LINDA H. GRAHAM                                                                For           For
          3    BILL J. DISMUKE                                                                For           For
          4    LARRY L. PRINCE                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             55

- --------------------------------------------------------------------------------
CH ENERGY GROUP, INC.

SECURITY        12541M102         MEETING TYPE   Annual
TICKER SYMBOL   CHG               MEETING DATE   28-Apr-2009
ISIN            US12541M1027      AGENDA         933022559 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MANUEL J. IRAOLA                                                               For           For
          2    E. MICHEL KRUSE                                                                For           For
          3    ERNEST R. VEREBELYI                                                            For           For
02        AMENDMENT TO RESTATED CERTIFICATE OF                                   Management   For           For
          INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION
          OF DIRECTORS.
03        RATIFICATION OF APPOINTMENT OF THE CORPORATION'S                       Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
FISHER COMMUNICATIONS, INC.

SECURITY        337756209         MEETING TYPE   Annual
TICKER SYMBOL   FSCI              MEETING DATE   28-Apr-2009
ISIN            US3377562091      AGENDA         933028688 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DEBORAH L. BEVIER                                                              For           For
          2    PAUL A. BIBLE                                                                  For           For
          3    DAVID LORBER                                                                   For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        SHAREHOLDER PROPOSAL REQUESTING THE                                    Shareholder  Against       For
          DECLASSIFICATION OF THE COMPANY'S BOARD OF
          DIRECTORS.
04        SHAREHOLDER PROPOSAL AMENDING THE COMPANY'S                            Shareholder  For           Against
          BYLAWS TO REQUIRE SHAREHOLDER APPROVAL OF
          CERTAIN COMPANY ACQUISITIONS.


- --------------------------------------------------------------------------------
CAPITAL PROPERTIES, INC.

SECURITY        140430109         MEETING TYPE   Annual
TICKER SYMBOL   CPTP              MEETING DATE   28-Apr-2009
ISIN            US1404301095      AGENDA         933029351 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT H. EDER                                                                 For           For
          2    TODD D. TURCOTTE                                                               For           For


- --------------------------------------------------------------------------------
BIO-RAD LABORATORIES, INC.

SECURITY        090572207         MEETING TYPE   Annual
TICKER SYMBOL   BIO               MEETING DATE   28-Apr-2009
ISIN            US0905722072      AGENDA         933037663 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LOUIS DRAPEAU                                                                  For           For
          2    ALBERT J. HILLMAN                                                              For           For
02        PROPOSAL TO RATIFY THE SELECTION OF DELOITTE &                         Management   For           For
          TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
          AUDITORS.


- --------------------------------------------------------------------------------
AMPCO-PITTSBURGH CORPORATION

SECURITY        032037103         MEETING TYPE   Annual
TICKER SYMBOL   AP                MEETING DATE   29-Apr-2009
ISIN            US0320371034      AGENDA         933010299 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT J. APPEL                                                                For           For
          2    PAUL A. GOULD                                                                  For           For
          3    ROBERT A. PAUL                                                                 For           For
02        A PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE                       Management   For           For
          & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
AGL RESOURCES INC.

SECURITY        001204106         MEETING TYPE   Annual
TICKER SYMBOL   AGL               MEETING DATE   29-Apr-2009
ISIN            US0012041069      AGENDA         933010972 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES R. CRISP                                                               For           For
          2    WYCK A. KNOX, JR.                                                              For           For
          3    DENNIS M. LOVE                                                                 For           For
          4    CHARLES H "PETE" MCTIER                                                        For           For
          5    HENRY C. WOLF                                                                  For           For
02        TO AMEND OUR ARTICLES OF INCORPORATION TO                              Management   For           For
          ELIMINATE CLASSIFICATION OF THE BOARD OF
          DIRECTORS.
03        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             56

- --------------------------------------------------------------------------------
TENNANT COMPANY

SECURITY        880345103         MEETING TYPE   Annual
TICKER SYMBOL   TNC               MEETING DATE   29-Apr-2009
ISIN            US8803451033      AGENDA         933013675 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JEFFREY A. BALAGNA                                                             For           For
          2    STEVEN A. SONNENBERG                                                           For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          THE COMPANY.
03        IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO                     Management   For           For
          VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
          COME BEFORE THE MEETING.


- --------------------------------------------------------------------------------
STRYKER CORPORATION

SECURITY        863667101         MEETING TYPE   Annual
TICKER SYMBOL   SYK               MEETING DATE   29-Apr-2009
ISIN            US8636671013      AGENDA         933013966 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN W. BROWN                                                                  For           For
          2    HOWARD E. COX. JR.                                                             For           For
          3    DONALD M. ENGELMAN                                                             For           For
          4    LOUISE L. FRANCESCONI                                                          For           For
          5    HOWARD L. LANCE                                                                For           For
          6    STEPHEN P. MACMILLAN                                                           For           For
          7    WILLIAM U. PARFET                                                              For           For
          8    RONDA E. STRYKER                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
BORGWARNER INC.

SECURITY        099724106         MEETING TYPE   Annual
TICKER SYMBOL   BWA               MEETING DATE   29-Apr-2009
ISIN            US0997241064      AGENDA         933014134 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHYLLIS O. BONANNO*                                                            For           For
          2    ALEXIS P. MICHAS*                                                              For           For
          3    RICHARD O. SCHAUM*                                                             For           For
          4    THOMAS T. STALLKAMP*                                                           For           For
          5    DENNIS C. CUNEO**                                                              For           For
02        TO APPROVE AMENDMENTS TO THE COMPANY'S AMENDED                         Management   For           For
          AND RESTATED 2004 STOCK INCENTIVE PLAN, INCLUDING
          TO INCREASE THE AUTHORIZED COMMON STOCK
          AVAILABLE FOR AWARDS UNDER THAT PLAN.
03        TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE                          Management   For           For
          COOPERS LLP AS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE COMPANY FOR 2009.


- --------------------------------------------------------------------------------
CEPHEID

SECURITY        15670R107         MEETING TYPE   Annual
TICKER SYMBOL   CPHD              MEETING DATE   29-Apr-2009
ISIN            US15670R1077      AGENDA         933014285 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN L. BISHOP                                                                 For           For
          2    THOMAS D. BROWN                                                                For           For
          3    DEAN O. MORTON                                                                 For           For
02        TO AMEND CEPHEID'S 2000 EMPLOYEE STOCK PURCHASE                        Management   For           For
          PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE
          THEREUNDER.
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          CEPHEID FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             57

- --------------------------------------------------------------------------------
BARRICK GOLD CORPORATION

SECURITY        067901108         MEETING TYPE   Annual
TICKER SYMBOL   ABX               MEETING DATE   29-Apr-2009
ISIN            CA0679011084      AGENDA         933017801 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    H.L. BECK                                                                      For           For
          2    C.W.D. BIRCHALL                                                                For           For
          3    D.J. CARTY                                                                     For           For
          4    G. CISNEROS                                                                    For           For
          5    M.A. COHEN                                                                     For           For
          6    P.A. CROSSGROVE                                                                For           For
          7    R.M. FRANKLIN                                                                  For           For
          8    P.C. GODSOE                                                                    For           For
          9    J.B. HARVEY                                                                    For           For
          10   B. MULRONEY                                                                    For           For
          11   A. MUNK                                                                        For           For
          12   P. MUNK                                                                        For           For
          13   A.W. REGENT                                                                    For           For
          14   S.J. SHAPIRO                                                                   For           For
          15   G.C. WILKINS                                                                   For           For
02        RESOLUTION APPROVING THE APPOINTMENT OF                                Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF
          BARRICK AND AUTHORIZING THE DIRECTORS TO FIX THEIR
          REMUNERATION.
03        SHAREHOLDER RESOLUTION SET OUT IN SCHEDULE B TO                        Shareholder  Against       For
          THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.


- --------------------------------------------------------------------------------
CIRCOR INTERNATIONAL, INC.

SECURITY        17273K109         MEETING TYPE   Annual
TICKER SYMBOL   CIR               MEETING DATE   29-Apr-2009
ISIN            US17273K1097      AGENDA         933025478 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID F. DIETZ                                                                 For           For
          2    DOUGLAS M. HAYES                                                               For           For
          3    THOMAS E. NAUGLE                                                               For           For
02        TO RATIFY THE SELECTION OF GRANT THORNTON LLP AS                       Management   For           For
          THE COMPANY'S INDEPENDENT AUDITORS FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
DOVER DOWNS GAMING & ENTERTAINMENT, INC.

SECURITY        260095104         MEETING TYPE   Annual
TICKER SYMBOL   DDE               MEETING DATE   29-Apr-2009
ISIN            US2600951048      AGENDA         933030102 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HENRY B. TIPPIE                                                                For           For
          2    R. RANDALL ROLLINS                                                             For           For


- --------------------------------------------------------------------------------
DOVER MOTORSPORTS, INC.

SECURITY        260174107         MEETING TYPE   Annual
TICKER SYMBOL   DVD               MEETING DATE   29-Apr-2009
ISIN            US2601741075      AGENDA         933030114 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HENRY B. TIPPIE                                                                Withheld      Against
          2    R. RANDALL ROLLINS                                                             For           For
          3    PATRICK J. BAGLEY                                                              Withheld      Against
02        STOCKHOLDER PROPOSAL TO ELIMINATE THE COMPANY'S                        Shareholder  For           Against
          RIGHTS AGREEMENT.


- --------------------------------------------------------------------------------
PROVIDENCE AND WORCESTER RAILROAD CO.

SECURITY        743737108         MEETING TYPE   Annual
TICKER SYMBOL   PWX               MEETING DATE   29-Apr-2009
ISIN            US7437371088      AGENDA         933031267 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD ANDERSON                                                               For           For
          2    ROBERT EDER                                                                    For           For
          3    JOHN HEALY                                                                     For           For
          4    PAUL TITTERTON                                                                 For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             58

- --------------------------------------------------------------------------------
EMBRAER-EMPRESA BRASILEIRA

SECURITY        29081M102         MEETING TYPE   Annual
TICKER SYMBOL   ERJ               MEETING DATE   29-Apr-2009
ISIN            US29081M1027      AGENDA         933050596 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        EXAMINE, DISCUSS AND VOTE FOR THE APPROVAL OF THE                      Management   For           For
          FINANCIAL STATEMENTS PRESENTED BY THE
          MANAGEMENT IN CONNECTION WITH THE FISCAL YEAR
          ENDED IN DECEMBER 31, 2008
02        ALLOCATION OF NET PROFITS RECORDED IN THE FISCAL                       Management   For           For
          YEAR ENDED DECEMBER 31, 2008
03        ELECTION OF THE MEMBERS OF THE BOARD OF                                Management   For           For
          DIRECTORS FOR THE PERIOD OF 2009/2011 AND THE
          NOMINATION OF ITS CHAIRMAN AND VICE CHAIRMAN
04        ELECTION OF THE MEMBERS OF THE FISCAL BOARD FOR                        Management   For           For
          THE PERIOD OF 2009/2010 AND DESIGNATION OF ITS
          CHAIRMAN, VICE CHAIRMAN AND FINANCIAL EXPERT
05        SETTING OF THE ANNUAL AMOUNT FOR DISTRIBUTION                          Management   For           For
          AMONG THE MANAGEMENT (EXECUTIVE OFFICERS,
          DIRECTORS AND MEMBERS OF THE COMMITTEES OF THE
          BOARD OF DIRECTORS) OF THE COMPANY
06        SET THE COMPENSATION OF THE MEMBERS OF THE                             Management   For           For
          FISCAL BOARD


- --------------------------------------------------------------------------------
DAVIDE CAMPARI - MILANO SPA, MILANO

SECURITY        T24091117         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   DVDCF.PK          MEETING DATE   30-Apr-2009
ISIN            IT0003849244      AGENDA         701856025 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 04
          MAY 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
          WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
          IS AMENDED. PLEASE BE ALSO ADVISED THAT Y-OUR
          SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
          THE MEETING IS CANCELLED-. THANK YOU.
01.       Approve the financial statement at 12 DEC 2008, any adjournment        Management   No Action
          thereof
02.       Approve the Stock Option Plan                                          Management   No Action
03.       Grant authority to buy and sell own shares                             Management   No Action


- --------------------------------------------------------------------------------
JANUS CAPITAL GROUP INC.

SECURITY        47102X105         MEETING TYPE   Annual
TICKER SYMBOL   JNS               MEETING DATE   30-Apr-2009
ISIN            US47102X1054      AGENDA         933011063 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: STEVEN L. SCHEID (CHAIRMAN)                      Management   For           For
1B        ELECTION OF DIRECTOR: TIMOTHY K. ARMOUR                                Management   For           For
1C        ELECTION OF DIRECTOR: J. RICHARD FREDERICKS                            Management   For           For
1D        ELECTION OF DIRECTOR: LAWRENCE E. KOCHARD                              Management   For           For
1E        ELECTION OF DIRECTOR: LANDON H. ROWLAND                                Management   For           For
02        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS INDEPENDENT AUDITOR


- --------------------------------------------------------------------------------
CHURCH & DWIGHT CO., INC.

SECURITY        171340102         MEETING TYPE   Annual
TICKER SYMBOL   CHD               MEETING DATE   30-Apr-2009
ISIN            US1713401024      AGENDA         933011380 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    T. ROSIE ALBRIGHT                                                              For           For
          2    RAVICHANDRA K. SALIGRAM                                                        For           For
          3    ROBERT K. SHEARER                                                              For           For
02        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM TO AUDIT THE CHURCH & DWIGHT CO.,
          INC. 2009 CONSOLIDATED FINANCIAL STATEMENTS.


- --------------------------------------------------------------------------------
ARCH CHEMICALS, INC.

SECURITY        03937R102         MEETING TYPE   Annual
TICKER SYMBOL   ARJ               MEETING DATE   30-Apr-2009
ISIN            US03937R1023      AGENDA         933012611 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM H. POWELL                                                              For           For
          2    DANIEL S. SANDERS                                                              For           For
          3    JANICE J. TEAL                                                                 For           For
02        APPROVAL OF THE ARCH CHEMICALS, INC. 2009 LONG                         Management   For           For
          TERM INCENTIVE PLAN.
03        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             59

- --------------------------------------------------------------------------------
DUFF & PHELPS CORPORATION

SECURITY        26433B107         MEETING TYPE   Annual
TICKER SYMBOL   DUF               MEETING DATE   30-Apr-2009
ISIN            US26433B1070      AGENDA         933014110 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NOAH GOTTDIENER                                                                For           For
          2    GERARD CREAGH                                                                  For           For
          3    ROBERT M. BELKE                                                                For           For
          4    PETER W. CALAMARI                                                              For           For
          5    WILLIAM R. CARAPEZZI                                                           For           For
          6    WILLIAM J. HANNIGAN                                                            For           For
          7    HARVEY M. KRUEGER                                                              For           For
          8    SANDER M. LEVY                                                                 For           For
          9    JEFFREY D. LOVELL                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
LIFE TECHNOLOGIES CORPORATION

SECURITY        53217V109         MEETING TYPE   Annual
TICKER SYMBOL   LIFE              MEETING DATE   30-Apr-2009
ISIN            US53217V1098      AGENDA         933015035 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD W. GRIMM                                                                For           For
          2    GREGORY T. LUCIER                                                              For           For
          3    PER A. PETERSON, PHD                                                           For           For
          4    WILLIAM S. SHANAHAN                                                            For           For
          5    ARNOLD J. LEVINE, PHD                                                          For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
          FISCAL YEAR 2009
03        AMENDMENT OF THE INVITROGEN CORPORATION 1998                           Management   For           For
          EMPLOYEE STOCK PURCHASE PLAN
04        ADOPTION OF THE LIFE TECHNOLOGIES CORPORATION                          Management   For           For
          1999 EMPLOYEE STOCK PURCHASE PLAN
05        ADOPTION OF THE COMPANY'S 2009 EQUITY INCENTIVE                        Management   Against       Against
          PLAN


- --------------------------------------------------------------------------------
JOURNAL COMMUNICATIONS, INC.

SECURITY        481130102         MEETING TYPE   Annual
TICKER SYMBOL   JRN               MEETING DATE   30-Apr-2009
ISIN            US4811301021      AGENDA         933018473 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID J. DRURY                                                                 For           For
          2    JONATHAN NEWCOMB                                                               For           For
          3    ROGER D. PEIRCE                                                                For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSE COOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING DECEMBER 27, 2009.


- --------------------------------------------------------------------------------
MYERS INDUSTRIES, INC.

SECURITY        628464109         MEETING TYPE   Annual
TICKER SYMBOL   MYE               MEETING DATE   30-Apr-2009
ISIN            US6284641098      AGENDA         933020050 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR
          1    KEITH A. BROWN                                                                 For           For
          2    VINCENT C. BYRD                                                                For           For
          3    EDWARD F. CRAWFORD                                                             For           Against
          4    CLARENCE A. DAVIS                                                              For           Against
          5    STEPHEN E. MYERS                                                               For           For
          6    GARY DAVIS                                                                     For           Against
          7    AVRUM GRAY                                                                     For           Against
          8    JON H. OUTCALT                                                                 For           For
          9    ROBERT A. STEFANKO                                                             For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL 2009.
03        TO APPROVE THE ADOPTION OF THE 2008 INCENTIVE                          Management   Against       Against
          STOCK PLAN.
04        TO APPROVE AND ADOPT AN AMENDMENT TO THE CODE                          Management   Against       Against
          OF REGULATIONS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             60

- --------------------------------------------------------------------------------
CAREER EDUCATION CORPORATION

SECURITY        141665109         MEETING TYPE   Annual
TICKER SYMBOL   CECO              MEETING DATE   30-Apr-2009
ISIN            US1416651099      AGENDA         933023258 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: DENNIS H. CHOOKASZIAN                            Management   For           For
1B        ELECTION OF DIRECTOR: DAVID W. DEVONSHIRE                              Management   For           For
1C        ELECTION OF DIRECTOR: PATRICK W. GROSS                                 Management   For           For
1D        ELECTION OF DIRECTOR: GREGORY L. JACKSON                               Management   For           For
1E        ELECTION OF DIRECTOR: THOMAS B. LALLY                                  Management   For           For
1F        ELECTION OF DIRECTOR: STEVEN H. LESNIK                                 Management   For           For
1G        ELECTION OF DIRECTOR: GARY E. MCCULLOUGH                               Management   For           For
1H        ELECTION OF DIRECTOR: EDWARD A. SNYDER                                 Management   For           For
1I        ELECTION OF DIRECTOR: LESLIE T. THORNTON                               Management   For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
          THE YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
ALLERGAN, INC.

SECURITY        018490102         MEETING TYPE   Annual
TICKER SYMBOL   AGN               MEETING DATE   30-Apr-2009
ISIN            US0184901025      AGENDA         933026812 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: HERBERT W. BOYER, PH.D.                          Management   For           For
1B        ELECTION OF DIRECTOR: ROBERT A. INGRAM                                 Management   For           For
1C        ELECTION OF DIRECTOR: DAVID E.I. PYOTT                                 Management   For           For
1D        ELECTION OF DIRECTOR: RUSSELL T. RAY                                   Management   For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR FISCAL YEAR 2009.
03        TO APPROVE A STOCKHOLDER PROPOSAL REGARDING                            Shareholder  Against       For
          ADDITIONAL ANIMAL TESTING DISCLOSURE.


- --------------------------------------------------------------------------------
CALLON PETROLEUM COMPANY

SECURITY        13123X102         MEETING TYPE   Annual
TICKER SYMBOL   CPE               MEETING DATE   30-Apr-2009
ISIN            US13123X1028      AGENDA         933027434 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    FRED L. CALLON                                                                 For           For
          2    L. RICHARD FLURY                                                               For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.
03        TO APPROVE AND RATIFY THE CALLON PETROLEUM                             Management   Against       Against
          COMPANY 2009 STOCK INCENTIVE PLAN.


- --------------------------------------------------------------------------------
COACHMEN INDUSTRIES, INC.

SECURITY        189873102         MEETING TYPE   Annual
TICKER SYMBOL   COA               MEETING DATE   30-Apr-2009
ISIN            US1898731021      AGENDA         933031748 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD W. HUDLER                                                               For           For
          2    JOHN A. GOEBEL                                                                 For           For
02        TO AMEND THE ARTICLES OF INCORPORATION OF THE                          Management   Against       Against
          COMPANY TO AUTHORIZE THE ISSUANCE OF UP TO
          10,000,000 SHARES OF PREFERRED STOCK.


- --------------------------------------------------------------------------------
BANK OF FLORIDA CORPORATION

SECURITY        062128103         MEETING TYPE   Annual
TICKER SYMBOL   BOFL              MEETING DATE   30-Apr-2009
ISIN            US0621281031      AGENDA         933042498 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD R. BARBER                                                               For           For
          2    JOE B. COX, ESQ.                                                               For           For
          3    BRADFORD G. DOUGLAS                                                            For           For
          4    JOHN B. JAMES                                                                  For           For
          5    LAVONNE JOHNSON                                                                For           For
          6    EDWARD KALOUST                                                                 For           For
          7    MICHAEL L. MCMULLAN                                                            For           For
          8    EDWARD A. MORTON                                                               For           For
          9    PIERCE T. NEESE                                                                For           For
          10   M.T. PUTZIGER, ESQ.                                                            For           For
          11   RAMON A. RODRIGUEZ, CPA                                                        For           For
          12   FRANCIS ROONEY                                                                 For           For
          13   TERRY W. STILES                                                                For           For
02        THE APPROVAL OF THE AMENDMENT OF THE 2006 STOCK                        Management   Against       Against
          COMPENSATION PLAN.
03        THE ADJOURNMENT OF THE ANNUAL MEETING TO SOLICIT                       Management   For           For
          ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT
          SUFFICIENT VOTES TO APPROVE EITHER OF THE
          FOREGOING PROPOSALS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             61

- --------------------------------------------------------------------------------
VINA CONCHA Y TORO S.A.

SECURITY        927191106         MEETING TYPE   Annual
TICKER SYMBOL   VCO               MEETING DATE   30-Apr-2009
ISIN            US9271911060      AGENDA         933052386 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET,                          Management   For
          FINANCIAL STATEMENTS AND REPORTS OF THE EXTERNAL
          AUDITORS, FOR YEAR ENDED DECEMBER 31, 2008.
02        DISTRIBUTION OF EARNINGS AND DIVIDEND POLICY.                          Management   For
03        APPOINTMENT OF EXTERNAL AUDITORS FOR THE YEAR                          Management   For
          2009.
04        SET THE DIRECTORS' REMUNERATION.                                       Management   For
05        SET THE REMUNERATION OF THE DIRECTOR MEMBERS OF                        Management   For
          THE COMMITTEE REFERRED TO IN ARTICLE 50 BIS OF LAW
          18,046, AND SET ITS WORKING EXPENSE BUDGET FOR THE
          YEAR 2009.
06        DETERMINE THE NEWSPAPER FOR THE PUBLICATION OF                         Management   For
          THE CALLING OF THE NEXT ORDINARY SHAREHOLDERS
          MEETING.
07        REPORT ON TRANSACTIONS CARRIED OUT BY THE                              Management   For
          COMPANY AS REFERRED TO IN ARTICLE 44 OF LAW 18,046.
08        OTHER MATTERS OF THE COMPETENCE OF THE ORDINARY                        Management   For
          SHAREHOLDERS MEETING.


- --------------------------------------------------------------------------------
CINCINNATI BELL INC.

SECURITY        171871106         MEETING TYPE   Annual
TICKER SYMBOL   CBB               MEETING DATE   01-May-2009
ISIN            US1718711062      AGENDA         933014780 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BRUCE L. BYRNES                                                                For           For
          2    JAKKI L. HAUSSLER                                                              For           For
          3    MARK LAZARUS                                                                   For           For
          4    CRAIG F. MAIER                                                                 For           For
          5    ALEX SHUMATE                                                                   For           For
02        THE APPROVAL OF A PROPOSAL TO AMEND THE                                Management   Against       Against
          CINCINNATI BELL INC. 2007 LONG TERM INCENTIVE PLAN
          TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR
          ISSUANCE UNDER THE 2007 LONG TERM INCENTIVE PLAN
          BY 10,000,000 COMMON SHARES AND TO MODIFY THE
          LIMITS OF CERTAIN AWARD TYPES, INCLUDING FULL
          VALUE SHARE AWARDS, THAT MAY BE GRANTED UNDER
          THE 2007 LONG TERM INCENTIVE PLAN.
03        THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &                      Management   For           For
          TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENTS
          OF THE COMPANY FOR THE YEAR 2009.


- --------------------------------------------------------------------------------
WORLD WRESTLING ENTERTAINMENT, INC.

SECURITY        98156Q108         MEETING TYPE   Annual
TICKER SYMBOL   WWE               MEETING DATE   01-May-2009
ISIN            US98156Q1085      AGENDA         933015085 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    VINCENT K. MCMAHON                                                             For           For
          2    LINDA E. MCMAHON                                                               For           For
          3    DAVID KENIN                                                                    For           For
          4    JOSEPH H. PERKINS                                                              For           For
          5    FRANK A. RIDDICK, III                                                          For           For
          6    MICHAEL B. SOLOMON                                                             For           For
          7    JEFFREY R. SPEED                                                               For           For
          8    LOWELL P. WEICKER, JR.                                                         For           For
          9    DONNA GOLDSMITH                                                                For           For
          10   KEVIN DUNN                                                                     For           For
02        RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE                        Management   For           For
          THE MEETING OR ANY ADJOURNMENT THEREOF.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             62

- --------------------------------------------------------------------------------
THE BRINK'S COMPANY

SECURITY        109696104         MEETING TYPE   Annual
TICKER SYMBOL   BCO               MEETING DATE   01-May-2009
ISIN            US1096961040      AGENDA         933016164 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROGER G. ACKERMAN**                                                            For           For
          2    BETTY C. ALEWINE*                                                              For           For
          3    MICHAEL J. HERLING*                                                            For           For
          4    THOMAS C. SCHIEVELBEIN*                                                        For           For
          5    ROBERT J. STRANG**                                                             For           For
02        APPROVE THE AUDIT AND ETHICS COMMITTEE'S                               Management   For           For
          SELECTION OF KPMG LLP AS AN INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
          ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
          THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
TELEFLEX INCORPORATED

SECURITY        879369106         MEETING TYPE   Annual
TICKER SYMBOL   TFX               MEETING DATE   01-May-2009
ISIN            US8793691069      AGENDA         933025480 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JEFFREY P. BLACK                                                               For           For
          2    SIGISMUNDUS W LUBSEN                                                           For           For
          3    STUART A. RANDLE                                                               For           For
          4    HAROLD L. YOH III                                                              For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
IMS HEALTH INCORPORATED

SECURITY        449934108         MEETING TYPE   Annual
TICKER SYMBOL   RX                MEETING DATE   01-May-2009
ISIN            US4499341083      AGENDA         933027117 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: H. EUGENE LOCKHART                               Management   For           For
1B        ELECTION OF DIRECTOR: BRADLEY T. SHEARES                               Management   For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.
03        APPROVAL OF THE AMENDMENTS TO THE RESTATED                             Management   For           For
          CERTIFICATE OF INCORPORATION TO ELIMINATE THE
          SUPERMAJORITY VOTE PROVISIONS.


- --------------------------------------------------------------------------------
BALDOR ELECTRIC COMPANY

SECURITY        057741100         MEETING TYPE   Annual
TICKER SYMBOL   BEZ               MEETING DATE   02-May-2009
ISIN            US0577411004      AGENDA         933038007 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MERLIN J. AUGUSTINE, JR                                                        For           For
          2    JOHN A. MCFARLAND                                                              For           For
          3    ROBERT L. PROOST                                                               For           For
02        RATIFY APPOINTMENT OF AUDITORS                                         Management   For           For
03        AMENDMENT TO 2006 EQUITY INCENTIVE PLAN                                Management   Against       Against
04        APPROVAL OF PLAN FOR TAX DEDUCTIBLE EXECUTIVE                          Management   For           For
          INCENTIVE COMPENSATION


- --------------------------------------------------------------------------------
STARTEK, INC.

SECURITY        85569C107         MEETING TYPE   Annual
TICKER SYMBOL   SRT               MEETING DATE   04-May-2009
ISIN            US85569C1071      AGENDA         933016075 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ED ZSCHAU                                                                      For           For
          2    P. KAY NORTON                                                                  For           For
          3    ALBERT C. YATES                                                                For           For
          4    A. LAURENCE JONES                                                              For           For
          5    HARVEY A. WAGNER                                                               For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS                     Management   For           For
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             63

- --------------------------------------------------------------------------------
TOOTSIE ROLL INDUSTRIES, INC.

SECURITY        890516107         MEETING TYPE   Annual
TICKER SYMBOL   TR                MEETING DATE   04-May-2009
ISIN            US8905161076      AGENDA         933018423 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MELVIN J. GORDON                                                               For           For
          2    ELLEN R. GORDON                                                                For           For
          3    LANE JANE LEWIS-BRENT                                                          For           For
          4    BARRE A. SEIBERT                                                               For           For
          5    RICHARD P. BERGEMAN                                                            For           For
02        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR 2009.


- --------------------------------------------------------------------------------
MKS INSTRUMENTS, INC.

SECURITY        55306N104         MEETING TYPE   Annual
TICKER SYMBOL   MKSI              MEETING DATE   04-May-2009
ISIN            US55306N1046      AGENDA         933026913 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LEO BERLINGHIERI                                                               For           For
          2    HANS-JOCHEN KAHL                                                               For           For
          3    LOUIS P. VALENTE                                                               For           For
02        TO AMEND THE 2004 STOCK INCENTIVE PLAN TO ALLOW                        Management   Against       Against
          FOR A ONE-TIME OPTION EXCHANGE PROGRAM.
03        TO AMEND THE THIRD RESTATED EMPLOYEE STOCK                             Management   For           For
          PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
          AVAILABLE THEREUNDER 1,250,000 TO 1,950,000 SHARES.
04        TO AMEND THE SECOND AMENDED AND RESTATED                               Management   For           For
          INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN TO
          INCREASE THE NUMBER OF SHARES AVAILABLE
          THEREUNDER FROM 250,000 TO 400,000 SHARES.
05        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT AUDITORS FOR THE YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
STONERIDGE, INC.

SECURITY        86183P102         MEETING TYPE   Annual
TICKER SYMBOL   SRI               MEETING DATE   04-May-2009
ISIN            US86183P1021      AGENDA         933053403 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN C. COREY                                                                  For           For
          2    JEFFREY P. DRAIME                                                              For           For
          3    DOUGLAS C. JACOBS                                                              For           For
          4    IRA C. KAPLAN                                                                  For           For
          5    KIM KORTH                                                                      For           For
          6    WILLIAM M. LASKY                                                               For           For
          7    PAUL J. SCHLATHER                                                              For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
          DECEMBER 31, 2009.
03        APPROVAL OF THE STONERIDGE, INC. LONG-TERM CASH                        Management   For           For
          INCENTIVE PLAN.


- --------------------------------------------------------------------------------
GREAT PLAINS ENERGY INCORPORATED

SECURITY        391164100         MEETING TYPE   Annual
TICKER SYMBOL   GXP               MEETING DATE   05-May-2009
ISIN            US3911641005      AGENDA         933016998 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    D.L. BODDE                                                                     For           For
          2    M.J. CHESSER                                                                   For           For
          3    W.H. DOWNEY                                                                    For           For
          4    R.C. FERGUSON, JR.                                                             For           For
          5    G.D. FORSEE                                                                    For           For
          6    J.A. MITCHELL                                                                  For           For
          7    W.C. NELSON                                                                    For           For
          8    L.H. TALBOTT                                                                   For           For
          9    R.H. WEST                                                                      For           For
02        RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                       Management   For           For
          LLP AS INDEPENDENT AUDITORS FOR 2009.
03        THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S                          Management   For           For
          ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
          OF AUTHORIZED SHARES OF COMMON STOCK, WITHOUT
          PAR VALUE, FROM 150,000,000 TO 250,000,000.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             64

- --------------------------------------------------------------------------------
THE E.W. SCRIPPS COMPANY

SECURITY        811054402         MEETING TYPE   Annual
TICKER SYMBOL   SSP               MEETING DATE   05-May-2009
ISIN            US8110544025      AGENDA         933017205 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROGER L. OGDEN                                                                 For           For
          2    J. MARVIN QUIN                                                                 For           For
          3    KIM WILLIAMS                                                                   For           For


- --------------------------------------------------------------------------------
GARDNER DENVER, INC.

SECURITY        365558105         MEETING TYPE   Annual
TICKER SYMBOL   GDI               MEETING DATE   05-May-2009
ISIN            US3655581052      AGENDA         933017229 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BARRY L. PENNYPACKER                                                           For           For
          2    RICHARD L. THOMPSON                                                            For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2009.


- --------------------------------------------------------------------------------
ITRON, INC.

SECURITY        465741106         MEETING TYPE   Annual
TICKER SYMBOL   ITRI              MEETING DATE   05-May-2009
ISIN            US4657411066      AGENDA         933017433 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: MICHAEL B. BRACY                                 Management   For           For
1B        ELECTION OF DIRECTOR: KIRBY A. DYESS                                   Management   For           For
1C        ELECTION OF DIRECTOR: GRAHAM M. WILSON                                 Management   For           For
02        THE RATIFICATION OF THE APPOINTMENT OF ERNST &                         Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
          FISCAL YEAR;


- --------------------------------------------------------------------------------
O'REILLY AUTOMOTIVE, INC.

SECURITY        686091109         MEETING TYPE   Annual
TICKER SYMBOL   ORLY              MEETING DATE   05-May-2009
ISIN            US6860911097      AGENDA         933017471 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES H. O'REILLY JR.                                                        For           For
          2    JOHN MURPHY                                                                    For           For
          3    RONALD RASHKOW                                                                 For           For
02        RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP,                     Management   For           For
          AS INDEPENDENT AUDITORS.
03        APPROVAL OF THE 2009 STOCK PURCHASE PLAN.                              Management   For           For
04        APPROVAL OF THE 2009 INCENTIVE PLAN.                                   Management   Against       Against


- --------------------------------------------------------------------------------
THE MANITOWOC COMPANY, INC.

SECURITY        563571108         MEETING TYPE   Annual
TICKER SYMBOL   MTW               MEETING DATE   05-May-2009
ISIN            US5635711089      AGENDA         933018043 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CYNTHIA M. EGNOTOVICH                                                          For           For
          2    JAMES L. PACKARD                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS, LLP, AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             65

- --------------------------------------------------------------------------------
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.

SECURITY        G0464B107         MEETING TYPE   Annual
TICKER SYMBOL   AGII              MEETING DATE   05-May-2009
ISIN            BMG0464B1072      AGENDA         933018079 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MURAL R. JOSEPHSON                                                             For           For
          2    JOHN R. POWER, JR.                                                             For           For
          3    GARY V. WOODS                                                                  For           For
02        TO CONSIDER AND APPROVE THE RECOMMENDATION OF                          Management   For           For
          THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
          THAT ERNST & YOUNG LLP BE APPOINTED AS OUR
          INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009 AND TO REFER THE DETERMINATION
          OF THE INDEPENDENT AUDITORS' REMUNERATION TO THE
          AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
ROWAN COMPANIES, INC.

SECURITY        779382100         MEETING TYPE   Annual
TICKER SYMBOL   RDC               MEETING DATE   05-May-2009
ISIN            US7793821007      AGENDA         933018221 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS R. HIX                                                                  For           For
          2    ROBERT E. KRAMEK                                                               For           For
          3    FREDERICK R. LAUSEN                                                            For           For
          4    LAWRENCE J. RUISI                                                              For           For
02        APPROVE THE 2009 ROWAN COMPANIES, INC. INCENTIVE                       Management   For           For
          PLAN.
03        RATIFY THE APPOINTMENT OF DELOITTE TOUCHE LLP AS                       Management   For           For
          INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WYNN RESORTS, LIMITED

SECURITY        983134107         MEETING TYPE   Annual
TICKER SYMBOL   WYNN              MEETING DATE   05-May-2009
ISIN            US9831341071      AGENDA         933018790 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LINDA CHEN                                                                     For           For
          2    ELAINE P. WYNN                                                                 For           For
          3    JOHN A. MORAN                                                                  For           For
02        THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST &                           Management   For           For
          YOUNG, LLP AS THE INDEPENDENT AUDITORS FOR THE
          COMPANY AND ALL OF ITS SUBSIDIARIES


- --------------------------------------------------------------------------------
ASTRONICS CORPORATION

SECURITY        046433207         MEETING TYPE   Annual
TICKER SYMBOL   ATROB             MEETING DATE   05-May-2009
ISIN            US0464332073      AGENDA         933020909 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RAYMOND W. BOUSHIE                                                             For           For
          2    ROBERT T. BRADY                                                                For           For
          3    JOHN B. DRENNING                                                               For           For
          4    PETER J. GUNDERMANN                                                            For           For
          5    KEVIN T. KEANE                                                                 For           For
          6    ROBERT J. MCKENNA                                                              For           For
02        RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For           For
          INDEPENDENT AUDITORS FOR FISCAL YEAR 2009.
03        TO CONSIDER AND VOTE UPON A SHAREHOLDER                                Shareholder  Against       For
          PROPOSAL RECOMMENDING THE BOARD OF DIRECTORS
          TAKE ACTION TO CONVERT ALL CLASS B SHARES
          (CURRENTLY 10 VOTES PER SHARE) TO COMMON SHARES
          (CURRENTLY ONE VOTE PER SHARE).


- --------------------------------------------------------------------------------
ASTRONICS CORPORATION

SECURITY        046433108         MEETING TYPE   Annual
TICKER SYMBOL   ATRO              MEETING DATE   05-May-2009
ISIN            US0464331083      AGENDA         933020909 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RAYMOND W. BOUSHIE                                                             For           For
          2    ROBERT T. BRADY                                                                For           For
          3    JOHN B. DRENNING                                                               For           For
          4    PETER J. GUNDERMANN                                                            For           For
          5    KEVIN T. KEANE                                                                 For           For
          6    ROBERT J. MCKENNA                                                              For           For
02        RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For           For
          INDEPENDENT AUDITORS FOR FISCAL YEAR 2009.
03        TO CONSIDER AND VOTE UPON A SHAREHOLDER                                Shareholder  Against       For
          PROPOSAL RECOMMENDING THE BOARD OF DIRECTORS
          TAKE ACTION TO CONVERT ALL CLASS B SHARES
          (CURRENTLY 10 VOTES PER SHARE) TO COMMON SHARES
          (CURRENTLY ONE VOTE PER SHARE).




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             66

- --------------------------------------------------------------------------------
DANAHER CORPORATION

SECURITY        235851102         MEETING TYPE   Annual
TICKER SYMBOL   DHR               MEETING DATE   05-May-2009
ISIN            US2358511028      AGENDA         933024591 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: MORTIMER M. CAPLIN                               Management   For           For
1B        ELECTION OF DIRECTOR: DONALD J. EHRLICH                                Management   For           For
1C        ELECTION OF DIRECTOR: WALTER G. LOHR, JR.                              Management   For           For
1D        ELECTION OF DIRECTOR: LINDA P. HEFNER                                  Management   For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          DANAHER'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
          2009.
03        TO APPROVE CERTAIN AMENDMENTS TO DANAHER'S 2007                        Management   Against       Against
          STOCK INCENTIVE PLAN.
04        TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING                          Shareholder  Against       For
          THAT DANAHER'S COMPENSATION COMMITTEE ADOPT
          SPECIFIED PRINCIPLES RELATING TO THE EMPLOYMENT
          OF ANY NAMED EXECUTIVE OFFICER.
05        TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING                          Shareholder  Against       For
          THAT DANAHER'S COMPENSATION COMMITTEE ADOPT A
          POLICY REQUIRING THAT SENIOR EXECUTIVES RETAIN A
          SIGNIFICANT PERCENTAGE OF SHARES ACQUIRED
          THROUGH EQUITY COMPENSATION PROGRAMS UNTIL TWO
          YEARS FOLLOWING TERMINATION OF THEIR EMPLOYMENT.
06        TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING                          Shareholder  Against       For
          THAT DANAHER'S BOARD OF DIRECTORS ISSUE A REPORT
          IDENTIFYING POLICY OPTIONS FOR ELIMINATING
          EXPOSURE OF THE ENVIRONMENT AND DENTAL
          CONSUMERS TO MERCURY FROM DENTAL AMALGAMS
          SOLD BY DANAHER.


- --------------------------------------------------------------------------------
SHENANDOAH TELECOMMUNICATIONS COMPANY

SECURITY        82312B106         MEETING TYPE   Annual
TICKER SYMBOL   SHEN              MEETING DATE   05-May-2009
ISIN            US82312B1061      AGENDA         933027915 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KEN L. BURCH                                                                   For           For
          2    RICHARD L. KOONTZ, JR.                                                         For           For
          3    JONELLE ST. JOHN                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                     Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
CENTRAL VERMONT PUBLIC SERVICE CORP.

SECURITY        155771108         MEETING TYPE   Annual
TICKER SYMBOL   CV                MEETING DATE   05-May-2009
ISIN            US1557711082      AGENDA         933028638 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT L. BARNETT                                                              For           For
          2    ROBERT G. CLARKE                                                               For           For
          3    MARY ALICE MCKENZIE                                                            For           For
          4    WILLIAM R. SAYRE                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS FOR FISCAL YEAR ENDING DECEMBER 31,
          2009.
03        APPROVAL OF AMENDED ARTICLES OF ASSOCIATION AND                        Management   For           For
          BY-LAWS TO DECREASE THE MAXIMUM NUMBER OF
          DIRECTORS ALLOWED ON THE BOARD OF DIRECTORS TO
          13 FROM 21.
04        APPROVAL OF AMENDED ARTICLES OF ASSOCIATION AND                        Management   For
          BY-LAWS TO PROVIDE FOR THE ANNUAL ELECTION OF
          DIRECTORS.


- --------------------------------------------------------------------------------
YOUNG INNOVATIONS, INC.

SECURITY        987520103         MEETING TYPE   Annual
TICKER SYMBOL   YDNT              MEETING DATE   05-May-2009
ISIN            US9875201033      AGENDA         933033564 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEORGE E. RICHMOND                                                             For           For
          2    ALFRED E. BRENNAN                                                              For           For
          3    BRIAN F. BREMER                                                                For           For
          4    P.J. FERRILLO, JR.                                                             For           For
          5    RICHARD J. BLISS                                                               For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             67

- --------------------------------------------------------------------------------
FOSTER WHEELER AG

SECURITY        H27178104         MEETING TYPE   Annual
TICKER SYMBOL   FWLT              MEETING DATE   05-May-2009
ISIN            CH0018666781      AGENDA         933035114 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: ROBERT C. FLEXON                                 Management   For           For
1B        ELECTION OF DIRECTOR: MAUREEN B. TART-BEZER                            Management   For           For
1C        ELECTION OF DIRECTOR: JAMES D. WOODS                                   Management   For           For
02        RE-ELECTION OF PRICEWATERHOUSECOOPERS AG,                              Management   For           For
          SWITZERLAND, AS OUR INDEPENDENT AUDITOR
          ("REVISIONSSTELLE") FOR 2009
03        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
          (CONSULTATIVE VOTE)
04        IN THE EVENT COUNTERPROPOSALS, ALTERATIONS OR                          Management   For           For
          AMENDMENTS OF THE AGENDA ITEMS OR OTHER
          MATTERS ARE RAISED AT THE ANNUAL GENERAL
          MEETING, I INSTRUCT THE APPOINTED PROXIES TO VOTE
          AS FOLLOWS


- --------------------------------------------------------------------------------
NASHUA CORPORATION

SECURITY        631226107         MEETING TYPE   Annual
TICKER SYMBOL   NSHA              MEETING DATE   05-May-2009
ISIN            US6312261075      AGENDA         933037752 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ANDREW B. ALBERT                                                               For           For
          2    L. SCOTT BARNARD                                                               For           For
          3    THOMAS G. BROOKER                                                              For           For
          4    CLINTON J. COLEMAN                                                             For           For
          5    AVRUM GRAY                                                                     For           For
          6    MICHAEL T. LEATHERMAN                                                          For           For
          7    MARK E. SCHWARZ                                                                For           For
02        APPROVE THE 2009 VALUE CREATION INCENTIVE PLAN                         Management   For           For


- --------------------------------------------------------------------------------
CONSOLIDATED COMMUNICATIONS HLDGS, INC.

SECURITY        209034107         MEETING TYPE   Annual
TICKER SYMBOL   CNSL              MEETING DATE   05-May-2009
ISIN            US2090341072      AGENDA         933038235 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD A. LUMPKIN                                                             For           For
02        APPROVAL OF ERNST & YOUNG, LLP, AS THE                                 Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        APPROVAL OF THE AMENDED AND RESTATED                                   Management   For           For
          CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. 2005
          LONG-TERM INCENTIVE PLAN.


- --------------------------------------------------------------------------------
AARON RENTS, INC.

SECURITY        002535300         MEETING TYPE   Annual
TICKER SYMBOL   RNTA              MEETING DATE   05-May-2009
ISIN            US0025353006      AGENDA         933044442 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    R.C. LOUDERMILK, SR.                                                           For           For
          2    R.C. LOUDERMILK, JR.                                                           For           For
          3    GILBERT L. DANIELSON                                                           For           For
          4    WILLIAM K. BUTLER, JR.                                                         For           For
          5    RONALD W. ALLEN                                                                For           For
          6    LEO BENATAR                                                                    For           For
          7    EARL DOLIVE                                                                    For           For
          8    DAVID L. KOLB                                                                  For           For
          9    RAY M. ROBINSON                                                                For           For
          10   JOHN B. SCHUERHOLZ                                                             For           For
          11   JOHN C. PORTMAN, JR.                                                           For           For
02        THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S                         Management   Against       Against
          2001 STOCK OPTION AND INCENTIVE AWARD PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             68

- --------------------------------------------------------------------------------
HESKA CORPORATION

SECURITY        42805E108         MEETING TYPE   Annual
TICKER SYMBOL   HSKA              MEETING DATE   05-May-2009
ISIN            US42805E1082      AGENDA         933045735 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM A. AYLESWORTH                                                          For           For
          2    ROBERT B. GRIEVE, PH.D.                                                        For           For
02        TO APPROVE AN AMENDMENT TO HESKA CORPORATION'S                         Management   For           For
          1997 STOCK INCENTIVE PLAN (THE "1997 STOCK PLAN"),
          WHICH WOULD REDUCE THE NUMBER OF SHARES WHICH
          COULD BE ISSUED AND ALLOW FOR THE FURTHER
          ISSUANCE OF INCENTIVE STOCK OPTIONS UNDER THE
          1997 STOCK PLAN.
03        TO RATIFY THE APPOINTMENT OF EHRHARDT KEEFE                            Management   For           For
          STEINER & HOTTMAN PC AS HESKA CORPORATION'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.
04        TO CONSIDER SUCH OTHER BUSINESS AS MAY PROPERLY                        Management   For           For
          COME BEFORE THE 2009 ANNUAL MEETING.


- --------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC.

SECURITY        723456109         MEETING TYPE   Annual
TICKER SYMBOL   PNK               MEETING DATE   05-May-2009
ISIN            US7234561097      AGENDA         933059809 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DANIEL R. LEE                                                                  For           For
          2    STEPHEN C. COMER                                                               For           For
          3    JOHN V. GIOVENCO                                                               For           For
          4    RICHARD J. GOEGLEIN                                                            For           For
          5    ELLIS LANDAU                                                                   For           For
          6    BRUCE A. LESLIE                                                                For           For
          7    JAMES L. MARTINEAU                                                             For           For
          8    MICHAEL ORNEST                                                                 For           For
          9    LYNN P. REITNOUER                                                              For           For
02        PROPOSAL TO AMEND THE COMPANY'S EXISTING EQUITY                        Management   For           For
          PLANS AND INDUCEMENT OPTION GRANTS TO PERMIT A
          ONE-TIME VALUE-FOR-VALUE STOCK OPTION EXCHANGE
          PROGRAM.
03        APPROVAL OF THE APPOINTMENT OF THE COMPANY'S                           Management   For           For
          INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
MANDARIN ORIENTAL INTL LTD

SECURITY        G57848106         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   MAORF.PK          MEETING DATE   06-May-2009
ISIN            BMG578481068      AGENDA         701897906 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1.        Receive the financial statements and the Independent Auditor's         Management   For           For
          report for the YE 31 DEC 2008 and to declare a final dividend
2.        Re-elect Mr. Edouard Ettedgui as a Director                            Management   For           For
3.        Re-elect Mr. Henry Keswick as a Director                               Management   For           For
4.        Re-elect Mr. R. C. Kwok as a Director                                  Management   For           For
5.        Re-elect Mr. Sydney S. W. Leong as a Director                          Management   For           For
6.        Re-appoint the Auditors and authorize the Directors to fix their       Management   For           For
          remuneration
7.        Grant authority for the issue of equity or equity-linked securities    Management   For           For
          with pre-emptive rights up to aggregate nominal amount of USD
          16.5 million and without pre-emptive rights up to aggregate
          nominal amount of USD 2.5 million
8.        Approve the renewal of a general mandate to the Directors to           Management   For           For
          repurchase shares of the Company representing less than 15% of
          the issued share capital of the Company
          PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                     Non-Voting
          OF AMOUNTS IN RESOLUTION 7-AND RECEIPT OF ACTUAL
          RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR
          VOTES, PLE-ASE DO NOT RETURN THIS PROXY FORM
          UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INS-
          TRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
DELTA PLC

SECURITY        G27076119         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   DLTA.L            MEETING DATE   06-May-2009
ISIN            GB0002615069      AGENDA         701905830 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1.        Receive and approve the accounts and the reports of the                Management   For           For
          Directors and the Auditors for the FYE 31 DEC 2008
2.        Approve the Directors' remuneration report for the FYE 31 DEC          Management   For           For
          2008
3.        Declare a final dividend of 4.6 pence per ordinary share, payable      Management   For           For
          on 08 MAY 2009 to shareholders registered at close of business
          on 04 MAY 2009
4.        Re-elect Mr. Steven Marshall as a Director of the Company              Management   For           For
5.        Re-appoint Deloitte LLP as the Auditors of the Company, until the      Management   For           For
          conclusion of the next AGM
6.        Authorize the Directors to determine the remuneration of the           Management   For           For
          Auditors
7.        Authorize the Directors, in substitution for all previous authorities, Management   For           For
          in accordance with Section 80 of the Companies Act 1985, to allot
          relevant securities up to an aggregate nominal amount of GBP
          8,559,061; [Authority expires the earlier of the next AGM in 2010
          or 30 JUN 2010]; and the Directors may make offers or
          agreements before the expiry of this authority which would or
          might require relevant securities to be allotted after the expiry of
          such pursuant thereto




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             69


                                                                                                
S.8       Authorize the Directors, in substitution for all previous authority of Management   For           For
          Section 89 of the Act, to allot equity securities wholly cash in
          connection with rights issue and up to an aggregate nominal
          amount of GBP 1,922,046, as if Section 89(1) of the Companies
          Act 1985 [the Act] did not apply to any such allotment; [Authority
          expires the earlier of the conclusion of the next AGM in 2010 or 30
          JUN 2010]; and the Directors may allot equity securities after the
          expiry of this authority in pursuance of such an offer or agreement
          made prior to such expiry
S.9       Authorize the Company, to make market purchases [as specified          Management   For           For
          Section 163[3] of the Companies Act 1985 as amended] of up to
          15,000,000 ordinary shares of 25p each in the capital of the
          Company, at a minimum price which may be paid for each
          ordinary share is the nominal value of such share and up to 5% of
          the average middle market quotations for such shares derived
          from the London Stock Exchange Daily Official List, over the
          previous 5 business days; [Authority expires the earlier of the
          conclusion of the next AGM of the Company to be held in 2010 or
          30 JUN 2010]; and the Company, before the expiry, may make a
          contract to purchase ordinary shares which will or may be
          executed wholly or partly after such expiry
S.10      Approve that the general meeting other than an AGM may be              Management   For           For
          called on not less than 14 clear days' notice


- --------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION

SECURITY        884315102         MEETING TYPE   Annual
TICKER SYMBOL   TNB               MEETING DATE   06-May-2009
ISIN            US8843151023      AGENDA         933017382 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JEANANNE K. HAUSWALD                                                           For           For
          2    DEAN JERNIGAN                                                                  For           For
          3    RONALD B. KALICH, SR.                                                          For           For
          4    KENNETH R. MASTERSON                                                           For           For
          5    DOMINIC J. PILEGGI                                                             For           For
          6    JEAN-PAUL RICHARD                                                              For           For
          7    RUFUS H. RIVERS                                                                For           For
          8    KEVIN L. ROBERG                                                                For           For
          9    DAVID D. STEVENS                                                               For           For
          10   WILLIAM H. WALTRIP                                                             For           For
02        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
SJW CORP.

SECURITY        784305104         MEETING TYPE   Annual
TICKER SYMBOL   SJW               MEETING DATE   06-May-2009
ISIN            US7843051043      AGENDA         933017724 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    K. ARMSTRONG                                                                   For           For
          2    M.L. CALI                                                                      For           For
          3    J.P. DINAPOLI                                                                  For           For
          4    D.R. KING                                                                      For           For
          5    N.Y. MINETA                                                                    For           For
          6    G.E. MOSS                                                                      For           For
          7    W.R. ROTH                                                                      For           For
          8    C.J. TOENISKOETTER                                                             For           For
          9    F.R. ULRICH, JR.                                                               For           For
          10   R.A. VAN VALER                                                                 For           For
02        RATIFY THE APPOINTMENT OF KPMG LLP AS THE                              Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          THE COMPANY FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
TESORO CORPORATION

SECURITY        881609101         MEETING TYPE   Annual
TICKER SYMBOL   TSO               MEETING DATE   06-May-2009
ISIN            US8816091016      AGENDA         933018029 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN F. BOOKOUT, III                                                           For           For
          2    RODNEY F. CHASE                                                                For           For
          3    ROBERT W. GOLDMAN                                                              For           For
          4    STEVEN H. GRAPSTEIN                                                            For           For
          5    WILLIAM J. JOHNSON                                                             For           For
          6    J.W. (JIM) NOKES                                                               For           For
          7    DONALD H. SCHMUDE                                                              For           For
          8    BRUCE A. SMITH                                                                 For           For
          9    MICHAEL E. WILEY                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
          2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             70

- --------------------------------------------------------------------------------
AUTONATION, INC.

SECURITY        05329W102         MEETING TYPE   Annual
TICKER SYMBOL   AN                MEETING DATE   06-May-2009
ISIN            US05329W1027      AGENDA         933018613 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MIKE JACKSON                                                                   For           For
          2    RICK L. BURDICK                                                                For           For
          3    WILLIAM C. CROWLEY                                                             For           For
          4    DAVID B. EDELSON                                                               For           For
          5    KIM C. GOODMAN                                                                 For           For
          6    ROBERT R. GRUSKY                                                               For           For
          7    MICHAEL E. MAROONE                                                             For           For
          8    CARLOS A. MIGOYA                                                               For           For
02        RATIFICATION OF THE SELECTION OF KPMG LLP AS THE                       Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.
03        ADOPTION OF STOCKHOLDER PROPOSAL REGARDING                             Shareholder  Against       For
          SPECIAL MEETINGS
04        ADOPTION OF STOCKHOLDER PROPOSAL REGARDING AN                          Shareholder  Against       For
          INDEPENDENT CHAIRMAN


- --------------------------------------------------------------------------------
WINDSTREAM CORPORATION

SECURITY        97381W104         MEETING TYPE   Annual
TICKER SYMBOL   WIN               MEETING DATE   06-May-2009
ISIN            US97381W1045      AGENDA         933018649 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CAROL B. ARMITAGE                                                              For           For
          2    SAMUEL E. BEALL, III                                                           For           For
          3    DENNIS E. FOSTER                                                               For           For
          4    FRANCIS X. FRANTZ                                                              For           For
          5    JEFFERY R. GARDNER                                                             For           For
          6    JEFFREY T. HINSON                                                              For           For
          7    JUDY K. JONES                                                                  For           For
          8    WILLIAM A. MONTGOMERY                                                          For           For
          9    FRANK E. REED                                                                  For           For
02        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS, LLP AS WINDSTREAM'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
          2009
03        EXECUTIVE COMPENSATION ADVISORY VOTE                                   Shareholder  Against       For
04        PROPOSAL TO REQUIRE AN INDEPENDENT CHAIRMAN OF                         Shareholder  Against       For
          THE BOARD


- --------------------------------------------------------------------------------
CHAMPION ENTERPRISES, INC.

SECURITY        158496109         MEETING TYPE   Annual
TICKER SYMBOL   CHB               MEETING DATE   06-May-2009
ISIN            US1584961098      AGENDA         933022802 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT W. ANESTIS                                                              For           For
          2    ERIC S. BELSKY                                                                 For           For
          3    WILLIAM C. GRIFFITHS                                                           For           For
          4    SELWYN ISAKOW                                                                  For           For
          5    G. MICHAEL LYNCH                                                               For           For
          6    THOMAS A. MADDEN                                                               For           For
          7    SHIRLEY D. PETERSON                                                            For           For
02        RATIFICATION OF THE COMPANY'S INDEPENDENT                              Management   For           For
          AUDITORS. THE COMPANY'S AUDIT COMMITTEE HAS
          SELECTED ERNST & YOUNG TO SERVE AS INDEPENDENT
          AUDITOR TO THE COMPANY.


- --------------------------------------------------------------------------------
BRUSH ENGINEERED MATERIALS INC.

SECURITY        117421107         MEETING TYPE   Annual
TICKER SYMBOL   BW                MEETING DATE   06-May-2009
ISIN            US1174211078      AGENDA         933024577 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: RICHARD J. HIPPLE                                Management   For           For
1B        ELECTION OF DIRECTOR: WILLIAM B. LAWRENCE                              Management   For           For
1C        ELECTION OF DIRECTOR: WILLIAM M. MADAR                                 Management   For           For
1D        ELECTION OF DIRECTOR: CRAIG S. SHULAR                                  Management   For           For
02        APPROVING THE AMENDMENT TO THE COMPANY'S CODE                          Management   For           For
          OF REGULATIONS TO ALLOW THE BOARD OF DIRECTORS
          TO AMEND THE CODE OF REGULATIONS TO THE EXTENT
          PERMITTED BY OHIO LAW.
03        RATIFYING THE APPOINTMENT OF ERNST & YOUNG, LLP AS                     Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM OF THE COMPANY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             71

- --------------------------------------------------------------------------------
CHESAPEAKE UTILITIES CORPORATION

SECURITY        165303108         MEETING TYPE   Annual
TICKER SYMBOL   CPK               MEETING DATE   06-May-2009
ISIN            US1653031088      AGENDA         933027131 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DIANNA F. MORGAN                                                               For           For
          2    CALVERT A. MORGAN, JR.                                                         For           For
          3    EUGENE H. BAYARD                                                               For           For
          4    THOMAS P. HILL, JR.                                                            For           For
02        RATIFICATION OF THE SELECTION OF BEARD MILLER                          Management   For           For
          COMPANY LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
PENNICHUCK CORPORATION

SECURITY        708254206         MEETING TYPE   Annual
TICKER SYMBOL   PNNW              MEETING DATE   06-May-2009
ISIN            US7082542066      AGENDA         933029298 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH A. BELLAVANCE                                                           For           For
          2    STEVEN F. BOLANDER                                                             For           For
          3    CLARENCE A. DAVIS                                                              For           For
          4    MICHAEL I. GERMAN                                                              For           For
          5    ROBERT P. KELLER                                                               For           For
02        TO APPROVE THE PROPOSED AMENDMENT AND                                  Management   For           For
          RESTATEMENT OF THE PENNICHUCK CORPORATION 2000
          STOCK OPTION PLAN.


- --------------------------------------------------------------------------------
LUFKIN INDUSTRIES, INC.

SECURITY        549764108         MEETING TYPE   Annual
TICKER SYMBOL   LUFK              MEETING DATE   06-May-2009
ISIN            US5497641085      AGENDA         933035140 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    D.V. SMITH                                                                     For           For
          2    J.F. ANDERSON                                                                  For           For
02        RATIFICATION OF DELOITTE & TOUCHE LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
ENTEGRIS, INC.

SECURITY        29362U104         MEETING TYPE   Annual
TICKER SYMBOL   ENTG              MEETING DATE   06-May-2009
ISIN            US29362U1043      AGENDA         933036027 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GIDEON ARGOV                                                                   For           For
          2    MICHAEL A. BRADLEY                                                             For           For
          3    MICHAEL P.C. CARNS                                                             For           For
          4    DANIEL W. CHRISTMAN                                                            For           For
          5    GARY F. KLINGL                                                                 For           For
          6    ROGER D. MCDANIEL                                                              For           For
          7    PAUL L.H. OLSON                                                                For           For
          8    BRIAN F. SULLIVAN                                                              For           For


- --------------------------------------------------------------------------------
DUCOMMUN INCORPORATED

SECURITY        264147109         MEETING TYPE   Annual
TICKER SYMBOL   DCO               MEETING DATE   06-May-2009
ISIN            US2641471097      AGENDA         933037574 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EUGENE P. CONESE, JR.                                                          For           For
          2    RALPH D. CROSBY, JR.                                                           For           For
          3    JAY L. HABERLAND                                                               For           For
02        RATIFICATION OF THE SELECTION OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE
          CORPORATION'S INDEPENDENT ACCOUNTANTS FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             72

- --------------------------------------------------------------------------------
KINROSS GOLD CORPORATION

SECURITY        496902404         MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   KGC               MEETING DATE   06-May-2009
ISIN            CA4969024047      AGENDA         933041662 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN A. BROUGH                                                                 For           For
          2    WILSON N. BRUMER                                                               For           For
          3    TYE W. BURT                                                                    For           For
          4    JOHN K. CARRINGTON                                                             For           For
          5    JOHN M.H. HUXLEY                                                               For           For
          6    JOHN A. KEYES                                                                  For           For
          7    C. MCLEOD-SELTZER                                                              For           For
          8    GEORGE F. MICHALS                                                              For           For
          9    JOHN E. OLIVER                                                                 For           For
          10   TERENCE C.W. REID                                                              For           For
02        TO APPROVE THE APPOINTMENT OF KPMG LLP,                                Management   For           For
          CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
          COMPANY FOR THE ENSUING YEAR AND TO AUTHORIZE
          THE DIRECTORS TO FIX THEIR REMUNERATION.
03        TO APPROVE A RESOLUTION RATIFYING THE ADOPTION OF                      Management   Against       Against
          A SHAREHOLDER RIGHTS PLAN AS FULLY DESCRIBED IN
          THE ACCOMPANYING MANAGEMENT INFORMATION
          CIRCULAR.


- --------------------------------------------------------------------------------
YAMANA GOLD INC.

SECURITY        98462Y100         MEETING TYPE   Annual
TICKER SYMBOL   AUY               MEETING DATE   06-May-2009
ISIN            CA98462Y1007      AGENDA         933046042 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
A         DIRECTOR                                                               Management
          1    PETER MARRONE                                                                  For           For
          2    PATRICK J. MARS                                                                For           For
          3    JUVENAL MESQUITA FILHO                                                         For           For
          4    ANTENOR F. SILVA, JR.                                                          For           For
          5    NIGEL LEES                                                                     For           For
          6    DINO TITARO                                                                    For           For
          7    JOHN BEGEMAN                                                                   For           For
          8    ROBERT HORN                                                                    For           For
          9    RICHARD GRAFF                                                                  For           For
          10   CARL RENZONI                                                                   For           For
B         IN RESPECT OF THE APPOINTMENT OF DELOITTE &                            Management   For           For
          TOUCHE LLP AS AUDITORS.


- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC.

SECURITY        92343V104         MEETING TYPE   Annual
TICKER SYMBOL   VZ                MEETING DATE   07-May-2009
ISIN            US92343V1044      AGENDA         933018017 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: RICHARD L. CARRION                               Management   For           For
1B        ELECTION OF DIRECTOR: M. FRANCES KEETH                                 Management   For           For
1C        ELECTION OF DIRECTOR: ROBERT W. LANE                                   Management   For           For
1D        ELECTION OF DIRECTOR: SANDRA O. MOOSE                                  Management   For           For
1E        ELECTION OF DIRECTOR: JOSEPH NEUBAUER                                  Management   For           For
1F        ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                             Management   For           For
1G        ELECTION OF DIRECTOR: THOMAS H. O'BRIEN                                Management   For           For
1H        ELECTION OF DIRECTOR: CLARENCE OTIS, JR.                               Management   For           For
1I        ELECTION OF DIRECTOR: HUGH B. PRICE                                    Management   For           For
1J        ELECTION OF DIRECTOR: IVAN G. SEIDENBERG                               Management   For           For
1K        ELECTION OF DIRECTOR: JOHN W. SNOW                                     Management   For           For
1L        ELECTION OF DIRECTOR: JOHN R. STAFFORD                                 Management   For           For
02        RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP                       Management   For           For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
03        ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION                        Management   For           For
04        APPROVAL OF LONG-TERM INCENTIVE PLAN                                   Management   For           For
05        APPROVAL OF SHORT-TERM INCENTIVE PLAN                                  Management   For           For
06        PROHIBIT GRANTING STOCK OPTIONS                                        Shareholder  Against       For
07        SHAREHOLDER ABILITY TO CALL SPECIAL MEETING                            Shareholder  Against       For
08        SEPARATE OFFICES OF CHAIRMAN AND CEO                                   Shareholder  Against       For
09        CUMULATIVE VOTING                                                      Shareholder  Against       For
10        SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER                            Shareholder  Against       For
          DEATH




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             73

- --------------------------------------------------------------------------------
PEPSIAMERICAS, INC.

SECURITY        71343P200         MEETING TYPE   Annual
TICKER SYMBOL   PAS               MEETING DATE   07-May-2009
ISIN            US71343P2002      AGENDA         933019312 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: HERBERT M. BAUM                                  Management   For           For
1B        ELECTION OF DIRECTOR: RICHARD G. CLINE                                 Management   For           For
1C        ELECTION OF DIRECTOR: MICHAEL J. CORLISS                               Management   For           For
1D        ELECTION OF DIRECTOR: PIERRE S. DU PONT                                Management   For           For
1E        ELECTION OF DIRECTOR: ARCHIE R. DYKES                                  Management   For           For
1F        ELECTION OF DIRECTOR: JAROBIN GILBERT, JR.                             Management   For           For
1G        ELECTION OF DIRECTOR: JAMES R. KACKLEY                                 Management   For           For
1H        ELECTION OF DIRECTOR: MATTHEW M. MCKENNA                               Management   For           For
1I        ELECTION OF DIRECTOR: ROBERT C. POHLAD                                 Management   For           For
1J        ELECTION OF DIRECTOR: DEBORAH E. POWELL                                Management   For           For
02        APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN.                             Management   For           For
03        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTANTS.


- --------------------------------------------------------------------------------
SOUTHWEST GAS CORPORATION

SECURITY        844895102         MEETING TYPE   Annual
TICKER SYMBOL   SWX               MEETING DATE   07-May-2009
ISIN            US8448951025      AGENDA         933019754 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEORGE C. BIEHL                                                                For           For
          2    ROBERT L. BOUGHNER                                                             For           For
          3    THOMAS E. CHESTNUT                                                             For           For
          4    STEPHEN C. COMER                                                               For           For
          5    RICHARD M. GARDNER                                                             For           For
          6    LEROY C. HANNEMAN, JR.                                                         For           For
          7    JAMES J. KROPID                                                                For           For
          8    MICHAEL O. MAFFIE                                                              For           For
          9    ANNE L. MARIUCCI                                                               For           For
          10   MICHAEL J. MELARKEY                                                            For           For
          11   JEFFREY W. SHAW                                                                For           For
          12   THOMAS A. THOMAS                                                               For           For
          13   TERRENCE L. WRIGHT                                                             For           For
02        TO APPROVE THE CONTINUATION OF THE AMENDED AND                         Management   For           For
          RESTATED MANAGEMENT INCENTIVE PLAN.
03        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
          COMPANY FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
EXACTECH, INC.

SECURITY        30064E109         MEETING TYPE   Annual
TICKER SYMBOL   EXAC              MEETING DATE   07-May-2009
ISIN            US30064E1091      AGENDA         933022078 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM PETTY                                                                  For           For
          2    ALBERT BURSTEIN                                                                For           For
02        APPROVE AND ADOPT THE EXACTECH, INC. 2009                              Management   Against       Against
          EXECUTIVE INCENTIVE COMPENSATION PLAN
03        APPROVE AND ADOPT THE EXACTECH, INC. 2009                              Management   For           For
          EMPLOYEE STOCK PURCHASE PLAN


- --------------------------------------------------------------------------------
EL PASO ELECTRIC COMPANY

SECURITY        283677854         MEETING TYPE   Annual
TICKER SYMBOL   EE                MEETING DATE   07-May-2009
ISIN            US2836778546      AGENDA         933022775 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES W. HARRIS                                                                For           For
          2    DAVID W. STEVENS                                                               For           For
          3    STEPHEN N. WERTHEIMER                                                          For           For
          4    CHARLES A. YAMARONE                                                            For           For
02        RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S                      Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             74

- --------------------------------------------------------------------------------
TRACTOR SUPPLY COMPANY

SECURITY        892356106         MEETING TYPE   Annual
TICKER SYMBOL   TSCO              MEETING DATE   07-May-2009
ISIN            US8923561067      AGENDA         933023359 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES F. WRIGHT                                                                For           For
          2    JOHNSTON C. ADAMS                                                              For           For
          3    WILLIAM BASS                                                                   For           For
          4    JACK C. BINGLEMAN                                                              For           For
          5    S.P. BRAUD                                                                     For           For
          6    RICHARD W. FROST                                                               For           For
          7    CYNTHIA T. JAMISON                                                             For           For
          8    GERARD E. JONES                                                                For           For
          9    GEORGE MACKENZIE                                                               For           For
          10   EDNA K. MORRIS                                                                 For           For
02        TO APPROVE THE 2009 STOCK INCENTIVE PLAN.                              Management   Against       Against
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 26, 2009.


- --------------------------------------------------------------------------------
THE MIDDLEBY CORPORATION

SECURITY        596278101         MEETING TYPE   Annual
TICKER SYMBOL   MIDD              MEETING DATE   07-May-2009
ISIN            US5962781010      AGENDA         933024680 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SELIM A. BASSOUL                                                               For           For
          2    ROBERT B. LAMB                                                                 For           For
          3    RYAN LEVENSON                                                                  For           For
          4    JOHN R. MILLER III                                                             For           For
          5    GORDON O'BRIEN                                                                 For           For
          6    PHILIP G. PUTNAM                                                               For           For
          7    SABIN C. STREETER                                                              For           For
          8    ROBERT L. YOHE                                                                 For           For
02        RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING
          JANUARY 2, 2010.
03        APPROVAL OF PERFORMANCE GOALS UNDER THE                                Management   For           For
          MIDDLEBY CORPORATION 2007 STOCK INCENTIVE PLAN.
04        APPROVE AN AMENDMENT TO THE MIDDLEBY                                   Management   For           For
          CORPORATION 2007 STOCK INCENTIVE PLAN.


- --------------------------------------------------------------------------------
PROLIANCE INTERNATIONAL, INC.

SECURITY        74340R104         MEETING TYPE   Annual
TICKER SYMBOL   PLI               MEETING DATE   07-May-2009
ISIN            US74340R1041      AGENDA         933026848 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WILLIAM J. ABRAHAM, JR.                                                        For           For
          2    BARRY R. BANDUCCI                                                              For           For
          3    CHARLES E. JOHNSON                                                             For           For
          4    VINCENT L. MARTIN                                                              For           For
          5    JAMES R. RULSEH                                                                For           For
          6    F. ALAN SMITH                                                                  For           For
02        APPROVAL OF AN INCREASE IN PROLIANCE'S AUTHORIZED                      Management   For           For
          COMMON STOCK.
03        APPOINTMENT OF BDO SEIDMAN, LLP AS PROLIANCE'S                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
SONIC INNOVATIONS, INC.

SECURITY        83545M109         MEETING TYPE   Annual
TICKER SYMBOL   SNCI              MEETING DATE   07-May-2009
ISIN            US83545M1099      AGENDA         933030190 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHERIE M. FUZZELL                                                              For           For
          2    LAWRENCE C. WARD                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS, LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.
03        APPROVAL OF AMENDMENT TO SONIC'S AMENDED AND                           Management   For           For
          RESTATED CERTIFICATE OF INCORPORATION TO CHANGE
          OUR NAME TO "OTIX GLOBAL, INC."
04        APPROVAL OF AMENDMENT TO SONIC'S AMENDED AND                           Management   For           For
          RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A
          ONE-FOR-FIVE REVERSE STOCK SPLIT OF COMMON
          STOCK.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             75

- --------------------------------------------------------------------------------
MUELLER INDUSTRIES, INC.

SECURITY        624756102         MEETING TYPE   Annual
TICKER SYMBOL   MLI               MEETING DATE   07-May-2009
ISIN            US6247561029      AGENDA         933031611 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALEXANDER P. FEDERBUSH                                                         For           For
          2    PAUL J. FLAHERTY                                                               For           For
          3    GENNARO J. FULVIO                                                              For           For
          4    GARY S. GLADSTEIN                                                              For           For
          5    SCOTT J. GOLDMAN                                                               For           For
          6    TERRY HERMANSON                                                                For           For
          7    HARVEY L. KARP                                                                 For           For
02        APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS                        Management   For           For
          INDEPENDENT AUDITORS OF THE COMPANY.
03        APPROVE THE MUELLER INDUSTRIES, INC. 2009 STOCK                        Management   For           For
          INCENTIVE PLAN.
04        STOCKHOLDER PROPOSAL REGARDING BOARD                                   Shareholder  Against       For
          MEMBERSHIP.


- --------------------------------------------------------------------------------
ODYSSEY HEALTHCARE, INC.

SECURITY        67611V101         MEETING TYPE   Annual
TICKER SYMBOL   ODSY              MEETING DATE   07-May-2009
ISIN            US67611V1017      AGENDA         933034869 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JOHN K. CARLYLE                                  Management   For           For
1B        ELECTION OF DIRECTOR: DAVID W. CROSS                                   Management   For           For
1C        ELECTION OF DIRECTOR: DAVID L. STEFFY                                  Management   For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
          YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
EDWARDS LIFESCIENCES CORPORATION

SECURITY        28176E108         MEETING TYPE   Annual
TICKER SYMBOL   EW                MEETING DATE   07-May-2009
ISIN            US28176E1082      AGENDA         933035289 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: MIKE R. BOWLIN                                   Management   For           For
1B        ELECTION OF DIRECTOR: BARBARA J. MCNEIL, M.D., PH.D.                   Management   For           For
1C        ELECTION OF DIRECTOR: MICHAEL A. MUSSALLEM                             Management   For           For
1D        ELECTION OF DIRECTOR: WILLIAM J. LINK, PH.D.                           Management   For           For
02        APPROVAL OF THE AMENDMENT AND RESTATEMENT OF                           Management   Against       Against
          THE LONG-TERM STOCK INCENTIVE COMPENSATION
          PROGRAM.
03        RATIFICATION OF APPOINTMENT OF THE INDEPENDENT                         Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
COVANTA HOLDING CORPORATION

SECURITY        22282E102         MEETING TYPE   Annual
TICKER SYMBOL   CVA               MEETING DATE   07-May-2009
ISIN            US22282E1029      AGENDA         933035760 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID M. BARSE                                                                 For           For
          2    RONALD J. BROGLIO                                                              For           For
          3    PETER C.B. BYNOE                                                               For           For
          4    LINDA J. FISHER                                                                For           For
          5    JOSEPH M. HOLSTEN                                                              For           For
          6    RICHARD L. HUBER                                                               For           For
          7    ANTHONY J. ORLANDO                                                             For           For
          8    WILLIAM C. PATE                                                                For           For
          9    ROBERT S. SILBERMAN                                                            For           For
          10   JEAN SMITH                                                                     For           For
          11   CLAYTON YEUTTER                                                                For           For
          12   SAMUEL ZELL                                                                    For           For
02        TO AMEND THE EQUITY AWARD PLAN FOR EMPLOYEES                           Management   For           For
          AND OFFICERS TO PROVIDE FOR ADDITIONAL TYPES OF
          PERFORMANCE BASED AWARDS AND PERFORMANCE
          CRITERIA.
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          COVANTA HOLDING CORPORATION'S INDEPENDENT
          AUDITORS FOR THE 2009 FISCAL YEAR.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             76

- --------------------------------------------------------------------------------
BARNES GROUP INC.

SECURITY        067806109         MEETING TYPE   Annual
TICKER SYMBOL   B                 MEETING DATE   07-May-2009
ISIN            US0678061096      AGENDA         933037447 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS J. ALBANI                                                               For           For
          2    THOMAS O. BARNES                                                               For           For
          3    GARY G. BENANAV                                                                For           For
          4    MYLLE H. MANGUM                                                                For           For
02        RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP                         Management   For           For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
BRUKER CORPORATION

SECURITY        116794108         MEETING TYPE   Annual
TICKER SYMBOL   BRKR              MEETING DATE   07-May-2009
ISIN            US1167941087      AGENDA         933039100 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TONY W. KELLER                                                                 For           For
          2    RICHARD D. KNISS                                                               For           For
          3    JOERG C. LAUKIEN                                                               For           For
          4    WILLIAM A. LINTON                                                              For           For
02        TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY,                         Management   For           For
          CONFIRM AND APPROVE THE SELECTION OF ERNST &
          YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM OF BRUKER CORPORATION FOR
          FISCAL 2009.


- --------------------------------------------------------------------------------
GAYLORD ENTERTAINMENT COMPANY

SECURITY        367905106         MEETING TYPE   Annual
TICKER SYMBOL   GET               MEETING DATE   07-May-2009
ISIN            US3679051066      AGENDA         933043856 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GLENN J. ANGIOLILLO                                                            For           For
          2    MICHAEL J. BENDER                                                              For           For
          3    E.K. GAYLORD II                                                                For           For
          4    RALPH HORN                                                                     For           For
          5    DAVID W. JOHNSON                                                               For           For
          6    ELLEN LEVINE                                                                   For           For
          7    ROBERT S. PRATHER, JR.                                                         For           For
          8    COLIN V. REED                                                                  For           For
          9    MICHAEL D. ROSE                                                                For           For
          10   MICHAEL I. ROTH                                                                For           For
          11   ROBERT B. ROWLING                                                              For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
STERLING BANCORP

SECURITY        859158107         MEETING TYPE   Annual
TICKER SYMBOL   STL               MEETING DATE   07-May-2009
ISIN            US8591581074      AGENDA         933047323 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT ABRAMS                                                                  For           For
          2    JOSEPH M. ADAMKO                                                               For           For
          3    LOUIS J. CAPPELLI                                                              For           For
          4    FERNANDO FERRER                                                                For           For
          5    ALLAN F. HERSHFIELD                                                            For           For
          6    HENRY J. HUMPHREYS                                                             For           For
          7    ROBERT W. LAZAR                                                                For           For
          8    JOHN C. MILLMAN                                                                For           For
          9    EUGENE ROSSIDES                                                                For           For
02        ADVISORY APPROVAL OF THE COMPENSATION OF THE                           Management   For           For
          COMPANY'S NAMED EXECUTIVE OFFICERS.
03        PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT                        Management   For           For
          COMMITTEE OF THE BOARD OF DIRECTORS OF CROWE
          HORWATH LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             77

- --------------------------------------------------------------------------------
STILLWATER MINING COMPANY

SECURITY        86074Q102         MEETING TYPE   Annual
TICKER SYMBOL   SWC               MEETING DATE   07-May-2009
ISIN            US86074Q1022      AGENDA         933064901 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CRAIG L. FULLER                                                                For           For
          2    PATRICK M. JAMES                                                               For           For
          3    STEVEN S. LUCAS                                                                For           For
          4    DONALD W. RIEGLE JR                                                            For           For
          5    FRANCIS R. MCALLISTER                                                          For           For
          6    SHERYL K. PRESSLER                                                             For           For
          7    MICHAEL S. PARRETT                                                             For           For
          8    MICHAEL E. MCGUIRE JR.                                                         For           For
          9    MICHAEL SCHIAVONE                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          COMPANY'S INDEPENDENT REGISTERED ACCOUNTING
          FIRM FOR 2009


- --------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION

SECURITY        231561101         MEETING TYPE   Annual
TICKER SYMBOL   CW                MEETING DATE   08-May-2009
ISIN            US2315611010      AGENDA         933027066 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARTIN R. BENANTE                                                              For           For
          2    S. MARCE FULLER                                                                For           For
          3    ALLEN A. KOZINSKI                                                              For           For
          4    CARL G. MILLER                                                                 For           For
          5    WILLIAM B. MITCHELL                                                            For           For
          6    JOHN R. MYERS                                                                  For           For
          7    JOHN B. NATHMAN                                                                For           For
          8    WILLIAM W. SIHLER                                                              For           For
          9    ALBERT E. SMITH                                                                For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                       Management   For           For
          TOUCHE LLP AS THE COMPANY'S INDEPENDENT
          ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
OCEANEERING INTERNATIONAL, INC.

SECURITY        675232102         MEETING TYPE   Annual
TICKER SYMBOL   OII               MEETING DATE   08-May-2009
ISIN            US6752321025      AGENDA         933030253 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN R. HUFF                                                                   For           For
          2    JEROLD J. DESROCHE                                                             For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
          ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
ORTHOLOGIC CORP.

SECURITY        68750J107         MEETING TYPE   Annual
TICKER SYMBOL   CAPS              MEETING DATE   08-May-2009
ISIN            US68750J1079      AGENDA         933033223 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ELWOOD D. HOWSE, JR.                                                           For           For
          2    W.M. WARDELL, MD, PH.D.                                                        For           For
02        APPROVAL OF AMENDMENT TO THE ORTHOLOGIC 2005                           Management   Against       Against
          EQUITY INCENTIVE PLAN INCREASING SHARES AVAILABLE
          FOR GRANT BY 1,250,000 SHARES.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP, AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
          2009.


- --------------------------------------------------------------------------------
FALCONSTOR SOFTWARE, INC.

SECURITY        306137100         MEETING TYPE   Annual
TICKER SYMBOL   FALC              MEETING DATE   08-May-2009
ISIN            US3061371007      AGENDA         933038021 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEVEN L. BOCK                                                                 For           For
          2    PATRICK B. CARNEY                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
          31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             78

- --------------------------------------------------------------------------------
BRINK'S HOME SECURITY HOLDINGS, INC.

SECURITY        109699108         MEETING TYPE   Annual
TICKER SYMBOL   CFL               MEETING DATE   08-May-2009
ISIN            US1096991088      AGENDA         933047070 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT B. ALLEN                                                                For           For
          2    MICHAEL S. GILLILAND                                                           For           For
02        RATIFY THE APPOINTMENT OF KPMG LLP AS AN                               Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
IVANHOE MINES LTD.

SECURITY        46579N103         MEETING TYPE   Annual
TICKER SYMBOL   IVN               MEETING DATE   08-May-2009
ISIN            CA46579N1033      AGENDA         933053984 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT M. FRIEDLAND                                                            For           For
          2    DAVID HUBERMAN                                                                 For           For
          3    JOHN MACKEN                                                                    For           For
          4    PETER MEREDITH                                                                 For           For
          5    BRET CLAYTON                                                                   For           For
          6    KJELD THYGESEN                                                                 For           For
          7    ROBERT HANSON                                                                  For           For
          8    MARKUS FABER                                                                   For           For
          9    HOWARD BALLOCH                                                                 For           For
          10   DAVID KORBIN                                                                   For           For
          11   R. EDWARD FLOOD                                                                For           For
          12   LIVIA MAHLER                                                                   For           For
02        TO APPOINT DELOITTE & TOUCHE, LLP, CHARTERED                           Management   For           For
          ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT A
          REMUNERATION TO BE FIXED BY THE BOARD OF
          DIRECTORS.
03        TO AUTHORIZE, BY AN ORDINARY RESOLUTION, THE                           Management   For           For
          REPLACEMENT OF THE EXISTING PLAN WITH THE
          AMENDED PLAN (EACH AS DEFINED IN THE INFORMATION
          CIRCULAR) ALL AS MORE PARTICULARLY DESCRIBED IN
          THE INFORMATION CIRCULAR.


- --------------------------------------------------------------------------------
DISCOVERY COMMUNICATIONS, INC.

SECURITY        25470F104         MEETING TYPE   Annual
TICKER SYMBOL   DISCA             MEETING DATE   11-May-2009
ISIN            US25470F1049      AGENDA         933026381 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT R. BECK                                                                 For           For
          2    J. DAVID WARGO                                                                 For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
          COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009


- --------------------------------------------------------------------------------
LEUCADIA NATIONAL CORPORATION

SECURITY        527288104         MEETING TYPE   Annual
TICKER SYMBOL   LUK               MEETING DATE   11-May-2009
ISIN            US5272881047      AGENDA         933048298 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    IAN M. CUMMING                                                                 For           For
          2    PAUL M. DOUGAN                                                                 For           For
          3    ALAN J. HIRSCHFIELD                                                            For           For
          4    JAMES E. JORDAN                                                                For           For
          5    JEFFREY C. KEIL                                                                For           For
          6    J.C. NICHOLS, III                                                              For           For
          7    MICHAEL SORKIN                                                                 For           For
          8    JOSEPH S. STEINBERG                                                            For           For
02        TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY'S                         Management   For           For
          1999 STOCK OPTION PLAN.
03        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          ACCOUNTANTS OF THE COMPANY FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             79

- --------------------------------------------------------------------------------
HICKORYTECH CORPORATION

SECURITY        429060106         MEETING TYPE   Annual
TICKER SYMBOL   HTCO              MEETING DATE   12-May-2009
ISIN            US4290601065      AGENDA         933023068 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LYLE T. BOSACKER                                                               For           For
          2    MYRITA P. CRAIG                                                                For           For
          3    JOHN W. FINKE                                                                  For           For


- --------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION

SECURITY        852061100         MEETING TYPE   Annual
TICKER SYMBOL   S                 MEETING DATE   12-May-2009
ISIN            US8520611000      AGENDA         933029224 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: ROBERT R. BENNETT                                Management   For           For
1B        ELECTION OF DIRECTOR: GORDON M. BETHUNE                                Management   For           For
1C        ELECTION OF DIRECTOR: LARRY C. GLASSCOCK                               Management   For           For
1D        ELECTION OF DIRECTOR: JAMES H. HANCE, JR.                              Management   For           For
1E        ELECTION OF DIRECTOR: DANIEL R. HESSE                                  Management   For           For
1F        ELECTION OF DIRECTOR: V. JANET HILL                                    Management   For           For
1G        ELECTION OF DIRECTOR: FRANK IANNA                                      Management   For           For
1H        ELECTION OF DIRECTOR: SVEN-CHRISTER NILSSON                            Management   For           For
1I        ELECTION OF DIRECTOR: WILLIAM R. NUTI                                  Management   For           For
1J        ELECTION OF DIRECTOR: RODNEY O'NEAL                                    Management   For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          SPRINT NEXTEL FOR 2009.
03        TO APPROVE AMENDMENTS TO THE 1988 EMPLOYEES                            Management   For           For
          STOCK PURCHASE PLAN.
04        TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING                           Shareholder  Against       For
          SPECIAL SHAREHOLDER MEETINGS.
05        TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING                           Shareholder  Against       For
          POLITICAL CONTRIBUTIONS.


- --------------------------------------------------------------------------------
BELO CORP.

SECURITY        080555105         MEETING TYPE   Annual
TICKER SYMBOL   BLC               MEETING DATE   12-May-2009
ISIN            US0805551050      AGENDA         933033134 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HENRY P. BECTON, JR.                                                           For           For
          2    JAMES M. MORONEY III                                                           For           For
          3    LLOYD D. WARD                                                                  For           For
02        PROPOSAL TO APPROVE THE BELO AMENDED AND                               Management   For           For
          RESTATED 2004 EXECUTIVE COMPENSATION PLAN.
03        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM.
04        SHAREHOLDER PROPOSAL RELATING TO REPEAL OF THE                         Shareholder  Against       For
          CLASSIFIED BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
FLORIDA PUBLIC UTILITIES COMPANY

SECURITY        341135101         MEETING TYPE   Annual
TICKER SYMBOL   FPU               MEETING DATE   12-May-2009
ISIN            US3411351014      AGENDA         933034934 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ELLEN TERRY BENOIT                                                             For           For
          2    JOHN T. ENGLISH                                                                For           For
02        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   For           For
          DIVIDEND REINVESTMENT PLAN TO INCREASE THE
          NUMBER OF SHARES OF COMMON STOCK AVAILABLE IN
          THIS PLAN BY 100,000 SHARES.
03        TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS                       Management   For           For
          THE COMPANY'S REGISTERED INDEPENDENT PUBLIC
          ACCOUNTING FIRM FOR 2009.
04        TO APPROVE A SHAREHOLDER PROPOSAL REGARDING                            Shareholder  Against       For
          CLASSIFIED BOARD.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             80

- --------------------------------------------------------------------------------
MAINE & MARITIMES CORPORATION

SECURITY        560377103         MEETING TYPE   Annual
TICKER SYMBOL   MAM               MEETING DATE   12-May-2009
ISIN            US5603771032      AGENDA         933037409 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT E. ANDERSON                                                             For           For
          2    MICHAEL W. CARON                                                               For           For
          3    NATHAN L. GRASS                                                                For           For
02        RATIFICATION OF THE SELECTION OF VITALE, CATURANO &                    Management   For           For
          COMPANY, P.C. AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
ANIXTER INTERNATIONAL INC.

SECURITY        035290105         MEETING TYPE   Annual
TICKER SYMBOL   AXE               MEETING DATE   12-May-2009
ISIN            US0352901054      AGENDA         933043135 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LORD JAMES BLYTH                                                               For           For
          2    FREDERIC F. BRACE                                                              For           For
          3    LINDA WALKER BYNOE                                                             For           For
          4    ROBERT L. CRANDALL                                                             For           For
          5    ROBERT J. ECK                                                                  For           For
          6    ROBERT W. GRUBBS JR.                                                           For           For
          7    F. PHILIP HANDY                                                                For           For
          8    MELVYN N. KLEIN                                                                For           For
          9    GEORGE MUNOZ                                                                   For           For
          10   STUART M. SLOAN                                                                For           For
          11   THOMAS C. THEOBALD                                                             For           For
          12   MATTHEW ZELL                                                                   For           For
          13   SAMUEL ZELL                                                                    For           For
02        RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT                       Management   For           For
          AUDITORS.


- --------------------------------------------------------------------------------
QUIDEL CORPORATION

SECURITY        74838J101         MEETING TYPE   Annual
TICKER SYMBOL   QDEL              MEETING DATE   12-May-2009
ISIN            US74838J1016      AGENDA         933045191 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS D. BROWN                                                                For           For
          2    DOUGLAS C. BRYANT                                                              For           For
          3    K.F. BUECHLER, PH.D.                                                           For           For
          4    ROD F. DAMMEYER                                                                For           For
          5    M.L. POLAN MD, PHD, MPH                                                        For           For
          6    MARK A. PULIDO                                                                 For           For
          7    JACK W. SCHULER                                                                For           For
02        TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF                      Management   For           For
          THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2009.
03        TO APPROVE THE AMENDMENT AND RESTATEMENT OF                            Management   Against       Against
          THE QUIDEL CORPORATION 2001 EQUITY INCENTIVE PLAN
          TO INCREASE THE AUTHORIZED SHARES, AMONG OTHER
          MATTERS.


- --------------------------------------------------------------------------------
MIDAS, INC.

SECURITY        595626102         MEETING TYPE   Annual
TICKER SYMBOL   MDS               MEETING DATE   12-May-2009
ISIN            US5956261029      AGENDA         933048654 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAROBIN GILBERT, JR.                                                           For           For
          2    DIANE L. ROUTSON                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                     Management   For           For
          INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL
          YEAR ENDING JANUARY 2, 2010.


- --------------------------------------------------------------------------------
GRIFFIN LAND & NURSERIES, INC.

SECURITY        398231100         MEETING TYPE   Annual
TICKER SYMBOL   GRIF              MEETING DATE   12-May-2009
ISIN            US3982311009      AGENDA         933060509 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    W.J. CHURCHILL, JR.                                                            For           For
          2    EDGAR M. CULLMAN                                                               For           For
          3    DAVID M. DANZIGER                                                              For           For
          4    FREDERICK M. DANZIGER                                                          For           For
          5    THOMAS C. ISRAEL                                                               For           For
          6    ALBERT H. SMALL, JR.                                                           For           For
          7    DAVID F. STEIN                                                                 For           For
02        APPROVAL OF THE GRIFFIN LAND & NURSERIES, INC. 2009                    Management   For           For
          STOCK OPTION PLAN.
03        RATIFICATION OF THE SELECTION OF INDEPENDENT                           Management   For           For
          REGISTERED PUBLIC ACCOUNTANTS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             81

- --------------------------------------------------------------------------------
HONGKONG & SHANGHAI HOTELS LTD

SECURITY        Y35518110         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   HKSHF             MEETING DATE   13-May-2009
ISIN            HK0045000319      AGENDA         701893908 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                           Non-Voting
          VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL THE
          RESOLUTIONS. THANK YOU.
1.        Receive the audited financial statements and the reports of the        Management   For           For
          Directors' and the Independent Auditor for the YE 31 DEC 2008
2.        Declare a final dividend                                               Management   For           For
3.a       Re-elect Mr. Ronald James McAulay as a Director                        Management   For           For
3.b       Re-elect Dr. The Hon. Sir David Kwok Po Li as a Director               Management   For           For
3.c       Re-elect Mr. John Andrew Harry Leigh as a Director                     Management   For           For
3.d       Re-elect Mr. Nicholas Timothy James Colfer as a Director               Management   For           For
3.e       Re-elect Mr. Neil John Galloway as a Director                          Management   For           For
4.        Re-appoint KPMG as the Auditors of the Company at a fee to be          Management   For           For
          agreed by the Directors and authorize the Directors to fix their
          remuneration
5.        Authorize the Directors of the Company, subject to this resolution,    Management   For           For
          to allot, issue and deal with additional shares in the capital of the
          Company and make or grant offers, agreements, options or
          warrants during and after the relevant period, not exceeding 20%
          of the aggregate number of the issued share capital of the
          Company otherwise than pursuant to: i) a rights issue; or ii) any
          option scheme or similar arrangement for the time being adopted
          for the grant or issue to officers and/or employees of the Company
          and/or any of its subsidiaries of shares or rights to acquire shares
          of the Company; or iii) any scrip dividend or similar arrangement
          pursuant to the Articles of Association of the Company from time
          to time; [Authority expires the earlier of the conclusion of the next
          AGM of the Company or the expiration of the period within which
          the next AGM is to be held by law]
6.        Authorize the Directors of the Company to repurchase shares or         Management   For           For
          otherwise acquire shares of HKD 0.50 each in the capital of the
          Company in accordance with all applicable laws and the
          requirements of the Rules Governing the Listing of Securities on
          The Stock Exchange of Hong Kong Limited, during the relevant
          period, provided that the aggregate number of shares in the
          capital of the Company so repurchased or otherwise acquired
          shall not exceeding 10% of the aggregate nominal amount of the
          issued share capital of the Company; and [Authority expires the
          earlier of the conclusion of the AGM of the Company or the
          expiration of the period within which the next AGM of the
          Company is to be held by law]
7.        Approve, subject to the passing of the Resolutions 5 and 6 above,      Management   For           For
          to add the aggregate number of the shares in the capital of the
          Company which are repurchased or otherwise acquired by the
          Company pursuant to Resolution 6 be added to the aggregate
          number of shares in the capital of the Company which may be
          issued pursuant to Resolution 5
S.8       Amend the Articles 1, 2, 7A, 15, 17(A), 17(B), 36, 38, 49, 58, 65A,    Management   For           For
          68, 74A, 70, 72, 74A, 86, 87, 89, 91, 92, 98(A), 130(A), 130(C),
          133, 135, 137 of the Articles of Association of the Company as
          specified


- --------------------------------------------------------------------------------
CONNECTICUT WATER SERVICE, INC.

SECURITY        207797101         MEETING TYPE   Annual
TICKER SYMBOL   CTWS              MEETING DATE   13-May-2009
ISIN            US2077971016      AGENDA         933026153 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LISA J. THIBDAUE                                                               For           For
          2    CAROL P. WALLACE                                                               For           For
          3    DONALD B. WILBUR                                                               For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
          REGISTERED PUBLIC ACCOUNTANTS, AS INDEPENDENT
          AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
MARTHA STEWART LIVING OMNIMEDIA, INC.

SECURITY        573083102         MEETING TYPE   Annual
TICKER SYMBOL   MSO               MEETING DATE   13-May-2009
ISIN            US5730831022      AGENDA         933026696 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLOTTE BEERS                                                                For           For
          2    MICHAEL GOLDSTEIN                                                              For           For
          3    ARLEN KANTARIAN                                                                For           For
          4    CHARLES A. KOPPELMAN                                                           For           For
          5    WILLIAM A. ROSKIN                                                              For           For
          6    TODD SLOTKIN                                                                   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             82

- --------------------------------------------------------------------------------
EASTMAN KODAK COMPANY

SECURITY        277461109         MEETING TYPE   Annual
TICKER SYMBOL   EK                MEETING DATE   13-May-2009
ISIN            US2774611097      AGENDA         933028652 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: RICHARD S. BRADDOCK                              Management   For           For
1B        ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                               Management   For           For
1C        ELECTION OF DIRECTOR: MICHAEL J. HAWLEY                                Management   For           For
1D        ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ                             Management   For           For
1E        ELECTION OF DIRECTOR: DOUGLAS R. LEBDA                                 Management   For           For
1F        ELECTION OF DIRECTOR: DEBRA L. LEE                                     Management   For           For
1G        ELECTION OF DIRECTOR: DELANO E. LEWIS                                  Management   For           For
1H        ELECTION OF DIRECTOR: WILLIAM G. PARRETT                               Management   For           For
1I        ELECTION OF DIRECTOR: ANTONIO M. PEREZ                                 Management   For           For
1J        ELECTION OF DIRECTOR: DENNIS F. STRIGL                                 Management   For           For
1K        ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                             Management   For           For
02        RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM


- --------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC.

SECURITY        942749102         MEETING TYPE   Annual
TICKER SYMBOL   WTS               MEETING DATE   13-May-2009
ISIN            US9427491025      AGENDA         933028880 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT L. AYERS                                                                For           For
          2    KENNETT F. BURNES                                                              For           For
          3    RICHARD J. CATHCART                                                            For           For
          4    TIMOTHY P. HORNE                                                               For           For
          5    RALPH E. JACKSON, JR.                                                          For           For
          6    KENNETH J. MCAVOY                                                              For           For
          7    JOHN K. MCGILLICUDDY                                                           For           For
          8    GORDON W. MORAN                                                                For           For
          9    DANIEL J. MURPHY, III                                                          For           For
          10   PATRICK S. O'KEEFE                                                             For           For
02        TO RATIFY THE SELECTION OF KPMG LLP AS OUR                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
TENNECO INC.

SECURITY        880349105         MEETING TYPE   Annual
TICKER SYMBOL   TEN               MEETING DATE   13-May-2009
ISIN            US8803491054      AGENDA         933029274 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: CHARLES W. CRAMB                                 Management   For           For
1B        ELECTION OF DIRECTOR: DENNIS J. LETHAM                                 Management   For           For
1C        ELECTION OF DIRECTOR: FRANK E. MACHER                                  Management   For           For
1D        ELECTION OF DIRECTOR: HARI N. NAIR                                     Management   For           For
1E        ELECTION OF DIRECTOR: ROGER B. PORTER                                  Management   For           For
1F        ELECTION OF DIRECTOR: DAVID B. PRICE, JR.                              Management   For           For
1G        ELECTION OF DIRECTOR: GREGG M. SHERRILL                                Management   For           For
1H        ELECTION OF DIRECTOR: PAUL T. STECKO                                   Management   For           For
1I        ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI                               Management   For           For
1J        ELECTION OF DIRECTOR: JANE L. WARNER                                   Management   For           For
02        APPROVE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                        Management   For           For
          INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009.
03        APPROVE AMENDMENT OF THE TENNECO INC. 2006 LONG-                       Management   Against       Against
          TERM INCENTIVE PLAN TO INCREASE SHARES AVAILABLE
          BY 2.3 MILLION, WITH EACH SHARE UNDERLYING AN
          AWARD COUNTING AS ONE SHARE AGAINST THE TOTAL
          PLAN AVAILABILITY.


- --------------------------------------------------------------------------------
PETROQUEST ENERGY, INC.

SECURITY        716748108         MEETING TYPE   Annual
TICKER SYMBOL   PQ                MEETING DATE   13-May-2009
ISIN            US7167481081      AGENDA         933031774 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES T. GOODSON                                                             For           For
          2    WILLIAM W. RUCKS, IV                                                           For           For
          3    E. WAYNE NORDBERG                                                              For           For
          4    MICHAEL L. FINCH                                                               For           For
          5    W.J. GORDON, III                                                               For           For
          6    C.F. MITCHELL, II, M.D.                                                        For           For
02        RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For           For
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             83

- --------------------------------------------------------------------------------
QUAKER CHEMICAL CORPORATION

SECURITY        747316107         MEETING TYPE   Annual
TICKER SYMBOL   KWR               MEETING DATE   13-May-2009
ISIN            US7473161070      AGENDA         933037598 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD R. CALDWELL                                                             For           For
          2    WILLIAM R. COOK                                                                For           For
          3    JEFFRY D. FRISBY                                                               For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2009.


- --------------------------------------------------------------------------------
ALBEMARLE CORPORATION

SECURITY        012653101         MEETING TYPE   Annual
TICKER SYMBOL   ALB               MEETING DATE   13-May-2009
ISIN            US0126531013      AGENDA         933044430 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    J. ALFRED BROADDUS, JR.                                                        For           For
          2    R. WILLIAM IDE III                                                             For           For
          3    RICHARD L. MORRILL                                                             For           For
          4    JIM W. NOKES                                                                   For           For
          5    MARK C. ROHR                                                                   For           For
          6    JOHN SHERMAN, JR.                                                              For           For
          7    CHARLES E. STEWART                                                             For           For
          8    HARRIETT TEE TAGGART                                                           For           For
          9    ANNE MARIE WHITTEMORE                                                          For           For
02        THE PROPOSAL TO APPROVE THE AMENDMENT TO THE                           Management   For           For
          ALBEMARLE CORPORATION 2008 INCENTIVE PLAN.
03        THE PROPOSAL TO RATIFY THE APPOINTMENT OF                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WRIGHT MEDICAL GROUP, INC.

SECURITY        98235T107         MEETING TYPE   Annual
TICKER SYMBOL   WMGI              MEETING DATE   13-May-2009
ISIN            US98235T1079      AGENDA         933049581 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GARY D. BLACKFORD                                                              For           For
          2    MARTIN J. EMERSON                                                              For           For
          3    LAWRENCE W. HAMILTON                                                           For           For
          4    GARY D. HENLEY                                                                 For           For
          5    JOHN L. MICLOT                                                                 For           For
          6    AMY S. PAUL                                                                    For           For
          7    ROBERT J. QUILLINAN                                                            For           For
          8    DAVID D. STEVENS                                                               For           For
02        TO RATIFY THE SELECTION OF KPMG LLP AS OUR                             Management   For           For
          INDEPENDENT AUDITOR FOR 2009.
03        TO APPROVE OUR 2009 EQUITY INCENTIVE PLAN.                             Management   Against       Against


- --------------------------------------------------------------------------------
OCH-ZIFF CAP MGMT GROUP LLC

SECURITY        67551U105         MEETING TYPE   Annual
TICKER SYMBOL   OZM               MEETING DATE   13-May-2009
ISIN            US67551U1051      AGENDA         933050015 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID WINDREICH                                                                For           For
          2    WILLIAM C. COBB                                                                For           For
          3    JEFFREY R. LEEDS                                                               For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, AN                     Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
          AS OCH-ZIFF'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
          2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             84

- --------------------------------------------------------------------------------
UNITED-GUARDIAN, INC.

SECURITY        910571108         MEETING TYPE   Annual
TICKER SYMBOL   UG                MEETING DATE   13-May-2009
ISIN            US9105711082      AGENDA         933053554 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DR. ALFRED R. GLOBUS                                                           For           For
          2    HENRY P. GLOBUS                                                                For           For
          3    ROBERT S. RUBINGER                                                             For           For
          4    KENNETH H. GLOBUS                                                              For           For
          5    LAWRENCE F. MAIETTA                                                            For           For
          6    ARTHUR M. DRESNER                                                              For           For
          7    ANDREW A. BOCCONE                                                              For           For
          8    CHRISTOPHER W. NOLAN SR                                                        For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF EISNER LLP                       Management   For           For
          AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
          COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2009.


- --------------------------------------------------------------------------------
SONESTA INTERNATIONAL HOTELS CORPORATION

SECURITY        835438409         MEETING TYPE   Annual
TICKER SYMBOL   SNSTA             MEETING DATE   13-May-2009
ISIN            US8354384096      AGENDA         933068024 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G. ABRAMS                                                                      For           For
          2    J. BOWER                                                                       For           For
          3    C. CLARK                                                                       For           For
          4    C. DAVIS                                                                       For           For
          5    I. MANN                                                                        For           For
          6    J. SONNABEND                                                                   For           For
          7    P. SONNABEND                                                                   For           For
          8    STEPHANIE SONNABEND                                                            For           For
          9    STEPHEN SONNABEND                                                              For           For
          10   J. TEMPEL                                                                      For           For
02        AMENDMENT OF CERTIFICATE OF INCORPORATION TO                           Management   Against       Against
          ELIMINATE CUMULATIVE VOTING.


- --------------------------------------------------------------------------------
REPUBLIC SERVICES, INC.

SECURITY        760759100         MEETING TYPE   Annual
TICKER SYMBOL   RSG               MEETING DATE   14-May-2009
ISIN            US7607591002      AGENDA         933032461 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES E. O'CONNOR                                                              For           For
          2    JOHN W. CROGHAN                                                                For           For
          3    JAMES W. CROWNOVER                                                             For           For
          4    WILLIAM J. FLYNN                                                               For           For
          5    DAVID I. FOLEY                                                                 For           For
          6    NOLAN LEHMANN                                                                  For           For
          7    W. LEE NUTTER                                                                  For           For
          8    RAMON A. RODRIGUEZ                                                             For           For
          9    ALLAN C. SORENSEN                                                              For           For
          10   JOHN M. TRANI                                                                  For           For
          11   MICHAEL W. WICKHAM                                                             For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
          FOR 2009.
03        APPROVAL OF THE REPUBLIC SERVICES, INC. EXECUTIVE                      Management   For           For
          INCENTIVE PLAN.
04        APPROVAL OF THE REPUBLIC SERVICES, INC. 2009                           Management   For           For
          EMPLOYEE STOCK PURCHASE PLAN.


- --------------------------------------------------------------------------------
K-TRON INTERNATIONAL, INC.

SECURITY        482730108         MEETING TYPE   Annual
TICKER SYMBOL   KTII              MEETING DATE   14-May-2009
ISIN            US4827301080      AGENDA         933038223 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDWARD B. CLOUES, II                                                           For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             85

- --------------------------------------------------------------------------------
TYLER TECHNOLOGIES, INC.

SECURITY        902252105         MEETING TYPE   Annual
TICKER SYMBOL   TYL               MEETING DATE   14-May-2009
ISIN            US9022521051      AGENDA         933041193 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DONALD R. BRATTAIN                                                             For           For
          2    J. LUTHER KING, JR.                                                            For           For
          3    JOHN S. MARR, JR.                                                              For           For
          4    G. STUART REEVES                                                               For           For
          5    MICHAEL D. RICHARDS                                                            For           For
          6    DUSTIN R. WOMBLE                                                               For           For
          7    JOHN M. YEAMAN                                                                 For           For
02        RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT                       Management   For           For
          AUDITORS.


- --------------------------------------------------------------------------------
A H BELO CORPORATION

SECURITY        001282102         MEETING TYPE   Annual
TICKER SYMBOL   AHC               MEETING DATE   14-May-2009
ISIN            US0012821023      AGENDA         933043426 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DOUGLAS G. CARLSTON*                                                           For           For
          2    DEALEY D. HERNDON*                                                             For           For
          3    DAVID R. MORGAN*                                                               For           For
          4    TYREE B. (TY) MILLER**                                                         For           For
02        PROPOSAL TO APPROVE THE A.H. BELO 2008 INCENTIVE                       Management   For           For
          COMPENSATION PLAN.
03        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                     Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
FLOWSERVE CORPORATION

SECURITY        34354P105         MEETING TYPE   Annual
TICKER SYMBOL   FLS               MEETING DATE   14-May-2009
ISIN            US34354P1057      AGENDA         933047462 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROGER L. FIX                                                                   For           For
          2    LEWIS M. KLING                                                                 For           For
          3    JAMES O. ROLLANS                                                               For           For
02        APPROVE THE ADOPTION OF THE FLOWSERVE                                  Management   For           For
          CORPORATION EQUITY AND INCENTIVE COMPENSATION
          PLAN.
03        RATIFY THE APPOINTMENT OF                                              Management   For           For
          PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
FRONTIER COMMUNICATIONS CORP

SECURITY        35906A108         MEETING TYPE   Annual
TICKER SYMBOL   FTR               MEETING DATE   14-May-2009
ISIN            US35906A1088      AGENDA         933048363 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KATHLEEN Q. ABERNATHY                                                          For           For
          2    LEROY T. BARNES, JR.                                                           For           For
          3    PETER C.B. BYNOE                                                               For           For
          4    MICHAEL T. DUGAN                                                               For           For
          5    JERI B. FINARD                                                                 For           For
          6    LAWTON WEHLE FITT                                                              For           For
          7    WILLIAM M. KRAUS                                                               For           For
          8    HOWARD L. SCHROTT                                                              For           For
          9    LARRAINE D. SEGIL                                                              For           For
          10   DAVID H. WARD                                                                  For           For
          11   MYRON A. WICK, III                                                             For           For
          12   MARY AGNES WILDEROTTER                                                         For           For
02        TO ADOPT THE 2009 EQUITY INCENTIVE PLAN.                               Management   For           For
03        TO CONSIDER AND VOTE UPON A STOCKHOLDER                                Shareholder  Against       For
          PROPOSAL, IF PRESENTED AT THE MEETING.
04        TO RATIFY THE SELECTION OF KPMG LLP AS OUR                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             86

- --------------------------------------------------------------------------------
GREATBATCH INC.

SECURITY        39153L106         MEETING TYPE   Annual
TICKER SYMBOL   GB                MEETING DATE   15-May-2009
ISIN            US39153L1061      AGENDA         933049644 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PAMELA G. BAILEY                                                               For           For
          2    MICHAEL DINKINS                                                                For           For
          3    THOMAS J. HOOK                                                                 For           For
          4    KEVIN C. MELIA                                                                 For           For
          5    DR. J.A. MILLER, JR.                                                           For           For
          6    BILL R. SANFORD                                                                For           For
          7    PETER H. SODERBERG                                                             For           For
          8    WILLIAM B. SUMMERS, JR.                                                        For           For
          9    JOHN P. WAREHAM                                                                For           For
          10   DR. H.S. WISNIEWSKI                                                            For           For
02        APPROVE THE ADOPTION OF THE GREATBATCH, INC. 2009                      Management   Against       Against
          STOCK INCENTIVE PLAN.
03        RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                     Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR GREATBATCH, INC. FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
BEL FUSE INC.

SECURITY        077347201         MEETING TYPE   Annual
TICKER SYMBOL   BELFA             MEETING DATE   15-May-2009
ISIN            US0773472016      AGENDA         933053681 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HOWARD B. BERNSTEIN                                                            For           For
          2    JOHN F. TWEEDY                                                                 For           For
02        WITH RESPECT TO THE RATIFICATION OF THE                                Management   For           For
          DESIGNATION OF DELOITTE & TOUCHE LLP TO AUDIT BEL'S
          BOOKS AND ACCOUNTS FOR 2009.


- --------------------------------------------------------------------------------
ICU MEDICAL, INC.

SECURITY        44930G107         MEETING TYPE   Annual
TICKER SYMBOL   ICUI              MEETING DATE   15-May-2009
ISIN            US44930G1076      AGENDA         933057906 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JACK W. BROWN                                                                  For           For
          2    RICHARD H. SHERMAN M.D.                                                        For           For
02        PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE                      Management   For           For
          LLP AS AUDITORS FOR THE COMPANY


- --------------------------------------------------------------------------------
LABRANCHE & CO INC.

SECURITY        505447102         MEETING TYPE   Annual
TICKER SYMBOL   LAB               MEETING DATE   19-May-2009
ISIN            US5054471025      AGENDA         933037891 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G.M.L. LABRANCHE, IV                                                           For           For
          2    ALFRED O. HAYWARD, JR.                                                         For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ROTHSTEIN,                       Management   For           For
          KASS & COMPANY, P.C. AS LABRANCHE'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
          ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.

SECURITY        46625H100         MEETING TYPE   Annual
TICKER SYMBOL   JPM               MEETING DATE   19-May-2009
ISIN            US46625H1005      AGENDA         933038641 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: CRANDALL C. BOWLES                               Management   For           For
1B        ELECTION OF DIRECTOR: STEPHEN B. BURKE                                 Management   For           For
1C        ELECTION OF DIRECTOR: DAVID M. COTE                                    Management   For           For
1D        ELECTION OF DIRECTOR: JAMES S. CROWN                                   Management   For           For
1E        ELECTION OF DIRECTOR: JAMES DIMON                                      Management   For           For
1F        ELECTION OF DIRECTOR: ELLEN V. FUTTER                                  Management   For           For
1G        ELECTION OF DIRECTOR: WILLIAM H. GRAY, III                             Management   For           For
1H        ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.                            Management   For           For
1I        ELECTION OF DIRECTOR: DAVID C. NOVAK                                   Management   For           For
1J        ELECTION OF DIRECTOR: LEE R. RAYMOND                                   Management   For           For
1K        ELECTION OF DIRECTOR: WILLIAM C. WELDON                                Management   For           For
02        APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC                           Management   For           For
          ACCOUNTING FIRM




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             87


                                                                                                
03        ADVISORY VOTE ON EXECUTIVE COMPENSATION                                Management   For           For
04        GOVERNMENTAL SERVICE REPORT                                            Shareholder  Against       For
05        CUMULATIVE VOTING                                                      Shareholder  Against       For
06        SPECIAL SHAREOWNER MEETINGS                                            Shareholder  Against       For
07        CREDIT CARD LENDING PRACTICES                                          Shareholder  Against       For
08        CHANGES TO KEPP                                                        Shareholder  Against       For
09        SHARE RETENTION                                                        Shareholder  Against       For
10        CARBON PRINCIPLES REPORT                                               Shareholder  Against       For


- --------------------------------------------------------------------------------
ACCO BRANDS CORPORATION

SECURITY        00081T108         MEETING TYPE   Annual
TICKER SYMBOL   ABD               MEETING DATE   19-May-2009
ISIN            US00081T1088      AGENDA         933040076 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G. THOMAS HARGROVE                                                             For           For
          2    ROBERT H. JENKINS                                                              For           For
          3    ROBERT J. KELLER                                                               For           For
          4    MICHAEL NORKUS                                                                 For           For
          5    NORMAN H. WESLEY                                                               For           For
02        SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE                        Management   For           For
          THE MEETING OR ANY ADJOURNMENT THEREOF.


- --------------------------------------------------------------------------------
DR PEPPER SNAPPLE GROUP INC

SECURITY        26138E109         MEETING TYPE   Annual
TICKER SYMBOL   DPS               MEETING DATE   19-May-2009
ISIN            US26138E1091      AGENDA         933040519 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: PAMELA H. PATSLEY                                Management   For           For
1B        ELECTION OF DIRECTOR: M. ANNE SZOSTAK                                  Management   For           For
1C        ELECTION OF DIRECTOR: MICHAEL F. WEINSTEIN                             Management   For           For
02        TO APPROVE AND ADOPT THE MANAGEMENT INCENTIVE                          Management   For           For
          PLAN RELATED TO PERFORMANCE-BASED INCENTIVE
          COMPENSATION FOR CERTAIN OF OUR EXECUTIVE
          OFFICERS.
03        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS                      Management   For           For
          THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL YEAR 2009.
04        TO APPROVE AND ADOPT THE OMNIBUS STOCK INCENTIVE                       Management   For           For
          PLAN OF 2009.


- --------------------------------------------------------------------------------
PNM RESOURCES, INC.

SECURITY        69349H107         MEETING TYPE   Annual
TICKER SYMBOL   PNM               MEETING DATE   19-May-2009
ISIN            US69349H1077      AGENDA         933043084 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ADELMO E. ARCHULETA                                                            For           For
          2    JULIE A. DOBSON                                                                For           For
          3    ROBERT R. NORDHAUS                                                             For           For
          4    MANUEL T. PACHECO                                                              For           For
          5    ROBERT M. PRICE                                                                For           For
          6    BONNIE S. REITZ                                                                For           For
          7    JEFFRY E. STERBA                                                               For           For
          8    DONALD K. SCHWANZ                                                              For           For
          9    JOAN B. WOODARD                                                                For           For
02        APPROVE OF THE PNM RESOURCES, INC. SECOND                              Management   Against       Against
          AMENDED AND RESTATED OMNIBUS PERFORMANCE
          EQUITY PLAN.
03        RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                     Management   For           For
          INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION

SECURITY        343873105         MEETING TYPE   Annual
TICKER SYMBOL   FFIC              MEETING DATE   19-May-2009
ISIN            US3438731057      AGENDA         933047373 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEVEN J. D'IORIO                                                              For           For
          2    LOUIS C. GRASSI                                                                For           For
          3    SAM HAN                                                                        For           For
          4    JOHN E. ROE, SR.                                                               For           For
02        ADVISORY APPROVAL OF FLUSHING FINANCIAL                                Management   For           For
          CORPORATION'S EXECUTIVE COMPENSATION PROGRAMS.
03        RATIFICATION OF APPOINTMENT OF GRANT THORNTON,                         Management   For           For
          LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             88

- --------------------------------------------------------------------------------
NATIONAL PRESTO INDUSTRIES, INC.

SECURITY        637215104         MEETING TYPE   Annual
TICKER SYMBOL   NPK               MEETING DATE   19-May-2009
ISIN            US6372151042      AGENDA         933048779 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARYJO COHEN                                                                   For           For


- --------------------------------------------------------------------------------
DEXCOM INC

SECURITY        252131107         MEETING TYPE   Annual
TICKER SYMBOL   DXCM              MEETING DATE   19-May-2009
ISIN            US2521311074      AGENDA         933049086 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TERRANCE H. GREGG                                                              For           For
          2    KEVIN SAYER                                                                    For           For
02        TO REAPPROVE THE INTERNAL REVENUE CODE SECTION                         Management   For           For
          162(M) PROVISIONS OF OUR 2005 EQUITY INCENTIVE PLAN
          TO PRESERVE OUR ABILITY TO DEDUCT FOR CORPORATE
          INCOME TAX PURPOSES COMPENSATION THAT QUALIFIES
          AS PERFORMANCE-BASED COMPENSATION UNDER
          SECTION 162(M) OF THE INTERNAL REVENUE CODE.
03        TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF                      Management   For           For
          OUR BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
TREDEGAR CORPORATION

SECURITY        894650100         MEETING TYPE   Annual
TICKER SYMBOL   TG                MEETING DATE   19-May-2009
ISIN            US8946501009      AGENDA         933053643 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    A. BROCKENBROUGH, III                                                          For           For
          2    WILLIAM M. GOTTWALD                                                            For           For
          3    RICHARD L. MORRILL                                                             For           For
02        APPROVAL OF THE TREDEGAR CORPORATION AMENDED                           Management   For           For
          AND RESTATED 2004 EQUITY INCENTIVE PLAN.
03        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR TREDEGAR
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
GRAFTECH INTERNATIONAL LTD.

SECURITY        384313102         MEETING TYPE   Annual
TICKER SYMBOL   GTI               MEETING DATE   19-May-2009
ISIN            US3843131026      AGENDA         933054001 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RANDY W. CARSON                                                                For           For
          2    MARY B. CRANSTON                                                               For           For
          3    HAROLD E. LAYMAN                                                               For           For
          4    FERRELL P. MCCLEAN                                                             For           For
          5    MICHAEL C. NAHL                                                                For           For
          6    FRANK A. RIDDICK III                                                           For           For
          7    CRAIG S. SHULAR                                                                For           For
02        AMEND THE 2005 EQUITY INCENTIVE PLAN TO INCREASE                       Management   For           For
          THE NUMBER OF SHARES AUTHORIZED FOR AWARDS BY
          4,000,000 SHARES.
03        AMEND THE AMENDED AND RESTATED CERTIFICATE OF                          Management   For           For
          INCORPORATION TO INCREASE THE NUMBER OF SHARES
          OF COMMON STOCK AUTHORIZED FOR ISSUANCE BY
          75,000,000 SHARES.
04        APPROVE THE GRAFTECH EXECUTIVE INCENTIVE                               Management   For           For
          COMPENSATION PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             89

- --------------------------------------------------------------------------------
DEERFIELD CAPITAL CORPORATION

SECURITY        244331302         MEETING TYPE   Annual
TICKER SYMBOL   DFR               MEETING DATE   19-May-2009
ISIN            US2443313026      AGENDA         933056877 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER H. ROTHSCHILD                                                            For           For
          2    ROBERT E. FISCHER                                                              For           For
          3    PETER W. MAY                                                                   For           For
02        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   For           For
          CHARTER TO RESTRICT CERTAIN ACQUISITIONS AND
          DISPOSITIONS OF THE COMPANY'S SECURITIES IN ORDER
          TO PRESERVE THE BENEFIT OF ITS NET OPERATING
          LOSSES, NET CAPITAL LOSSES AND CERTAIN OTHER TAX
          ATTRIBUTES FOR TAX PURPOSES, ALL AS MORE FULLY
          DESCRIBED IN THE PROXY STATEMENT.
03        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
RUSH ENTERPRISES, INC.

SECURITY        781846308         MEETING TYPE   Annual
TICKER SYMBOL   RUSHB             MEETING DATE   19-May-2009
ISIN            US7818463082      AGENDA         933057956 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    W. MARVIN RUSH                                                                 For           For
          2    W.M. "RUSTY" RUSH                                                              For           For
          3    RONALD J. KRAUSE                                                               For           For
          4    JAMES C. UNDERWOOD                                                             For           For
          5    HAROLD D. MARSHALL                                                             For           For
          6    THOMAS A. AKIN                                                                 For           For
          7    GERALD R. SZCZEPANSKI                                                          For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &                          Management   For           For
          YOUNG LLP TO SERVE AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
HSN, INC

SECURITY        404303109         MEETING TYPE   Annual
TICKER SYMBOL   HSNI              MEETING DATE   19-May-2009
ISIN            US4043031099      AGENDA         933061741 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GREGORY R. BLATT                                                               For           For
          2    MICHAEL C. BOYD                                                                For           For
          3    P. BOUSQUET-CHAVANNE                                                           For           For
          4    WILLIAM COSTELLO                                                               For           For
          5    JAMES M. FOLLO                                                                 For           For
          6    MINDY GROSSMAN                                                                 For           For
          7    STEPHANIE KUGELMAN                                                             For           For
          8    ARTHUR C. MARTINEZ                                                             For           For
          9    THOMAS J. MCINERNEY                                                            For           For
          10   JOHN B. MORSE, JR.                                                             For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS HSN, INC.'S INDEPENDENT REGISTERED CERTIFIED
          PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.
03        APPROVAL OF SECOND AMENDED AND RESTATED 2008                           Management   Against       Against
          STOCK AND ANNUAL INCENTIVE PLAN.


- --------------------------------------------------------------------------------
CARMIKE CINEMAS, INC.

SECURITY        143436400         MEETING TYPE   Annual
TICKER SYMBOL   CKEC              MEETING DATE   19-May-2009
ISIN            US1434364006      AGENDA         933064420 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES A. FLEMING                                                               For           For
          2    ALAN J. HIRSCHFIELD                                                            For           For
          3    S. DAVID PASSMAN III                                                           For           For
          4    ROLAND C. SMITH                                                                For           For
          5    FRED W. VAN NOY                                                                For           For
          6    PATRICIA A. WILSON                                                             For           For
02        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM: DELOITTE &
          TOUCHE LLP




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             90

- --------------------------------------------------------------------------------
HAWK CORPORATION

SECURITY        420089104         MEETING TYPE   Annual
TICKER SYMBOL   HWK               MEETING DATE   19-May-2009
ISIN            US4200891046      AGENDA         933069898 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ANDREW T. BERLIN                                                               For           For
          2    PAUL R. BISHOP                                                                 For           For
          3    JACK F. KEMP                                                                   For           For
          4    RICHARD T. MARABITO                                                            For           For
          5    DAN T. MOORE, III                                                              For           For
02        APPROVAL OF THE ANNUAL INCENTIVE PLAN AS                               Management   For           For
          PERFORMANCE-BASED COMPENSATION.


- --------------------------------------------------------------------------------
BERU AG, LUDWIGSBURG

SECURITY        D1015D108         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   BRUXF.PK          MEETING DATE   20-May-2009
ISIN            DE0005072102      AGENDA         701891485 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          AS A CONDITION OF VOTING, GERMAN MARKET                                Non-Voting
          REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
          YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
          THIS COMPANY. SHOULD EI-THER BE THE CASE, PLEASE
          CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO
          THAT WE-MAY LODGE YOUR INSTRUCTIONS
          ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR-
          PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL.
          THANK YOU
          PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS                         Non-Voting
          MEETING IS 29 APR 2009, WHEREAS-THE MEETING HAS
          BEEN SETUP USING THE ACTUAL RECORD DATE - 1
          BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL
          POSITIONS RERTED ARE IN CONCURRENCE WITH THE
          GERM-AN LAW. THANK YOU
1.        Presentation of the financial statements and annual report for the     Non-Voting
          2008 FY wit-h the report of the Supervisory Board, the Group
          financial statements and annu-al report, and the report pursuant to
          sections 289[4] and 315[4] of the German-Commercial Code
2.        Ratification of the Acts of the Board of Managing Directors            Management   For           For
3.        Ratification of the Acts of the Supervisory Board                      Management   For           For
4.        Appoint the Auditors for the 2009 FY: PricewaterhouseCoopers           Management   For           For
          AG, Stuttgart
5.        Resolution on the transfer of all shares of the Company held by its    Management   For           For
          minority shareholders to Borgwarner Germany Gmbh, which holds
          approximately 96.86% of the Companys share capital, against
          cash compensation of EUR 73.39 per share
6.        Resolution on the non-disclosure of the information required           Management   For           For
          pursuant to Sections 285[1] Number 9a) and 314[1] Number 6a) of
          the German Commercial Code, for a period of 5 years
7.        Amendments to the Articles of Association in connection with the       Management   For           For
          shareholder rights directive implementation law [ARUG] Section
          11 shall be amended to reflect that registration for the
          shareholders, meeting and the related proof of shareholding must
          be submitted to the comp any in textual or written form before the
          statutory deadline
8.1       Elections to the Supervisory Board - Mr. Ulrich Woehr                  Management   For           For
8.2       Elections to the Supervisory Board - Mr. Robin J. Adams                Management   For           For
8.3       Elections to the Supervisory Board - Mr. Anthony D. Hensel             Management   For           For
8.4       Elections to the Supervisory Board - Mr. Alfred Weber                  Management   For           For


- --------------------------------------------------------------------------------
MIDDLESEX WATER COMPANY

SECURITY        596680108         MEETING TYPE   Annual
TICKER SYMBOL   MSEX              MEETING DATE   20-May-2009
ISIN            US5966801087      AGENDA         933037233 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN C. CUTTING                                                                For           For
          2    JOHN P. MULKERIN                                                               For           For
          3    DENNIS W. DOLL                                                                 For           For


- --------------------------------------------------------------------------------
BELDEN INC.

SECURITY        077454106         MEETING TYPE   Annual
TICKER SYMBOL   BDC               MEETING DATE   20-May-2009
ISIN            US0774541066      AGENDA         933038451 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID ALDRICH                                                                  For           For
          2    LORNE D. BAIN                                                                  For           For
          3    LANCE C. BALK                                                                  For           For
          4    JUDY L. BROWN                                                                  For           For
          5    BRYAN C. CRESSEY                                                               For           For
          6    GLENN KALNASY                                                                  For           For
          7    MARY S. MCLEOD                                                                 For           For
          8    JOHN M. MONTER                                                                 For           For
          9    BERNARD G. RETHORE                                                             For           For
          10   JOHN S. STROUP                                                                 For           For
02        TO AUTHORIZE AN ADDITIONAL 2,200,000 SHARES FOR THE                    Management   Against       Against
          CABLE DESIGN TECHNOLOGIES CORPORATION 2001 LONG-
          TERM PERFORMANCE INCENTIVE PLAN AND APPROVE
          OTHER PLAN AMENDMENTS DESCRIBED IN THE PROXY
          STATEMENT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             91

- --------------------------------------------------------------------------------
WPT ENTERPRISES, INC.

SECURITY        98211W108         MEETING TYPE   Annual
TICKER SYMBOL   WPTE              MEETING DATE   20-May-2009
ISIN            US98211W1080      AGENDA         933042575 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LYLE BERMAN                                                                    For           For
          2    STEVEN LIPSCOMB                                                                For           For
          3    MICHAEL BEINDORFF                                                              For           For
          4    BRADLEY BERMAN                                                                 For           For
          5    JOSEPH CARSON, JR.                                                             For           For
          6    RAY MOBERG                                                                     For           For
          7    MIMI ROGERS                                                                    For           For
02        APPROVAL OF THE AMENDMENT OF OUR CERTIFICATE OF                        Management   For           For
          INCORPORATION TO EFFECT A REVERSE STOCK SPLIT.
03        RATIFY THE APPOINTMENT OF PIERCY, BOWLER, TAYLOR &                     Management   For           For
          KERN AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.
04        APPROVAL OF SUCH OTHER BUSINESS AS MAY PROPERLY                        Management   For           For
          COME BEFORE THE MEETING OR ANY ADJOURNMENTS
          THEREOF.


- --------------------------------------------------------------------------------
SMART BALANCE INC

SECURITY        83169Y108         MEETING TYPE   Annual
TICKER SYMBOL   SMBL              MEETING DATE   20-May-2009
ISIN            US83169Y1082      AGENDA         933043034 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT J. GILLESPIE                                                            For           For
          2    ROBERT F. MCCARTHY                                                             For           For
          3    MICHAEL R. O'BRIEN                                                             For           For
02        RATIFICATION OF APPOINTMENT OF EHRHARDT KEEFE                          Management   For           For
          STEINER & HOTTMAN PC AS INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
CONSOLIDATED WATER COMPANY LIMITED

SECURITY        G23773107         MEETING TYPE   Annual
TICKER SYMBOL   CWCO              MEETING DATE   20-May-2009
ISIN            KYG237731073      AGENDA         933043921 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: WILMER F. PERGANDE                               Management   For           For
1B        ELECTION OF DIRECTOR: DAVID W. SASNETT                                 Management   For           For
1C        ELECTION OF DIRECTOR: LEONARD J. SOKOLOW                               Management   For           For
1D        ELECTION OF DIRECTOR: RAYMOND WHITTAKER                                Management   For           For
S2        AMEND ARTICLES TO ELIMINATE REQUIREMENT THAT A                         Management   For           For
          POLL BE DEMANDED IN ORDER FOR A SHAREHOLDER OR
          PROXY HOLDER TO BE ENTITLED TO ONE VOTE FOR EACH
          SHARE HELD OR REPRESENTED BY PROXY.
S3        APPROVE THE AMENDMENT OF THE AMENDED AND                               Management   For           For
          RESTATED ARTICLES, ALL AS MORE FULLY DESCRIBED IN
          THE PROXY STATEMENT.
S4        AMENDMENT OF THE ARTICLES OF ASSOCIATION TO                            Management   For           For
          CLARIFY THAT PROXIES MAY BE APPOINTED BY, AND
          NOTICES OF MEETINGS, REPORTS AND FINANCIAL
          STATEMENTS MAY BE DELIVERED BY, ELECTRONIC
          MEANS.
S5        AMENDMENT OF ARTICLES RELATED TO: (A) CHARITABLE                       Management   For           For
          CONTRIBUTIONS; (B) DIRECTOR CONFLICTS; & (C) THE
          ISSUANCE OF SHARES.
S6        AMENDMENT OF ARTICLES TO PERMIT THE BOARD TO                           Management   For           For
          APPROVE THE REPURCHASE AT FAIR MARKET VALUE.
S7        ADOPTION OF AN AMENDED AND RESTATED ARTICLES                           Management   For           For
          INCORPORATING ANY AND ALL AMENDMENTS APPROVED
          IN PROPOSALS 2 - 6.
08        RATIFY THE SELECTION OF RACHLIN LLP AS THE                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
DREW INDUSTRIES INCORPORATED

SECURITY        26168L205         MEETING TYPE   Annual
TICKER SYMBOL   DW                MEETING DATE   20-May-2009
ISIN            US26168L2051      AGENDA         933044707 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDWARD W. ROSE, III                                                            For           For
          2    LEIGH J. ABRAMS                                                                For           For
          3    FREDRIC M. ZINN                                                                For           For
          4    JAMES F. GERO                                                                  For           For
          5    FREDERICK B. HEGI, JR.                                                         For           For
          6    DAVID A. REED                                                                  For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             92


                                                                                                
          7    JOHN B. LOWE, JR.                                                              For           For
          8    JASON D. LIPPERT                                                               For           For
02        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   For           For
          RESTATED CERTIFICATE OF INCORPORATION TO
          DECREASE THE AUTHORIZED NUMBER OF SHARES;
03        TO ADOPT AN AMENDMENT TO THE COMPANY'S 2002                            Management   Against       Against
          EQUITY AWARD AND INCENTIVE PLAN TO INCREASE THE
          NUMBER OF SHARES SUBJECT TO AWARDS;
04        TO RATIFY THE SELECTION OF KPMG LLP AS                                 Management   For           For
          INDEPENDENT AUDITORS FOR THE COMPANY FOR THE
          YEAR ENDING DECEMBER 31, 2009; AND
05        IN THEIR DISCRETION, UPON SUCH OTHER MATTERS THAT                      Management   For           For
          MAY PROPERLY COME BEFORE THE MEETING OR ANY
          ADJOURNMENT OR ADJOURNMENTS THEREOF. THE
          SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY
          EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
          HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF THIS
          PROXY IS EXECUTED BY THE UNDERSIGNED
          STOCKHOLDER(S), BUT NO DIRECTION IS MADE, THIS
          PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4. IF ANY
          OTHER MATTERS PROPERLY COME BEFORE THE MEETING,
          THE PERSON NAMED ON THIS PROXY WILL VOTE IN THEIR
          DISCRETION. COME BEFORE THE MEETING OR ANY
          ADJOURNMENT OR ADJOURNMENTS THEREOF


- --------------------------------------------------------------------------------
CORN PRODUCTS INTERNATIONAL, INC.

SECURITY        219023108         MEETING TYPE   Annual
TICKER SYMBOL   CPO               MEETING DATE   20-May-2009
ISIN            US2190231082      AGENDA         933045165 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LUIS ARANGUREN-TRELLEZ                                                         For           For
          2    PAUL HANRAHAN                                                                  For           For
          3    WILLIAM S. NORMAN                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE
          COMPANY'S OPERATIONS IN 2009.
03        TO REQUEST THE BOARD OF DIRECTORS TO ELIMINATE                         Shareholder  For
          CLASSIFICATION OF THE TERMS OF THE BOARD OF
          DIRECTORS TO REQUIRE THAT ALL DIRECTORS STAND
          FOR ELECTION ANNUALLY.


- --------------------------------------------------------------------------------
PALOMAR MEDICAL TECHNOLOGIES, INC.

SECURITY        697529303         MEETING TYPE   Annual
TICKER SYMBOL   PMTI              MEETING DATE   20-May-2009
ISIN            US6975293035      AGENDA         933045343 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH P. CARUSO                                                               For           For
          2    JEANNE COHANE                                                                  For           For
          3    NICHOLAS P. ECONOMOU                                                           For           For
          4    JAMES G. MARTIN                                                                For           For
          5    A. NEIL PAPPALARDO                                                             For           For
          6    LOUIS P. VALENTE                                                               For           For
02        TO RATIFY ERNST & YOUNG LLP AS THE COMPANY'S                           Management   For           For
          INDEPENDENT AUDITORS FOR FISCAL 2009.
03        TO APPROVE THE 2009 STOCK INCENTIVE PLAN.                              Management   Against       Against
04        TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY                        Management   For           For
          COME BEFORE THE MEETING OR ANY ADJOURNMENTS
          THEREOF.


- --------------------------------------------------------------------------------
INTERACTIVE DATA CORPORATION

SECURITY        45840J107         MEETING TYPE   Annual
TICKER SYMBOL   IDC               MEETING DATE   20-May-2009
ISIN            US45840J1079      AGENDA         933046484 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTORS                                                              Management
          1    RAYMOND L. D'ARCY                                                              For           For
          2    MYRA R. DRUCKER                                                                For           For
          3    RONA A. FAIRHEAD                                                               For           For
          4    DONALD P. GREENBERG                                                            For           For
          5    CASPAR J.A. HOBBS                                                              For           For
          6    PHILIP J. HOFFMAN                                                              For           For
          7    ROBERT C. LAMB JR.                                                             For           For
02        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.
03        APPROVE OUR 2009 LONG-TERM INCENTIVE PLAN.                             Management   Against       Against




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             93

- --------------------------------------------------------------------------------
DENNY'S CORPORATION

SECURITY        24869P104         MEETING TYPE   Annual
TICKER SYMBOL   DENN              MEETING DATE   20-May-2009
ISIN            US24869P1049      AGENDA         933053768 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: BRENDA J. LAUDERBACK                             Management   For           For
1B        ELECTION OF DIRECTOR: NELSON J. MARCHIOLI                              Management   For           For
1C        ELECTION OF DIRECTOR: ROBERT E. MARKS                                  Management   For           For
1D        ELECTION OF DIRECTOR: LOUIS P. NEEB                                    Management   For           For
1E        ELECTION OF DIRECTOR: DONALD C. ROBINSON                               Management   For           For
1F        ELECTION OF DIRECTOR: DONALD R. SHEPHERD                               Management   For           For
1G        ELECTION OF DIRECTOR: DEBRA SMITHART-OGLESBY                           Management   For           For
02        A PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS                      Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM OF DENNY'S CORPORATION AND ITS SUBSIDIARIES
          FOR THE YEAR ENDING DECEMBER 30, 2009.
03        A STOCKHOLDER PROPOSAL THAT ENCOURAGES DENNY'S                         Shareholder  Against       For
          CORPORATION TO COMMIT TO SELLING AT LEAST 10
          PERCENT CAGE-FREE EGGS BY VOLUME.


- --------------------------------------------------------------------------------
BIOLASE TECHNOLOGY, INC.

SECURITY        090911108         MEETING TYPE   Annual
TICKER SYMBOL   BLTI              MEETING DATE   20-May-2009
ISIN            US0909111082      AGENDA         933058605 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: ROBERT M. ANDERTON, DDS                          Management   For           For
1B        ELECTION OF DIRECTOR: GEORGE V. D'ARBELOFF                             Management   For           For
1C        ELECTION OF DIRECTOR: DANIEL S. DURRIE, M.D.                           Management   For           For
1D        ELECTION OF DIRECTOR: NEIL J. LAIRD                                    Management   For           For
1E        ELECTION OF DIRECTOR: JAMES R. LARGENT                                 Management   For           For
1F        ELECTION OF DIRECTOR: FEDERICO PIGNATELLI                              Management   For           For
1G        ELECTION OF DIRECTOR: DAVID M. MULDER                                  Management   For           For
02        TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS                       Management   For           For
          OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
SPARTAN MOTORS, INC.

SECURITY        846819100         MEETING TYPE   Annual
TICKER SYMBOL   SPAR              MEETING DATE   20-May-2009
ISIN            US8468191007      AGENDA         933059443 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KENNETH KACZMAREK                                                              For           For
          2    JOHN E. SZTYKIEL                                                               For           For
02        PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S                               Management   For           For
          APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT
          AUDITORS FOR THE CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
THE CHEESECAKE FACTORY INCORPORATED

SECURITY        163072101         MEETING TYPE   Annual
TICKER SYMBOL   CAKE              MEETING DATE   20-May-2009
ISIN            US1630721017      AGENDA         933061765 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALEXANDER L. CAPPELLO                                                          For           For
          2    JEROME I. KRANSDORF                                                            For           For
          3    DAVID B. PITTAWAY                                                              For           For
02        APPROVAL OF AMENDMENTS TO THE COMPANY'S                                Management   For           For
          CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN
          SUPERMAJORITY VOTING PROVISIONS.
03        APPROVAL OF AMENDMENTS TO THE COMPANY'S                                Management   For           For
          CERTIFICATE OF INCORPORATION TO PERMIT
          STOCKHOLDER ACTION BY WRITTEN CONSENT.
04        RATIFICATION OF THE SELECTION OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 29, 2009.


- --------------------------------------------------------------------------------
INTEGRA LIFESCIENCES HOLDINGS CORP.

SECURITY        457985208         MEETING TYPE   Annual
TICKER SYMBOL   IART              MEETING DATE   20-May-2009
ISIN            US4579852082      AGENDA         933064622 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR.                         Management   For           For
1B        ELECTION OF DIRECTOR: KEITH BRADLEY                                    Management   For           For
1C        ELECTION OF DIRECTOR: RICHARD E. CARUSO                                Management   For           For
1D        ELECTION OF DIRECTOR: STUART M. ESSIG                                  Management   For           For
1E        ELECTION OF DIRECTOR: NEAL MOSZKOWSKI                                  Management   For           For
1F        ELECTION OF DIRECTOR: RAYMOND G. MURPHY                                Management   For           For
1G        ELECTION OF DIRECTOR: CHRISTIAN S. SCHADE                              Management   For           For
1H        ELECTION OF DIRECTOR: JAMES M. SULLIVAN                                Management   For           For
1I        ELECTION OF DIRECTOR: ANNE M. VANLENT                                  Management   For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             94

- --------------------------------------------------------------------------------
PRIMEDIA INC.

SECURITY        74157K846         MEETING TYPE   Annual
TICKER SYMBOL   PRM               MEETING DATE   20-May-2009
ISIN            US74157K8466      AGENDA         933066880 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID A. BELL                                                                  For           For
          2    BEVERLY C. CHELL                                                               For           For
          3    DANIEL T. CIPORIN                                                              For           For
          4    MEYER FELDBERG                                                                 For           For
          5    PERRY GOLKIN                                                                   For           For
          6    H. JOHN GREENIAUS                                                              For           For
          7    DEAN B. NELSON                                                                 For           For
          8    KEVIN J. SMITH                                                                 For           For
          9    CHARLES J. STUBBS                                                              For           For
          10   THOMAS C. UGER                                                                 For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE COMPANY FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
BORLAND SOFTWARE CORPORATION

SECURITY        099849101         MEETING TYPE   Annual
TICKER SYMBOL   BORL              MEETING DATE   21-May-2009
ISIN            US0998491015      AGENDA         933034819 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN F. OLSEN                                                                  For           For
          2    CHARLES F. KANE                                                                For           For
          3    WILLIAM K. HOOPER                                                              For           For
          4    T. MICHAEL NEVENS                                                              For           For
          5    TOD NIELSEN                                                                    For           For
          6    ROBERT M. TARKOFF                                                              For           For
          7    BRYAN LEBLANC                                                                  For           For
02        APPROVE A PROPOSAL TO PROVIDE THE BOARD OF                             Management   For           For
          DIRECTORS WITH DISCRETION TO EFFECT A REVERSE
          STOCK SPLIT.
03        RATIFY THE SELECTION OF KPMG LLP AS OUR                                Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WESTAR ENERGY, INC.

SECURITY        95709T100         MEETING TYPE   Annual
TICKER SYMBOL   WR                MEETING DATE   21-May-2009
ISIN            US95709T1007      AGENDA         933035924 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES Q. CHANDLER IV                                                         For           For
          2    R.A. EDWARDS                                                                   For           For
          3    SANDRA A.J. LAWRENCE                                                           For           For
02        RATIFICATION AND CONFIRMATION OF DELOITTE &                            Management   For           For
          TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.
03        PROPOSAL TO APPROVE THE ADOPTION OF AN                                 Management   For           For
          AMENDMENT TO THE WESTAR ENERGY, INC. LONG TERM
          INCENTIVE AND SHARE AWARD PLAN.


- --------------------------------------------------------------------------------
BOYD GAMING CORPORATION

SECURITY        103304101         MEETING TYPE   Annual
TICKER SYMBOL   BYD               MEETING DATE   21-May-2009
ISIN            US1033041013      AGENDA         933038932 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT L. BOUGHNER                                                             For           For
          2    WILLIAM R. BOYD                                                                For           For
          3    WILLIAM S. BOYD                                                                For           For
          4    THOMAS V. GIRARDI                                                              For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             95


                                                                                                
          5    MARIANNE BOYD JOHNSON                                                          For           For
          6    BILLY G. MCCOY                                                                 For           For
          7    FREDERICK J. SCHWAB                                                            For           For
          8    KEITH E. SMITH                                                                 For           For
          9    CHRISTINE J. SPADAFOR                                                          For           For
          10   PETER M. THOMAS                                                                For           For
          11   VERONICA J. WILSON                                                             For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
LEAR CORPORATION

SECURITY        521865105         MEETING TYPE   Annual
TICKER SYMBOL   LEA               MEETING DATE   21-May-2009
ISIN            US5218651058      AGENDA         933044771 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID E. FRY                                                                   For           For
          2    CONRAD L. MALLETT, JR.                                                         For           For
          3    ROBERT E. ROSSITER                                                             For           For
          4    DAVID P. SPALDING                                                              For           For
          5    JAMES A. STERN                                                                 For           For
          6    HENRY D.G. WALLACE                                                             For           For
02        RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For           For
          LEAR CORPORATION'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.
03        STOCKHOLDER PROPOSAL TO IMPLEMENT GLOBAL HUMAN                         Shareholder  Against       For
          RIGHTS STANDARDS.
04        STOCKHOLDER PROPOSAL TO ADOPT MAJORITY VOTE                            Shareholder  Against       For
          PROTOCOL.


- --------------------------------------------------------------------------------
CABLEVISION SYSTEMS CORPORATION

SECURITY        12686C109         MEETING TYPE   Annual
TICKER SYMBOL   CVC               MEETING DATE   21-May-2009
ISIN            US12686C1099      AGENDA         933046321 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ZACHARY W. CARTER                                                              For           For
          2    CHARLES D. FERRIS                                                              For           For
          3    THOMAS V. REIFENHEISER                                                         For           For
          4    JOHN R. RYAN                                                                   For           For
          5    VINCENT TESE                                                                   For           For
          6    LEONARD TOW                                                                    For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS                      Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
          THE COMPANY FOR FISCAL YEAR 2009.
03        APPROVAL OF CABLEVISION SYSTEMS CORPORATION                            Management   Against       Against
          AMENDED 2006 EMPLOYEE STOCK PLAN.


- --------------------------------------------------------------------------------
INVACARE CORPORATION

SECURITY        461203101         MEETING TYPE   Annual
TICKER SYMBOL   IVC               MEETING DATE   21-May-2009
ISIN            US4612031017      AGENDA         933048767 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES C. BOLAND                                                                For           For
          2    GERALD B. BLOUCH                                                               For           For
          3    WILLIAM M. WEBER                                                               For           For
02        APPROVE AND ADOPT AMENDMENTS TO THE COMPANY'S                          Management   Against       Against
          2003 PERFORMANCE PLAN
03        APPROVE AND ADOPT AMENDMENTS TO THE COMPANY'S                          Management   For           For
          CODE OF REGULATIONS TO ESTABLISH MAJORITY VOTING
          DIRECTOR RESIGNATION PROCEDURES
04        APPROVE AND ADOPT AMENDMENTS TO THE COMPANY'S                          Management   For           For
          CODE OF REGULATIONS TO ADOPT PROCEDURES FOR
          SHAREHOLDERS TO PROPOSE BUSINESS TO BE
          CONSIDERED AND TO NOMINATE DIRECTORS FOR
          ELECTION AT AN ANNUAL MEETING
05        APPROVE AND ADOPT AMENDMENTS TO THE COMPANY'S                          Management   For           For
          CODE OF REGULATIONS TO PERMIT AMENDEMENTS TO
          THE CODE OF REGULATIONS BY THE BOARD OF
          DIRECTORS TO THE EXTENT PERMITTED BY OHIO LAW
06        RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS THE                         Management   For           For
          COMPANY'S INDEPENDENT AUDITORS
07        MAJORITY VOTING STANDARD FOR DIRECTORS                                 Shareholder  Against       For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             96

- --------------------------------------------------------------------------------
PAIN THERAPEUTICS, INC.

SECURITY        69562K100         MEETING TYPE   Annual
TICKER SYMBOL   PTIE              MEETING DATE   21-May-2009
ISIN            US69562K1007      AGENDA         933049466 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    REMI BARBIER                                                                   For           For
          2    SANFORD R. ROBERTSON                                                           For           For
          3    P.J. SCANNON, MD, PH.D                                                         For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
          THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
          31, 2009.


- --------------------------------------------------------------------------------
DEAN FOODS COMPANY

SECURITY        242370104         MEETING TYPE   Annual
TICKER SYMBOL   DF                MEETING DATE   21-May-2009
ISIN            US2423701042      AGENDA         933053706 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JANET HILL                                                                     For           For
          2    HECTOR M. NEVARES                                                              For           For
02        PROPOSAL TO AMEND THE DEAN FOODS COMPANY 2007                          Management   Against       Against
          STOCK INCENTIVE PLAN.
03        PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS                            Management   For           For
          INDEPENDENT AUDITOR.


- --------------------------------------------------------------------------------
CONMED CORPORATION

SECURITY        207410101         MEETING TYPE   Annual
TICKER SYMBOL   CNMD              MEETING DATE   21-May-2009
ISIN            US2074101013      AGENDA         933056346 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EUGENE R. CORASANTI                                                            For           For
          2    JOSEPH J. CORASANTI                                                            For           For
          3    BRUCE F. DANIELS                                                               For           For
          4    JO ANN GOLDEN                                                                  For           For
          5    STEPHEN M. MANDIA                                                              For           For
          6    STUART J. SCHWARTZ                                                             For           For
          7    MARK E. TRYNISKI                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          ACCOUNTANTS FOR THE COMPANY FOR 2009.
03        APPROVAL OF THE AMENDED AND RESTATED 1999 LONG-                        Management   Against       Against
          TERM INCENTIVE PLAN.


- --------------------------------------------------------------------------------
ALIGN TECHNOLOGY, INC.

SECURITY        016255101         MEETING TYPE   Annual
TICKER SYMBOL   ALGN              MEETING DATE   21-May-2009
ISIN            US0162551016      AGENDA         933059811 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID E. COLLINS                                                               For           For
          2    JOSEPH LACOB                                                                   For           For
          3    C. RAYMOND LARKIN, JR.                                                         For           For
          4    GEORGE J. MORROW                                                               For           For
          5    THOMAS M. PRESCOTT                                                             For           For
          6    GREG J. SANTORA                                                                For           For
          7    WARREN S. THALER                                                               For           For
02        RATIFICATION OF SELECTION OF INDEPENDENT                               Management   For           For
          REGISTERED PUBLIC ACCOUNTANTS: PROPOSAL TO
          RATIFY THE APPOINTMENT OF
          PRICEWATERHOUSECOOPERS LLP AS ALIGN
          TECHNOLOGY, INC.'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER
          31, 2009.


- --------------------------------------------------------------------------------
LIN TV CORP.

SECURITY        532774106         MEETING TYPE   Annual
TICKER SYMBOL   TVL               MEETING DATE   21-May-2009
ISIN            US5327741063      AGENDA         933060028 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROYAL W. CARSON III                                                            Withheld      Against
          2    VINCENT L. SADUSKY                                                             Withheld      Against
02        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM OF LIN TV CORP.
          FOR THE YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             97

- --------------------------------------------------------------------------------
COMMUNICATIONS SYSTEMS, INC.

SECURITY        203900105         MEETING TYPE   Annual
TICKER SYMBOL   JCS               MEETING DATE   21-May-2009
ISIN            US2039001050      AGENDA         933060268 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JEFFREY K. BERG                                                                For           For
          2    ROGER H.D. LACEY                                                               For           For
02        PROPOSAL TO AMEND THE COMPANY'S 1990 EMPLOYEE                          Management   For           For
          STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF
          SHARES AUTHORIZED TO BE ISSUED UNDER THE PLAN BY
          100,000 SHARES TO A TOTAL OF 500,000 SHARES.


- --------------------------------------------------------------------------------
ZEBRA TECHNOLOGIES CORPORATION

SECURITY        989207105         MEETING TYPE   Annual
TICKER SYMBOL   ZBRA              MEETING DATE   21-May-2009
ISIN            US9892071054      AGENDA         933061486 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD L. KEYSER                                                              For           For
          2    ROSS W. MANIRE                                                                 For           For
          3    DR. ROBERT J. POTTER                                                           For           For
02        PROPOSAL TO RATIFY ERNST & YOUNG LLP AS                                Management   For           For
          INDEPENDENT AUDITORS


- --------------------------------------------------------------------------------
STANDARD MOTOR PRODUCTS, INC.

SECURITY        853666105         MEETING TYPE   Annual
TICKER SYMBOL   SMP               MEETING DATE   21-May-2009
ISIN            US8536661056      AGENDA         933067185 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT M. GERRITY                                                              For           For
          2    PAMELA FORBES LIEBERMAN                                                        For           For
          3    ARTHUR S. SILLS                                                                For           For
          4    LAWRENCE I. SILLS                                                              For           For
          5    PETER J. SILLS                                                                 For           For
          6    FREDERICK D. STURDIVANT                                                        For           For
          7    WILLAM H. TURNER                                                               For           For
          8    RICHARD S. WARD                                                                For           For
          9    ROGER M. WIDMANN                                                               For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT                            Management   For           For
          THORNTON LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
NEUROMETRIX, INC.

SECURITY        641255104         MEETING TYPE   Annual
TICKER SYMBOL   NURO              MEETING DATE   21-May-2009
ISIN            US6412551045      AGENDA         933068632 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    S.N. GOZANI, M.D. PH.D.                                                        For           For
          2    CHARLES R. LAMANTIA                                                            For           For
02        TO APPROVE THE COMPANY'S THIRD AMENDED AND                             Management   Against       Against
          RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN TO,
          AMONG OTHER THINGS, INCREASE THE NUMBER OF
          SHARES OF THE COMPANY'S COMMON STOCK, $0.0001
          PAR VALUE PER SHARE, RESERVED FOR ISSUANCE
          THEREUNDER BY 1,000,000 SHARES.
03        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
          COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
MORGUARD CORPORATION

SECURITY        617577101         MEETING TYPE   Annual
TICKER SYMBOL   MRCBF             MEETING DATE   21-May-2009
ISIN            CA6175771014      AGENDA         933075524 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        ELECTION OF DIRECTORS FOR ALL OF THE NOMINEES                          Management   For           For
          NAMED IN THE MANAGEMENT INFORMATION CIRCULAR.
02        APPOINTMENT OF ERNST & YOUNG LLP, AS AUDITORS OF                       Management   For           For
          THE CORPORATION AND AUTHORIZING THE DIRECTORS TO
          FIX THEIR REMUNERATION.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             98

- --------------------------------------------------------------------------------
KATY INDUSTRIES, INC.

SECURITY        486026107         MEETING TYPE   Annual
TICKER SYMBOL   KATY              MEETING DATE   21-May-2009
ISIN            US4860261076      AGENDA         933077744 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHRISTOPHER W. ANDERSON                                                        Withheld      Against
          2    WILLIAM F. ANDREWS                                                             Withheld      Against
          3    SAMUEL P. FRIEDER                                                              Withheld      Against
          4    CHRISTOPHER LACOVARA                                                           Withheld      Against
          5    SHANT MARDIROSSIAN                                                             Withheld      Against
02        TO RATIFY THE SELECTION OF UHY LLP AS THE                              Management   For           For
          INDEPENDENT PUBLIC ACCOUNTANTS OF KATY.


- --------------------------------------------------------------------------------
CUTERA, INC.

SECURITY        232109108         MEETING TYPE   Annual
TICKER SYMBOL   CUTR              MEETING DATE   22-May-2009
ISIN            US2321091082      AGENDA         933032423 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID B. APFELBERG                                                             For           For
          2    TIMOTHY J. O'SHEA                                                              For           For
02        APPROVAL OF THE OPTION EXCHANGE PROGRAM FOR                            Management   Against       Against
          OUR EMPLOYEES.
03        APPROVAL OF THE OPTION EXCHANGE PROGRAM FOR                            Management   Against       Against
          OUR EXECUTIVE OFFICERS AND THE INDEPENDENT
          MEMBERS OF OUR BOARD OF DIRECTORS.
04        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009
          FISCAL YEAR.


- --------------------------------------------------------------------------------
STEVEN MADDEN, LTD.

SECURITY        556269108         MEETING TYPE   Annual
TICKER SYMBOL   SHOO              MEETING DATE   22-May-2009
ISIN            US5562691080      AGENDA         933043894 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDWARD R. ROSENFELD                                                            For           For
          2    JOHN L. MADDEN                                                                 For           For
          3    PETER MIGLIORINI                                                               For           For
          4    RICHARD P. RANDALL                                                             For           For
          5    RAVI SACHDEV                                                                   For           For
          6    THOMAS H. SCHWARTZ                                                             For           For
02        APPROVAL OF THE AMENDMENT AND RESTATEMENT OF                           Management   Against       Against
          THE 2006 STOCK INCENTIVE PLAN TO INCREASE BY
          2,514,000 THE NUMBER OF SHARES AVAILABLE UNDER THE
          PLAN, APPROVE THE PLAN'S PERFORMANCE GOALS AND
          MAKE OTHER AMENDMENTS, AS DESCRIBED IN THE
          COMPANYS PROXY STATEMENT.
03        RATIFICATION OF THE APPOINTMENT OF EISNER LLP AS                       Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
CYPRESS SEMICONDUCTOR CORPORATION

SECURITY        232806109         MEETING TYPE   Annual
TICKER SYMBOL   CY                MEETING DATE   22-May-2009
ISIN            US2328061096      AGENDA         933045711 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    T.J. RODGERS                                                                   For           For
          2    W. STEVE ALBRECHT                                                              For           For
          3    ERIC A. BENHAMOU                                                               For           For
          4    LLOYD CARNEY                                                                   For           For
          5    JAMES R. LONG                                                                  For           For
          6    J. DANIEL MCCRANIE                                                             For           For
          7    EVERT VAN DE VEN                                                               For           For
02        THE RATIFICATION OF THE APPOINTMENT OF                                 Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
          2009
03        THE APPROVAL OF A 1994 STOCK PLAN AMENDMENT TO                         Management   Against       Against
          PROVIDE STOCK OPTION EXCHANGE FLEXIBILITY




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                             99

- --------------------------------------------------------------------------------
CMS ENERGY CORPORATION

SECURITY        125896100         MEETING TYPE   Annual
TICKER SYMBOL   CMS               MEETING DATE   22-May-2009
ISIN            US1258961002      AGENDA         933050801 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MERRIBEL S. AYRES                                                              For           For
          2    JON E. BARFIELD                                                                For           For
          3    RICHARD M. GABRYS                                                              For           For
          4    DAVID W. JOOS                                                                  For           For
          5    PHILIP R. LOCHNER, JR.,                                                        For           For
          6    MICHAEL T. MONAHAN                                                             For           For
          7    JOSEPH F. PAQUETTE JR.,                                                        For           For
          8    PERCY A. PIERRE                                                                For           For
          9    KENNETH L. WAY                                                                 For           For
          10   KENNETH WHIPPLE                                                                For           For
          11   JOHN B. YASINSKY                                                               For           For
02        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM (PRICEWATERHOUSECOOPERS LLP).
03        PROPOSAL TO AMEND PERFORMANCE INCENTIVE STOCK                          Management   For           For
          PLAN.
04        PROPOSAL TO APPROVE PERFORMANCE MEASURES IN                            Management   For           For
          BONUS PLAN.
05        PROPOSAL TO AMEND ARTICLES OF INCORPORATION.                           Management   For           For


- --------------------------------------------------------------------------------
NABI BIOPHARMACEUTICALS

SECURITY        629519109         MEETING TYPE   Annual
TICKER SYMBOL   NABI              MEETING DATE   22-May-2009
ISIN            US6295191091      AGENDA         933067856 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JASON M. ARYEH                                                                 For           For
          2    DAVID L. CASTALDI                                                              For           For
          3    GEOFFREY F. COX, PH.D.                                                         For           For
          4    PETER B. DAVIS                                                                 For           For
          5    RAAFAT E.F. FAHIM                                                              For           For
          6    RICHARD A. HARVEY, JR.                                                         For           For
          7    LINDA JENCKES                                                                  For           For
          8    TIMOTHY P. LYNCH                                                               For           For
          9    STEPHEN G. SUDOVAR                                                             For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 26, 2009.


- --------------------------------------------------------------------------------
CAVALIER HOMES, INC.

SECURITY        149507105         MEETING TYPE   Annual
TICKER SYMBOL   CAV               MEETING DATE   26-May-2009
ISIN            US1495071052      AGENDA         933093421 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS A. BROUGHTON III                                                        For           For
          2    BARRY B. DONNELL                                                               For           For
          3    CURTIS D. HODGSON                                                              For           For
          4    LEE ROY JORDAN                                                                 For           For
          5    JONATHAN B. LOWE                                                               For           For
          6    KENNETH E. SHIPLEY                                                             For           For
          7    KENNETH J. SMITH                                                               For           For
          8    BOBBY TESNEY                                                                   For           For
          9    CARL S. THIGPEN                                                                For           For
          10   J. DON WILLIAMS                                                                For           For
02        PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT                         Management   For           For
          OF CARR, RIGGS & INGRAM, LLC AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR CAVALIER
          HOMES, INC.


- --------------------------------------------------------------------------------
INTERMEC, INC.

SECURITY        458786100         MEETING TYPE   Annual
TICKER SYMBOL   IN                MEETING DATE   27-May-2009
ISIN            US4587861000      AGENDA         933053530 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: PATRICK J. BYRNE                                 Management   For           For
1B        ELECTION OF DIRECTOR: ERIC J. DRAUT                                    Management   For           For
1C        ELECTION OF DIRECTOR: GREGORY K. HINCKLEY                              Management   For           For
1D        ELECTION OF DIRECTOR: LYDIA H. KENNARD                                 Management   For           For
1E        ELECTION OF DIRECTOR: ALLEN J. LAUER                                   Management   For           For
1F        ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS                              Management   For           For
1G        ELECTION OF DIRECTOR: STEVEN B. SAMPLE                                 Management   For           For
1H        ELECTION OF DIRECTOR: OREN G. SHAFFER                                  Management   For           For
1I        ELECTION OF DIRECTOR: LARRY D. YOST                                    Management   For           For
02        RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS                           Management   For           For
          INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            100

- --------------------------------------------------------------------------------
KINETIC CONCEPTS, INC.

SECURITY        49460W208         MEETING TYPE   Annual
TICKER SYMBOL   KCI               MEETING DATE   27-May-2009
ISIN            US49460W2089      AGENDA         933065371 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CARL F. KOHRT*                                                                 For           For
          2    C. THOMAS SMITH**                                                              For           For
          3    DONALD E. STEEN**                                                              For           For
          4    CRAIG R. CALLEN**                                                              For           For
02        TO APPROVE CERTAIN ISSUANCES OF SHARES OF OUR                          Management   For           For
          COMMON STOCK UPON CONVERSION OF OUR 3.25%
          CONVERTIBLE SENIOR NOTES DUE 2015.
03        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          INDEPENDENT AUDITORS OF THE COMPANY FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
CTS CORPORATION

SECURITY        126501105         MEETING TYPE   Annual
TICKER SYMBOL   CTS               MEETING DATE   27-May-2009
ISIN            US1265011056      AGENDA         933068478 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    W.S. CATLOW                                                                    For           For
          2    L.J. CIANCIA                                                                   For           For
          3    T.G. CODY                                                                      For           For
          4    P.K. COLLAWN                                                                   For           For
          5    R.R. HEMMINGHAUS                                                               For           For
          6    M.A. HENNING                                                                   For           For
          7    V.M. KHILNANI                                                                  For           For
          8    R.A. PROFUSEK                                                                  For           For
02        APPROVAL OF THE CTS CORPORATION 2009 OMNIBUS                           Management   For           For
          EQUITY AND PERFORMANCE INCENTIVE PLAN.
03        RATIFICATION OF THE APPOINTMENT OF GRANT                               Management   For           For
          THORNTON LLP AS CTS' INDEPENDENT AUDITOR.


- --------------------------------------------------------------------------------
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

SECURITY        18451C109         MEETING TYPE   Annual
TICKER SYMBOL   CCO               MEETING DATE   27-May-2009
ISIN            US18451C1099      AGENDA         933080979 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARGARET W. COVELL                                                             For           For
          2    MARK P. MAYS                                                                   For           For
          3    DALE W. TREMBLAY                                                               For           For


- --------------------------------------------------------------------------------
SIRIUS XM RADIO INC.

SECURITY        82967N108         MEETING TYPE   Annual
TICKER SYMBOL   SIRI              MEETING DATE   27-May-2009
ISIN            US82967N1081      AGENDA         933082199 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JOAN L. AMBLE                                    Management   For           For
1B        ELECTION OF DIRECTOR: LEON D. BLACK                                    Management   For           For
1C        ELECTION OF DIRECTOR: LAWRENCE F. GILBERTI                             Management   For           For
1D        ELECTION OF DIRECTOR: EDDY W. HARTENSTEIN                              Management   For           For
1E        ELECTION OF DIRECTOR: JAMES P. HOLDEN                                  Management   For           For
1F        ELECTION OF DIRECTOR: CHESTER A. HUBER, JR.                            Management   For           For
1G        ELECTION OF DIRECTOR: MEL KARMAZIN                                     Management   For           For
1H        ELECTION OF DIRECTOR: JOHN W. MENDEL                                   Management   For           For
1I        ELECTION OF DIRECTOR: JAMES F. MOONEY                                  Management   For           For
1J        ELECTION OF DIRECTOR: GARY M. PARSONS                                  Management   For           For
1K        ELECTION OF DIRECTOR: JACK SHAW                                        Management   For           For
1L        ELECTION OF DIRECTOR: JEFFREY D. ZIENTS                                Management   For           For
02        APPROVE AN AMENDMENT TO OUR CERTIFICATE OF                             Management   For           For
          INCORPORATION TO INCREASE THE NUMBER OF
          AUTHORIZED SHARES OF OUR COMMON STOCK FROM
          8,000,000,000 TO 9,000,000,000 SHARES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            101


                                                                                                
03        APPROVE AN AMENDMENT TO OUR CERTIFICATE OF                             Management   For           For
          INCORPORATION TO (I) EFFECT A REVERSE STOCK SPLIT
          OF OUR COMMON STOCK BY A RATIO DESCRIBED IN THE
          PROXY STATEMENT AT ANY TIME PRIOR TO JUNE 30, 2010,
          WITH THE EXACT RATIO TO BE SET BY OUR BOARD OF
          DIRECTORS, AND (II) REDUCE THE NUMBER OF
          AUTHORIZED SHARES OF OUR COMMON STOCK AS
          DESCRIBED IN THE PROXY STATEMENT.
04        APPROVE THE SIRIUS XM RADIO INC. 2009 LONG-TERM                        Management   Against       Against
          STOCK INCENTIVE PLAN.
05        APPROVE THE APPOINTMENT OF KPMG LLP AS OUR                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
          2009.
06        STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON                               Shareholder  Against       For
          EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------
GAMESA CORPORACION TECHNOLOGICA S A

SECURITY        E54667113         MEETING TYPE   Ordinary General Meeting
TICKER SYMBOL   GCTAY.PK          MEETING DATE   28-May-2009
ISIN            ES0143416115      AGENDA         701921656 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                          Non-Voting
          REACH QUORUM, THERE WILL BE A SE-COND CALL ON 29
          MAY 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
          WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA
          IS AMENDED. THANK YOU.
1.        Approve the individual and consolidated annual accounts of the         Management   For           For
          exercise 2008
2.        Approve the application of the result and the distribution of the      Management   For           For
          dividend
3.        Approve the management report of the company and consolidated          Management   For           For
          group
4.        Approve the management of the Board of Directors                       Management   For           For
5.        Ratify the Board Member of Iberdrola with the Calification of          Management   For           For
          dominical External Member
6.        Ratify the appointment of Mr. Carles Fernandez-Lerga with              Management   For           For
          Calification of other External Board Members
7.        Re-elect the Auditors                                                  Management   For           For
8.        Authorize the Board of Directors for the derivated acquisition of      Management   For           For
          own shares until max of 5% leaving without effect the previous
          agreements approved in the OGM of 2008
9.        Approve the Incentive Plan to long-term through the deliver of         Management   For           For
          shares of the Company included in the strategic plan 2009-2011,
          delegation of the faculties for the execution of this retribution
          system
10        Approve the delegation of the faculties for the execution of the       Management   For           For
          agreements in the OGM


- --------------------------------------------------------------------------------
FURMANITE CORPORATION

SECURITY        361086101         MEETING TYPE   Annual
TICKER SYMBOL   FRM               MEETING DATE   28-May-2009
ISIN            US3610861011      AGENDA         933047587 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SANGWOO AHN                                                                    For           For
          2    CHARLES R. COX                                                                 For           For
          3    HANS KESSLER                                                                   For           For
          4    MICHAEL L. ROSE                                                                For           For
02        TO APPROVE THE AMENDMENT AND RESTATEMENT OF                            Management   For           For
          THE FURMANITE CORPORATION 1994 STOCK INCENTIVE
          PLAN.


- --------------------------------------------------------------------------------
WENDY'S/ARBY'S GROUP INC

SECURITY        950587105         MEETING TYPE   Annual
TICKER SYMBOL   WEN               MEETING DATE   28-May-2009
ISIN            US9505871056      AGENDA         933051815 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NELSON PELTZ                                                                   For           For
          2    PETER W. MAY                                                                   For           For
          3    HUGH L. CAREY                                                                  For           For
          4    CLIVE CHAJET                                                                   For           For
          5    EDWARD P. GARDEN                                                               For           For
          6    JANET HILL                                                                     For           For
          7    JOSEPH A. LEVATO                                                               For           For
          8    J. RANDOLPH LEWIS                                                              For           For
          9    DAVID E. SCHWAB II                                                             For           For
          10   ROLAND C. SMITH                                                                For           For
          11   RAYMOND S. TROUBH                                                              For           For
          12   JACK G. WASSERMAN                                                              For           For
02        TO ADOPT AN AMENDMENT AND RESTATEMENT OF THE                           Management   For           For
          COMPANY'S CERTIFICATE OF INCORPORATION (THE
          CERTIFICATE OF INCORPORATION) TO REFER TO CLASS A
          COMMON STOCK AS COMMON STOCK AND MAKE OTHER
          CONFORMING CHANGES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            102


                                                                                                
03        TO ADOPT AN AMENDMENT AND RESTATEMENT OF THE                           Management   For           For
          CERTIFICATE OF INCORPORATION TO PROVIDE THAT, IN
          THE ABSENCE OF THE CHAIRMAN OF THE BOARD, THE
          ALTERNATE PRESIDING CHAIRMAN AT A MEETING OF THE
          COMPANY'S STOCKHOLDERS WOULD BE, IN ORDER, THE
          VICE CHAIRMAN, THE CHIEF EXECUTIVE OFFICER OR A
          PERSON DESIGNATED BY A MAJORITY OF THE BOARD OF
          DIRECTORS.
04        TO ADOPT AN AMENDMENT AND RESTATEMENT OF THE                           Management   For           For
          CERTIFICATE OF INCORPORATION TO CHANGE THE
          ADVANCE NOTICE PROCEDURES FOR STOCKHOLDER
          PROPOSALS AND DIRECTOR NOMINATIONS.
05        AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF                        Management   For           For
          INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE
          REMOVED ONLY BY AFFIRMATIVE VOTE OF HOLDERS OF
          TWO-THIRDS OF THE VOTING POWER OF CAPITAL STOCK.
06        TO ADOPT AN AMENDMENT AND RESTATEMENT OF THE                           Management   For           For
          CERTIFICATE OF INCORPORATION TO REPEAL ARTICLE VI
          THEREOF.
07        TO RE-APPROVE THE PERFORMANCE GOAL BONUS                               Management   For           For
          AWARDS PORTION OF THE COMPANY'S 1999 EXECUTIVE
          BONUS PLAN.
08        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
BEASLEY BROADCAST GROUP, INC.

SECURITY        074014101         MEETING TYPE   Annual
TICKER SYMBOL   BBGI              MEETING DATE   28-May-2009
ISIN            US0740141017      AGENDA         933052843 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEORGE G. BEASLEY                                                              For           For
          2    BRUCE G. BEASLEY                                                               For           For
          3    CAROLINE BEASLEY                                                               For           For
          4    BRIAN E. BEASLEY                                                               For           For
          5    JOE B. COX                                                                     For           For
          6    ALLEN B. SHAW                                                                  For           For
          7    MARK S. FOWLER                                                                 For           For
          8    HERBERT W. MCCORD                                                              For           For


- --------------------------------------------------------------------------------
HENRY SCHEIN, INC.

SECURITY        806407102         MEETING TYPE   Annual
TICKER SYMBOL   HSIC              MEETING DATE   28-May-2009
ISIN            US8064071025      AGENDA         933054392 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STANLEY M. BERGMAN                                                             For           For
          2    GERALD A. BENJAMIN                                                             For           For
          3    JAMES P. BRESLAWSKI                                                            For           For
          4    MARK E. MLOTEK                                                                 For           For
          5    STEVEN PALADINO                                                                For           For
          6    BARRY J. ALPERIN                                                               For           For
          7    PAUL BRONS                                                                     For           For
          8    M.A. HAMBURG, M.D.                                                             For           For
          9    DONALD J. KABAT                                                                For           For
          10   PHILIP A. LASKAWY                                                              For           For
          11   KARYN MASHIMA                                                                  For           For
          12   NORMAN S. MATTHEWS                                                             For           For
          13   LOUIS W. SULLIVAN, M.D.                                                        For           For
02        PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK                             Management   Against       Against
          INCENTIVE PLAN.
03        PROPOSAL TO AMEND THE COMPANY'S SECTION 162(M)                         Management   For           For
          CASH BONUS PLAN.
04        PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN,                       Management   For           For
          LLP AS THE COMPANY'S INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          DECEMBER 26, 2009.


- --------------------------------------------------------------------------------
ADAMS GOLF, INC.

SECURITY        006228209         MEETING TYPE   Annual
TICKER SYMBOL   ADGF              MEETING DATE   28-May-2009
ISIN            US0062282092      AGENDA         933055281 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    O.G. (CHIP) BREWER III                                                         For           For
          2    RUSSELL L. FLEISCHER                                                           For           For
02        DIRECTORS' PROPOSAL - RATIFY THE APPOINTMENT OF                        Management   For           For
          KBA GROUP LLP AS THE COMPANY'S INDEPENDENT
          AUDITORS FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            103

- --------------------------------------------------------------------------------
NEW ULM TELECOM, INC.

SECURITY        649060100         MEETING TYPE   Annual
TICKER SYMBOL   NULM              MEETING DATE   28-May-2009
ISIN            US6490601001      AGENDA         933061652 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROSEMARY DITTRICH                                                              For           For
          2    MARY ELLEN DOMEIER                                                             For           For
          3    DENNIS MILLER                                                                  For           For
02        TO APPROVE AN AMENDMENT TO ARTICLE IV OF THE                           Management   For           For
          COMPANY'S ARTICLES OF INCORPORATION TO PROVIDE
          THAT THE NUMBER OF DIRECTORS ON THE BOARD SHALL
          BE NO FEWER THAN SEVEN, BUT NO MORE THAN NINE.
03        TO APPROVE AN AMENDMENT TO ARTICLE V OF THE                            Management   For           For
          COMPANY'S ARTICLES OF INCORPORATION REGARDING
          DIRECTOR LIABILITY TO UPDATE THE LANGUAGE TO
          REFER TO CURRENT STATUTES.


- --------------------------------------------------------------------------------
PARK-OHIO HOLDINGS CORP.

SECURITY        700666100         MEETING TYPE   Annual
TICKER SYMBOL   PKOH              MEETING DATE   28-May-2009
ISIN            US7006661000      AGENDA         933066929 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MATTHEW V. CRAWFORD                                                            For           For
          2    A. MALACHI MIXON, III                                                          For           For
          3    RONNA ROMNEY                                                                   For           For
02        RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP                       Management   For           For
          AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
          DECEMBER 31, 2009.
03        TO APPROVE THE AMENDMENT OF THE PARK-OHIO                              Management   Abstain       Against
          HOLDINGS CORP. AMENDED AND RESTATED 1998 LONG-
          TERM INCENTIVE PLAN.


- --------------------------------------------------------------------------------
SOUTHERN UNION COMPANY

SECURITY        844030106         MEETING TYPE   Annual
TICKER SYMBOL   SUG               MEETING DATE   28-May-2009
ISIN            US8440301062      AGENDA         933067337 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEORGE L. LINDEMANN                                                            For           For
          2    MICHAL BARZUZA                                                                 For           For
          3    STEPHEN C. BEASLEY                                                             For           For
          4    DAVID BRODSKY                                                                  For           For
          5    FRANK W. DENIUS                                                                For           For
          6    MICHAEL J. EGAN                                                                For           For
          7    KURT A. GITTER, M.D.                                                           For           For
          8    HERBERT H. JACOBI                                                              For           For
          9    THOMAS N. MCCARTER, III                                                        For           For
          10   GEORGE ROUNTREE, III                                                           For           For
          11   ALLAN D. SCHERER                                                               For           For
02        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS SOUTHERN UNION'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE YEAR ENDING DECEMBER 31, 2009.
03        TO APPROVE THE ADOPTION OF SOUTHERN UNION'S                            Management   For           For
          THIRD AMENDED AND RESTATED 2003 STOCK AND
          INCENTIVE PLAN.


- --------------------------------------------------------------------------------
NARA BANCORP, INC.

SECURITY        63080P105         MEETING TYPE   Annual
TICKER SYMBOL   NARA              MEETING DATE   28-May-2009
ISIN            US63080P1057      AGENDA         933067402 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    HOWARD N. GOULD                                                                For           For
          2    MIN J. KIM                                                                     For           For
          3    CHONG-MOON LEE                                                                 For           For
          4    JESUN PAIK                                                                     For           For
          5    H.M. PARK (JOHN H PARK)                                                        For           For
          6    KI SUH PARK                                                                    For           For
          7    TERRY SCHWAKOPF                                                                For           For
          8    JAMES P. STAES                                                                 For           For
          9    SCOTT YOON-SUK WHANG                                                           For           For
02        THE RATIFICATION OF THE SELECTION OF CROWE                             Management   For           For
          HORWATH LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.
03        A NONBINDING RESOLUTION TO APPROVE EXECUTIVE                           Management   For           For
          COMPENSATION AS DESCRIBED IN THE COMPANY'S 2009
          PROXY.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            104

- --------------------------------------------------------------------------------
LAMAR ADVERTISING COMPANY

SECURITY        512815101         MEETING TYPE   Annual
TICKER SYMBOL   LAMR              MEETING DATE   28-May-2009
ISIN            US5128151017      AGENDA         933068985 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN MAXWELL HAMILTON                                                          For           For
          2    JOHN E. KOERNER, III                                                           For           For
          3    EDWARD H. MCDERMOTT                                                            For           For
          4    STEPHEN P. MUMBLOW                                                             For           For
          5    THOMAS V. REIFENHEISER                                                         For           For
          6    ANNA REILLY                                                                    For           For
          7    KEVIN P. REILLY, JR.                                                           For           For
          8    WENDELL REILLY                                                                 For           For
02        AMENDMENT AND RESTATEMENT OF THE 1996 EQUITY                           Management   For           For
          INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE
          THE NUMBER OF SHARES OF THE COMPANY'S CLASS A
          COMMON STOCK AVAILABLE FOR ISSUANCE PURSUANT TO
          AWARDS UNDER THE 1996 EQUITY INCENTIVE PLAN BY
          3,000,000 SHARES FROM 10,000,000 TO 13,000,000 SHARES.
03        APPROVAL OF THE REAFFIRMATION OF THE MATERIAL                          Management   For           For
          TERMS OF THE PERFORMANCE-BASED MEASURES
          SPECIFIED IN THE 1996 EQUITY INVENTIVE PLAN INTENDED
          TO QUALIFY FOR TAX DEDUCTIONS UNDER SECTION
          162(M) OF THE INTERNAL REVENUE CODE.
04        APPROVAL OF THE 2009 EMPLOYEE STOCK PURCHASE                           Management   For           For
          PLAN.
05        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                     Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
THE INTERPUBLIC GROUP OF COMPANIES, INC.

SECURITY        460690100         MEETING TYPE   Annual
TICKER SYMBOL   IPG               MEETING DATE   28-May-2009
ISIN            US4606901001      AGENDA         933076982 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: FRANK J. BORELLI                                 Management   For           For
1B        ELECTION OF DIRECTOR: REGINALD K. BRACK                                Management   For           For
1C        ELECTION OF DIRECTOR: JOCELYN CARTER-MILLER                            Management   For           For
1D        ELECTION OF DIRECTOR: JILL M. CONSIDINE                                Management   For           For
1E        ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN                             Management   For           For
1F        ELECTION OF DIRECTOR: MARY J. STEELE GUILFOILE                         Management   For           For
1G        ELECTION OF DIRECTOR: H. JOHN GREENIAUS                                Management   For           For
1H        ELECTION OF DIRECTOR: WILLIAM T. KERR                                  Management   For           For
1I        ELECTION OF DIRECTOR: MICHAEL I. ROTH                                  Management   For           For
1J        ELECTION OF DIRECTOR: DAVID M. THOMAS                                  Management   For           For
02        ADOPT THE INTERPUBLIC GROUP OF COMPANIES, INC.                         Management   Against       Against
          2009 PERFORMANCE INCENTIVE PLAN
03        ADOPT THE 2009 NON-MANAGEMENT DIRECTORS' STOCK                         Management   Against       Against
          INCENTIVE PLAN
04        CONFIRM THE APPOINTMENT OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009
05        SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER                            Shareholder  Against       For
          MEETINGS


- --------------------------------------------------------------------------------
CORE MOLDING TECHNOLOGIES, INC.

SECURITY        218683100         MEETING TYPE   Annual
TICKER SYMBOL   CMT               MEETING DATE   28-May-2009
ISIN            US2186831002      AGENDA         933078695 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KEVIN L. BARNETT                                                               For           For
          2    THOMAS R. CELLITTI                                                             For           For
          3    JAMES F. CROWLEY                                                               For           For
          4    RALPH O. HELLMOLD                                                              For           For
          5    MALCOLM M. PRINE                                                               For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            105

- --------------------------------------------------------------------------------
TRANSACT TECHNOLOGIES INCORPORATED

SECURITY        892918103         MEETING TYPE   Annual
TICKER SYMBOL   TACT              MEETING DATE   28-May-2009
ISIN            US8929181035      AGENDA         933079027 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHARLES A. DILL                                                                For           For
02        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM


- --------------------------------------------------------------------------------
PRIVATEBANCORP, INC.

SECURITY        742962103         MEETING TYPE   Annual
TICKER SYMBOL   PVTB              MEETING DATE   28-May-2009
ISIN            US7429621037      AGENDA         933079914 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NORMAN R. BOBINS                                                               For           For
          2    ALEJANDRO SILVA                                                                For           For
          3    JAMES C. TYREE                                                                 For           For
02        PROPOSAL TO RATIFY THE SELECTION OF ERNST &                            Management   For           For
          YOUNG LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED ACCOUNTING FIRM FOR THE YEAR ENDING
          DECEMBER 31, 2009.
03        PROPOSAL FOR AN ADVISORY (NON-BINDING) VOTE TO                         Management   For           For
          APPROVE 2008 EXECUTIVE COMPENSATION.
04        APPROVAL OF AN AMENDMENT TO THE COMPANY'S                              Management   For           For
          AMENDED AND RESTATED CERTIFICATE OF
          INCORPORATION TO ESTABLISH A CLASS OF NON-VOTING
          COMMON STOCK.
05        APPROVAL OF AN AMENDMENT TO THE COMPANY'S                              Management   For           For
          AMENDED AND RESTATED CERTIFICATE OF
          INCORPORATION THAT WOULD ALLOW HOLDERS OF THE
          COMPANY'S SERIES A JUNIOR NON-VOTING PREFERRED
          STOCK TO CONVERT THEIR SHARES INTO NON-VOTING
          COMMON STOCK.


- --------------------------------------------------------------------------------
NEXSTAR BROADCASTING GROUP, INC.

SECURITY        65336K103         MEETING TYPE   Annual
TICKER SYMBOL   NXST              MEETING DATE   28-May-2009
ISIN            US65336K1034      AGENDA         933084509 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PERRY A. SOOK                                                                  For           For
          2    BLAKE R. BATTAGLIA                                                             For           For
          3    ERIK BROOKS                                                                    For           For
          4    JAY M. GROSSMAN                                                                For           For
          5    BRENT STONE                                                                    For           For
          6    ROYCE YUDKOFF                                                                  For           For
          7    GEOFF ARMSTRONG                                                                For           For
          8    MICHAEL DONOVAN                                                                For           For
          9    I. MARTIN POMPADUR                                                             For           For
          10   LISBETH MCNABB                                                                 For           For
02        TO RATIFY THE SELECTION OF                                             Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
ALBANY INTERNATIONAL CORP.

SECURITY        012348108         MEETING TYPE   Annual
TICKER SYMBOL   AIN               MEETING DATE   29-May-2009
ISIN            US0123481089      AGENDA         933055394 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN F. CASSIDY, JR.                                                           For           For
          2    PAULA H.J. CHOLMONDELEY                                                        For           For
          3    EDGAR G. HOTARD                                                                For           For
          4    ERLAND E. KAILBOURNE                                                           For           For
          5    JOSEPH G. MORONE                                                               For           For
          6    JUHANI PAKKALA                                                                 For           For
          7    CHRISTINE L. STANDISH                                                          For           For
          8    JOHN C. STANDISH                                                               For           For
02        APPROVAL OF A NEW DIRECTORS' ANNUAL RETAINER                           Management   For           For
          PLAN.
03        RATIFICATION OF THE SELECTION OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          AUDITOR.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            106

- --------------------------------------------------------------------------------
SUPERIOR INDUSTRIES INTERNATIONAL, INC.

SECURITY        868168105         MEETING TYPE   Annual
TICKER SYMBOL   SUP               MEETING DATE   29-May-2009
ISIN            US8681681057      AGENDA         933058302 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHILIP W. COLBURN                                                              For           For
          2    MARGARET S. DANO                                                               For           For
02        APPROVAL OF BYLAW AMENDMENT TO REDUCE BOARD                            Management   For           For
          SIZE.
03        APPROVAL OF SHAREHOLDER PROPOSAL TO CHANGE                             Shareholder  Against       For
          VOTING STANDARD FOR DIRECTOR ELECTIONS.


- --------------------------------------------------------------------------------
CHEMED CORPORATION

SECURITY        16359R103         MEETING TYPE   Contested-Annual
TICKER SYMBOL   CHE               MEETING DATE   29-May-2009
ISIN            US16359R1032      AGENDA         933070017 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KEVIN J. MCNAMARA                                                              For           For
          2    JOEL F. GEMUNDER                                                               For           For
          3    PATRICK P. GRACE                                                               For           For
          4    THOMAS C. HUTTON                                                               For           For
          5    WALTER L. KREBS                                                                For           For
          6    ANDREA R. LINDELL                                                              For           For
          7    ERNEST J. MROZEK                                                               For           For
          8    THOMAS P. RICE                                                                 For           For
          9    DONALD E. SAUNDERS                                                             For           For
          10   GEORGE J. WALSH III                                                            For           For
          11   FRANK E. WOOD                                                                  For           For
02        RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF                         Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
WATSCO, INC.

SECURITY        942622101         MEETING TYPE   Annual
TICKER SYMBOL   WSOB              MEETING DATE   29-May-2009
ISIN            US9426221019      AGENDA         933086957 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    FREDERICK H. JOSEPH*                                                           For           For
          2    CESAR L. ALVAREZ**                                                             For           For
          3    ALBERT H. NAHMAD**                                                             For           For
02        TO APPROVE, ADOPT AND RATIFY THE COMPANY'S                             Management   For           For
          AMENDED AND RESTATED 2001 INCENTIVE
          COMPENSATION PLAN.
03        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   For           For
          AMENDED AND RESTATED ARTICLES OF INCORPORATION
          TO PROVIDE THAT VACANCIES FILLED BY THE BOARD OF
          DIRECTORS BE SUBJECT TO REELECTION AT THE NEXT
          ANNUAL MEETING OF SHAREHOLDERS.
04        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   Against       Against
          AMENDED AND RESTATED ARTICLES OF INCORPORATION
          TO AUTHORIZE THE ISSUANCE OF UP TO 10,000,000
          SHARES OF PREFERRED STOCK.


- --------------------------------------------------------------------------------
YOUBET.COM, INC.

SECURITY        987413101         MEETING TYPE   Annual
TICKER SYMBOL   UBET              MEETING DATE   01-Jun-2009
ISIN            US9874131017      AGENDA         933082581 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GARY ADELSON                                                                   For           For
          2    RAYMOND C. ANDERSON                                                            For           For
          3    MICHAEL BRODSKY                                                                For           For
          4    JAMES EDGAR                                                                    For           For
          5    DAVID GOLDBERG                                                                 For           For
          6    F. JACK LIEBAU                                                                 For           For
          7    MICHAEL D. SANDS                                                               For           For
          8    MICHAEL SOENEN                                                                 For           For
02        TO APPROVE AN AMENDMENT TO THE COMPANY'S                               Management   For           For
          CERTIFICATE OF INCORPORATION TO RESTRICT CERTAIN
          TRANSFERS OF THE COMPANY'S COMMON STOCK IN
          ORDER TO PRESERVE THE TAX TREATMENT OF THE
          COMPANY'S NET OPERATING LOSSES.
03        TO APPROVE THE BOARD OF DIRECTORS' DECISION TO                         Management   Against       Against
          ADOPT AND IMPLEMENT A STOCKHOLDER RIGHTS PLAN
          DESIGNED TO PRESERVE THE TAX TREATMENT OF THE
          COMPANY'S NET OPERATING LOSSES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            107

- --------------------------------------------------------------------------------
DYNASTY FINE WINES GROUP LTD

SECURITY        G2950W108         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   DYFWF.PK          MEETING DATE   02-Jun-2009
ISIN            KYG2950W1087      AGENDA         701929385 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                           Non-Voting
          VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
          THANK YOU.
1.        Receive the audited consolidated financial statements of the           Management   For           For
          Company and its subsidiaries and the reports of the Directors and
          the Auditors for the YE 31 DEC 2008
2.        Declare a final dividend for the YE 31 DEC 2008                        Management   For           For
3.a       Re-elect Mr. Gao Feng as a Director                                    Management   For           For
3.b       Re-elect Mr. Zheng Daoquan as a Director                               Management   For           For
3.c       Re-elect Mr. Jean-Marie Laborde as a Director                          Management   For           For
3.d       Re-elect Mr. Robert Luc as a Director                                  Management   For           For
3.e       Re-elect Dr. Hui Ho Ming, Herbert as a Director                        Management   For           For
4.        Authorize the Board of Directors to fix their remuneration of the      Management   For           For
          Directors
5.        Re-appoint the Company's Auditors and authorize the Board of           Management   For           For
          Directors to fix their remuneration
6.        Authorize the Directors of the Company to allot, issue and deal        Management   For           For
          with additional shares of HKD 0.10 each in the capital of the
          Company [Shares] or securities convertible into Shares, or
          options, warrants or similar rights to subscribe for Shares or such
          convertible securities, and to make or grant offers, agreements
          and options [including bonds, warrants and debentures convertible
          into Shares of the Company] during and after the end of the
          relevant period, not exceeding 20% of the aggregate nominal
          amount of the ordinary issued share capital of the Company as at
          the date of passing this resolution and the said approval shall be
          limited accordingly; otherwise than pursuant to i) a rights issue [as
          specified]; or ii) an issue of Shares upon the exercise of any
          option granted under any share option scheme or similar
          arrangement for the time being adopted for the grant or issue of
          Shares of rights to acquire Shares; or iii) an issue of Shares upon
          the exercise of the subscription or conversion rights under the
          ter
7.        Authorize the Directors of the Company during the relevant period      Management   For           For
          to repurchase ordinary issued shares of the Company of HKD
          0.10 [Shares] each on The Stock Exchange of Hong Kong Limited
          [the Stock Exchange] or any other stock exchange on which the
          Shares may be listed and recognized by the Securities and
          Futures Commission of Hong Kong and the Stock Exchange this
          purpose, subject to and in accordance with all applicable laws and
          requirements of the Rules Governing the Listing of Securities on
          the Stock Exchange as amended from time to time, not exceeding
          10% of the aggregate nominal amount of the ordinary issued
          share capital of the Company as at the date of this resolution and
          the said approval shall be limited accordingly; [Authority expires
          the earliest of the conclusion of the AGM of the Company or the
          expiration of the period within which the next AGM of the
          Company is required by the Articles of Association of the
          Company or any applicable laws to held]
8.        Approve, subject to the passing of Resolutions 6 and 7 as              Management   For           For
          specified, to extend the general mandate granted to the Directors
          to allot, issue and otherwise deal with shares of the Company
          [Shares] pursuant to Resolution 6 as specified, by the addition
          thereto of an amount representing the aggregate nominal amount
          of Shares in the capital of the Company repurchased by the
          Company pursuant to Resolution 7 as specified, provided that
          such amount of Shares so repurchased does not exceed 10% of
          the aggregate nominal amount of the issued share capital of the
          Company as at the date of passing this resolution


- --------------------------------------------------------------------------------
THE BOSTON BEER COMPANY, INC.

SECURITY        100557107         MEETING TYPE   Annual
TICKER SYMBOL   SAM               MEETING DATE   02-Jun-2009
ISIN            US1005571070      AGENDA         933060143 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID A. BURWICK                                                               For           For
          2    PEARSON C. CUMMIN, III                                                         For           For
          3    JEAN-MICHEL VALETTE                                                            For           For


- --------------------------------------------------------------------------------
THE DIRECTV GROUP, INC.

SECURITY        25459L106         MEETING TYPE   Annual
TICKER SYMBOL   DTV               MEETING DATE   02-Jun-2009
ISIN            US25459L1061      AGENDA         933062123 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CHASE CAREY                                                                    For           For
          2    MARK CARLETON                                                                  For           For
          3    PETER LUND                                                                     For           For
          4    HAIM SABAN                                                                     For           For
02        RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC                      Management   For           For
          ACCOUNTANTS.
03        ADOPTION OF PRINCIPLES FOR HEALTHCARE REFORM.                          Shareholder  Against       For
04        ADOPTION OF THE DECLASSIFICATION OF THE BOARD OF                       Shareholder  Against       For
          DIRECTORS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            108

- --------------------------------------------------------------------------------
EXPEDIA, INC.

SECURITY        30212P105         MEETING TYPE   Annual
TICKER SYMBOL   EXPE              MEETING DATE   02-Jun-2009
ISIN            US30212P1057      AGENDA         933062832 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    A. GEORGE "SKIP" BATTLE                                                        For           For
          2    BARRY DILLER                                                                   For           For
          3    JONATHAN L. DOLGEN                                                             For           For
          4    WILLIAM R. FITZGERALD                                                          For           For
          5    CRAIG A. JACOBSON                                                              For           For
          6    VICTOR A. KAUFMAN                                                              For           For
          7    PETER M. KERN                                                                  For           For
          8    DARA KHOSROWSHAHI                                                              For           For
          9    JOHN C. MALONE                                                                 For           For
          10   JOSE A. TAZON                                                                  For           For
02        APPROVAL OF AN AMENDMENT TO THE AMENDED AND                            Management   Against       Against
          RESTATED EXPEDIA, INC. 2005 STOCK AND ANNUAL
          INCENTIVE PLAN TO INCREASE THE NUMBER SHARES OF
          EXPEDIA COMMON STOCK AUTHORIZED FOR ISSUANCE
          THEREUNDER BY 26,000,000.
03        RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                       Management   For           For
          LLP AS EXPEDIA'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
          2009.


- --------------------------------------------------------------------------------
NORTHWEST PIPE COMPANY

SECURITY        667746101         MEETING TYPE   Annual
TICKER SYMBOL   NWPX              MEETING DATE   02-Jun-2009
ISIN            US6677461013      AGENDA         933076968 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    BRIAN W. DUNHAM                                                                For           For
          2    RICHARD A. ROMAN                                                               For           For


- --------------------------------------------------------------------------------
MDC PARTNERS INC.

SECURITY        552697104         MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   MDCA              MEETING DATE   02-Jun-2009
ISIN            CA5526971042      AGENDA         933079281 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MILES S. NADAL                                                                 For           For
          2    ROBERT J. KAMERSCHEN                                                           For           For
          3    CLARE COPELAND                                                                 For           For
          4    THOMAS N. DAVIDSON                                                             For           For
          5    SCOTT L. KAUFFMAN                                                              For           For
          6    MICHAEL J.L. KIRBY                                                             For           For
          7    STEPHEN M. PUSTIL                                                              For           For
02        A RESOLUTION APPOINTING BDO SEIDMAN, LLP TO ACT AS                     Management   For           For
          AUDITORS OF MDC PARTNERS AND TO AUTHORIZE THE
          DIRECTORS TO FIX THEIR REMUNERATION.
03        A RESOLUTION APPROVING THE PROPOSED AMENDMENTS                         Management   Against       Against
          TO THE COMPANY'S 2005 STOCK INCENTIVE PLAN.
04        A RESOLUTION APPROVING THE PROPOSED AMENDMENT                          Management   For           For
          TO THE COMPANY'S SARS PLAN.


- --------------------------------------------------------------------------------
IMAX CORPORATION

SECURITY        45245E109         MEETING TYPE   Annual
TICKER SYMBOL   IMAX              MEETING DATE   03-Jun-2009
ISIN            CA45245E1097      AGENDA         933056738 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    NEIL S. BRAUN                                                                  For           For
          2    KENNETH G. COPLAND                                                             For           For
          3    GARTH M. GIRVAN                                                                For           For
02        IN RESPECT OF THE APPOINTMENT OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE
          COMPANY AND AUTHORIZING THE DIRECTORS TO FIX
          THEIR REMUNERATION. NOTE: VOTING WITHHOLD IS THE
          EQUIVALENT TO VOTING ABSTAIN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            109

- --------------------------------------------------------------------------------
MET-PRO CORPORATION

SECURITY        590876306         MEETING TYPE   Annual
TICKER SYMBOL   MPR               MEETING DATE   03-Jun-2009
ISIN            US5908763064      AGENDA         933058580 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GEORGE H. GLATFELTER II                                                        For           For
          2    GARY J. MORGAN                                                                 For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF MARGOLIS &                       Management   For           For
          COMPANY P.C. AS INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS


- --------------------------------------------------------------------------------
ATC TECHNOLOGY CORPORATION

SECURITY        00211W104         MEETING TYPE   Annual
TICKER SYMBOL   ATAC              MEETING DATE   03-Jun-2009
ISIN            US00211W1045      AGENDA         933064761 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT L. EVANS                                                                For           For
          2    CURTLAND E. FIELDS                                                             For           For
          3    DR. MICHAEL J. HARTNETT                                                        For           For
          4    MICHAEL D. JORDAN                                                              For           For
          5    TODD R. PETERS                                                                 For           For
          6    S. LAWRENCE PRENDERGAST                                                        For           For
          7    EDWARD STEWART                                                                 For           For
02        APPROVAL OF AMENDED AND RESTATED 2006 STOCK                            Management   Against       Against
          INCENTIVE PLAN.


- --------------------------------------------------------------------------------
SALEM COMMUNICATIONS CORPORATION

SECURITY        794093104         MEETING TYPE   Annual
TICKER SYMBOL   SALM              MEETING DATE   03-Jun-2009
ISIN            US7940931048      AGENDA         933067731 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: STUART W. EPPERSON                               Management   For           For
1B        ELECTION OF DIRECTOR: EDWARD G. ATSINGER III                           Management   For           For
1C        ELECTION OF DIRECTOR: DAVID DAVENPORT                                  Management   For           For
1D        ELECTION OF DIRECTOR: ROLAND S. HINZ                                   Management   For           For
1E        ELECTION OF DIRECTOR: PAUL PRESSLER                                    Management   For           For
1F        ELECTION OF DIRECTOR: RICHARD A. RIDDLE                                Management   For           For
1G        ELECTION OF DIRECTOR: DENNIS M. WEINBERG                               Management   For           For
02        TO APPROVE THE AMENDMENT OF SALEM'S AMENDED AND                        Management   For           For
          RESTATED 1999 STOCK INCENTIVE PLAN (THE "PLAN") TO
          EXTEND THE EXPIRATION DATE OF THE PLAN FOR A
          PERIOD OF TEN (10) YEARS FROM MAY 25, 2009, THROUGH
          MAY 25, 2019.
03        TO RE-APPROVE MATERIAL TERMS OF THE PERFORMANCE                        Management   For           For
          CRITERIA OF THE PLAN.


- --------------------------------------------------------------------------------
SPANISH BROADCASTING SYSTEM, INC.

SECURITY        846425882         MEETING TYPE   Annual
TICKER SYMBOL   SBSA              MEETING DATE   03-Jun-2009
ISIN            US8464258826      AGENDA         933068492 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RAUL ALARCON, JR.                                                              For           For
          2    JOSEPH A. GARCIA                                                               For           For
          3    ANTONIO S. FERNANDEZ                                                           For           For
          4    JOSE A. VILLAMIL                                                               For           For
          5    MITCHELL A. YELEN                                                              For           For
          6    JASON L. SHRINSKY                                                              For           For


- --------------------------------------------------------------------------------
URANIUM RESOURCES, INC.

SECURITY        916901507         MEETING TYPE   Annual
TICKER SYMBOL   URRE              MEETING DATE   03-Jun-2009
ISIN            US9169015073      AGENDA         933070194 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PAUL K. WILLMOTT                                                               For           For
          2    DAVID N. CLARK                                                                 For           For
          3    LELAND O. ERDAHL                                                               For           For
          4    TERENCE J. CRYAN                                                               For           For
          5    MARVIN K. KAISER                                                               For           For
02        RATIFICATION OF THE AMENDED AND RESTATED                               Management   For           For
          DIRECTORS' STOCK OPTION AND RESTRICTED STOCK
          PLAN. PROPOSAL TO RATIFY THE AMENDED AND
          RESTATED DIRECTORS' STOCK OPTION AND RESTRICTED
          STOCK PLAN.
03        RATIFICATION OF HEIN & ASSOCIATES, LLP. PROPOSAL TO                    Management   For           For
          RATIFY THE SELECTION OF HEIN & ASSOCIATES, LLP,
          INDEPENDENT ACCOUNTANTS, AS THE INDEPENDENT
          AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
          ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            110

- --------------------------------------------------------------------------------
ROPER INDUSTRIES, INC.

SECURITY        776696106         MEETING TYPE   Annual
TICKER SYMBOL   ROP               MEETING DATE   03-Jun-2009
ISIN            US7766961061      AGENDA         933071235 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ROBERT D. JOHNSON                                                              For           For
          2    ROBERT E. KNOWLING, JR.                                                        For           For
          3    WILBUR J. PREZZANO                                                             For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED ACCOUNTING FIRM OF THE COMPANY.


- --------------------------------------------------------------------------------
PENN NATIONAL GAMING, INC.

SECURITY        707569109         MEETING TYPE   Annual
TICKER SYMBOL   PENN              MEETING DATE   03-Jun-2009
ISIN            US7075691094      AGENDA         933079952 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID A. HANDLER                                                               For           For
          2    JOHN M. JACQUEMIN                                                              For           For
02        RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S                     Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2009.


- --------------------------------------------------------------------------------
ATLANTIC TELE-NETWORK, INC.

SECURITY        049079205         MEETING TYPE   Annual
TICKER SYMBOL   ATNI              MEETING DATE   03-Jun-2009
ISIN            US0490792050      AGENDA         933080664 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARTIN L. BUDD                                                                 For           For
          2    THOMAS V. CUNNINGHAM                                                           For           For
          3    CORNELIUS B. PRIOR, JR.                                                        For           For
          4    MICHAEL T. PRIOR                                                               For           For
          5    CHARLES J. ROESSLEIN                                                           For           For
          6    BRIAN A. SCHUCHMAN                                                             For           For
          7    HENRY U. WHEATLEY                                                              For           For
02        RATIFICATION OF THE SELECTION OF                                       Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          AUDITORS FOR 2009.


- --------------------------------------------------------------------------------
SL INDUSTRIES, INC.

SECURITY        784413106         MEETING TYPE   Annual
TICKER SYMBOL   SLI               MEETING DATE   03-Jun-2009
ISIN            US7844131067      AGENDA         933082769 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    GLEN M. KASSAN                                                                 For           For
          2    J. DWANE BAUMGARDNER                                                           For           For
          3    JAMES R. HENDERSON                                                             For           For
          4    JOHN H. MCNAMARA, JR.                                                          For           For
          5    MARK E. SCHWARZ                                                                For           For
          6    AVRUM GRAY                                                                     For           For
          7    JAMES A. RISHER                                                                For           For
02        RATIFICATION OF THE APPOINTMENT OF GRANT                               Management   For           For
          THORNTON LLP AS THE INDEPENDENT PUBLIC
          ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
          ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WEBMEDIABRANDS INC

SECURITY        94770W100         MEETING TYPE   Annual
TICKER SYMBOL   WEBM              MEETING DATE   03-Jun-2009
ISIN            US94770W1009      AGENDA         933082795 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALAN M. MECKLER                                                                For           For
          2    MICHAEL J. DAVIES                                                              For           For
          3    GILBERT F. BACH                                                                For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            111


                                                                                                
          4    WILLIAM A. SHUTZER                                                             For           For
          5    JOHN R. PATRICK                                                                For           For
02        APPROVAL OF GRANT THORTON LLP, INDEPENDENT                             Management   For           For
          REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR
          INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
SINCLAIR BROADCAST GROUP, INC.

SECURITY        829226109         MEETING TYPE   Annual
TICKER SYMBOL   SBGI              MEETING DATE   04-Jun-2009
ISIN            US8292261091      AGENDA         933055445 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID D. SMITH                                                                 For           For
          2    FREDERICK G. SMITH                                                             For           For
          3    J. DUNCAN SMITH                                                                For           For
          4    ROBERT E. SMITH                                                                For           For
          5    DANIEL C. KEITH                                                                For           For
          6    MARTIN R. LEADER                                                               For           For
          7    LAWRENCE E. MCCANNA                                                            For           For
          8    BASIL A. THOMAS                                                                For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS, LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
          ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
REVLON, INC.

SECURITY        761525609         MEETING TYPE   Annual
TICKER SYMBOL   REV               MEETING DATE   04-Jun-2009
ISIN            US7615256093      AGENDA         933063973 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD O. PERELMAN                                                             For           For
          2    ALAN S. BERNIKOW                                                               For           For
          3    PAUL J. BOHAN                                                                  For           For
          4    ALAN T. ENNIS                                                                  For           For
          5    MEYER FELDBERG                                                                 For           For
          6    ANN D. JORDAN                                                                  For           For
          7    DAVID L. KENNEDY                                                               For           For
          8    DEBRA L. LEE                                                                   For           For
          9    TAMARA MELLON                                                                  For           For
          10   BARRY F. SCHWARTZ                                                              For           For
          11   KATHI P. SEIFERT                                                               For           For
          12   KENNETH L. WOLFE                                                               For           For
02        PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS                        Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
TOREADOR RESOURCES CORPORATION

SECURITY        891050106         MEETING TYPE   Annual
TICKER SYMBOL   TRGL              MEETING DATE   04-Jun-2009
ISIN            US8910501068      AGENDA         933071259 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JULIEN BALKANY                                                                 For           For
          2    NICHOLAS GAY                                                                   For           For
          3    PETER J. HILL                                                                  For           For
          4    ADAM KROLOFF                                                                   For           For
          5    CRAIG M. MCKENZIE                                                              For           For
          6    IAN VANN                                                                       For           For
          7    H.C. WILLIAMSON III                                                            For           For
02        RATIFICATION OF THE SELECTION OF GRANT THORNTON,                       Management   For           For
          LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2009.


- --------------------------------------------------------------------------------
JARDEN CORPORATION

SECURITY        471109108         MEETING TYPE   Annual
TICKER SYMBOL   JAH               MEETING DATE   04-Jun-2009
ISIN            US4711091086      AGENDA         933071716 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARTIN E. FRANKLIN                                                             For           For
          2    RENE-PIERRE AZRIA                                                              For           For
          3    MICHAEL S. GROSS                                                               For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            112


                                                                                                
02        PROPOSAL TO APPROVE AND ADOPT THE JARDEN                               Management   Against       Against
          CORPORATION 2009 STOCK INCENTIVE PLAN.
03        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS JARDEN
          CORPORATION'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
          2009.


- --------------------------------------------------------------------------------
CANTERBURY PARK HOLDING CORPORATION

SECURITY        13811E101         MEETING TYPE   Annual
TICKER SYMBOL   CPHC              MEETING DATE   04-Jun-2009
ISIN            US13811E1010      AGENDA         933075081 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PATRICK R. CRUZEN                                                              For           For
          2    BURTON F. DAHLBERG                                                             For           For
          3    CARIN J. OFFERMAN                                                              For           For
          4    CURTIS A. SAMPSON                                                              For           For
          5    RANDALL D. SAMPSON                                                             For           For
          6    DALE H. SCHENIAN                                                               For           For


- --------------------------------------------------------------------------------
ORIENT-EXPRESS HOTELS LTD.

SECURITY        G67743107         MEETING TYPE   Annual
TICKER SYMBOL   OEH               MEETING DATE   05-Jun-2009
ISIN            BMG677431071      AGENDA         933059669 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN D. CAMPBELL                                                               For           For
          2    MITCHELL C. HOCHBERG                                                           For           For
          3    JAMES B. HURLOCK                                                               For           For
          4    PRUDENCE M. LEITH                                                              For           For
          5    J. ROBERT LOVEJOY                                                              For           For
          6    GEORG R. RAFAEL                                                                For           For
          7    JAMES B. SHERWOOD                                                              For           For
          8    PAUL M. WHITE                                                                  For           For
02        APPROVAL OF THE COMPANY'S 2009 SHARE AWARD AND                         Management   For           For
          INCENTIVE PLAN
03        APPOINTMENT OF DELOITTE LLP AS THE COMPANY'S                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
          AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX
          THE ACCOUNTING FIRM'S REMUNERATION


- --------------------------------------------------------------------------------
FLOWERS FOODS, INC.

SECURITY        343498101         MEETING TYPE   Annual
TICKER SYMBOL   FLO               MEETING DATE   05-Jun-2009
ISIN            US3434981011      AGENDA         933067147 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOE E. BEVERLY                                                                 For           For
          2    AMOS R. MCMULLIAN                                                              For           For
          3    J.V. SHIELDS, JR.                                                              For           For
02        TO APPROVE THE 2001 EQUITY AND PERFORMANCE                             Management   Against       Against
          INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF
          APRIL 1, 2009.
03        TO APPROVE THE ANNUAL EXECUTIVE BONUS PLAN.                            Management   For           For
04        TO RATIFY THE APPOINTMENT OF                                           Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS
          FOODS, INC. FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
ANIKA THERAPEUTICS, INC.

SECURITY        035255108         MEETING TYPE   Annual
TICKER SYMBOL   ANIK              MEETING DATE   05-Jun-2009
ISIN            US0352551081      AGENDA         933078277 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH L. BOWER                                                                For           For
          2    EUGENE A. DAVIDSON, PHD                                                        For           For
02        PROPOSAL TO APPROVE THE AMENDED AND RESTATED                           Management   Against       Against
          2003 STOCK OPTION AND INCENTIVE PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            113

- --------------------------------------------------------------------------------
CRUCELL N.V.

SECURITY        228769105         MEETING TYPE   Annual
TICKER SYMBOL   CRXL              MEETING DATE   05-Jun-2009
ISIN            US2287691057      AGENDA         933091718 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
3A        PROPOSAL TO MAINTAIN THE USE OF THE ENGLISH                            Management   For           For
          LANGUAGE FOR THE ANNUAL ACCOUNTS OF THE
          COMPANY.
3B        PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE                          Management   For           For
          FINANCIAL YEAR 2008 THAT ENDED 31 DECEMBER 2008.
5A        TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF                          Management   For           For
          BOARD FOR THEIR MANAGEMENT, INSOFAR AS EXERCISE
          OF THEIR DUTIES IS REFLECTED.
5B        TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF                          Management   For           For
          BOARD FOR THEIR SUPERVISION, INSOFAR AS EXERCISE
          OF SUCH DUTIES IS REFLECTED.
06        PROPOSAL TO REAPPOINT DELOITTE ACCOUNTS B.V. AS                        Management   For           For
          THE EXTERNAL AUDITOR OF THE COMPANY.
7A        RESIGNATION OF PHILIP SATOW AS MEMBER OF THE                           Management   For           For
          SUPERVISORY BOARD AND PROPOSAL TO GRANT
          DISCHARGE TO HIM.
7B        RESIGNATION OF ARNOLD HOEVENAARS AS MEMBER OF                          Management   For           For
          THE SUPERVISORY BOARD AND PROPOSAL TO GRANT
          DISCHARGE TO HIM.
8A        TO REAPPOINT PHILIP SATOW AS MEMBER OF                                 Management   For           For
          SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH THE
          NOMINATION DRAWN UP BY SUPERVISORY BOARD.
8B        REAPPOINT ARNOLD HOEVENAARS AS MEMBER OF                               Management   For           For
          SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH
          NOMINATION DRAWN UP BY SUPERVISORY BOARD.
8C        TO APPOINT FLORIS WALLER AS MEMBER OF                                  Management   For           For
          SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH THE
          NOMINATION DRAWN UP BY SUPERVISORY BOARD.
09        TO EXTEND THE AUTHORITY OF THE BOARD OF                                Management   For           For
          MANAGEMENT TO REPURCHASE SHARES IN THE
          COMPANY'S SHARE CAPITAL FOR A PERIOD OF 18
          MONTHS.
10A       TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS                       Management   For           For
          AUTHORIZED TO ISSUE SHARES AND TO GRANT RIGHTS TO
          SUBSCRIBE FOR SHARES.
10B       TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS                       Management   For           For
          AUTHORIZED TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS
          WHEN SHARES ARE ISSUED.
11        AMEND ARTICLES OF ASSOCIATION IN CONNECTION WITH                       Management   For           For
          NEW LEGISLATION FROM EUROPEAN TRANSPARENCY
          DIRECTIVE AND A LEGISLATIVE CHANGE.


- --------------------------------------------------------------------------------
KBW, INC.

SECURITY        482423100         MEETING TYPE   Annual
TICKER SYMBOL   KBW               MEETING DATE   09-Jun-2009
ISIN            US4824231009      AGENDA         933073431 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN G. DUFFY                                                                  For           For
          2    DANIEL M. HEALY                                                                For           For
          3    MICHAEL J. ZIMMERMAN                                                           For           For
02        APPROVAL OF THE KBW, INC. 2009 INCENTIVE                               Management   Against       Against
          COMPENSATION PLAN.
03        RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS                         Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
BIG 5 SPORTING GOODS CORPORATION

SECURITY        08915P101         MEETING TYPE   Annual
TICKER SYMBOL   BGFV              MEETING DATE   09-Jun-2009
ISIN            US08915P1012      AGENDA         933080955 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G. MICHAEL BROWN                                                               For           For
          2    DAVID R. JESSICK                                                               For           For
02        RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                       Management   For           For
          LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
SORL AUTO PARTS, INC.

SECURITY        78461U101         MEETING TYPE   Annual
TICKER SYMBOL   SORL              MEETING DATE   10-Jun-2009
ISIN            US78461U1016      AGENDA         933070219 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    XIAO PING ZHANG                                                                For           For
          2    XIAO FENG ZHANG                                                                For           For
          3    JUNG KANG CHANG                                                                For           For
          4    LI MIN ZHANG                                                                   For           For
          5    ZHI ZHONG WANG                                                                 For           For
          6    YI GUANG HUO                                                                   For           For
          7    JIANG HUA FENG                                                                 For           For
02        TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF                          Management   For           For
          INCORPORATION TO DELETE AN ANTI-TAKEOVER
          PROVISION.
03        TO APPROVE AN AMENDED AND RESTATED CERTIFICATE                         Management   For           For
          OF INCORPORATION.
04        TO RATIFY THE APPOINTMENT OF ROTENBERG & CO., LLP                      Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            114

- --------------------------------------------------------------------------------
ZYMOGENETICS, INC.

SECURITY        98985T109         MEETING TYPE   Annual
TICKER SYMBOL   ZGEN              MEETING DATE   10-Jun-2009
ISIN            US98985T1097      AGENDA         933071540 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DAVID I. HIRSH, PH.D.                                                          For           For
          2    DAVID H. MACCALLUM                                                             For           For
          3    KURT ANKER NIELSEN                                                             For           For
          4    DOUGLAS WILLIAMS, PH.D.                                                        For           For
02        VOTE TO RATIFY THE APPOINTMENT OF                                      Management   For           For
          PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
          REGISTERED PUBLIC ACCOUNTANTS, TO ACT AS OUR
          INDEPENDENT AUDITORS FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
EDGEWATER TECHNOLOGY, INC.

SECURITY        280358102         MEETING TYPE   Annual
TICKER SYMBOL   EDGW              MEETING DATE   10-Jun-2009
ISIN            US2803581022      AGENDA         933072390 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SHIRLEY SINGLETON                                                              For           For
          2    WAYNE WILSON                                                                   For           For
          3    PAUL E. FLYNN                                                                  For           For
          4    PAUL GUZZI                                                                     For           For
          5    NANCY L. LEAMING                                                               For           For
          6    MICHAEL R. LOEB                                                                For           For
          7    BARRY B. WHITE                                                                 For           For
02        THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &                      Management   For           For
          TOUCHE LLP BY THE AUDIT COMMITTEE OF THE BOARD OF
          DIRECTORS AND THE BOARD OF DIRECTORS AS
          INDEPENDENT ACCOUNTANTS TO AUDIT THE ACCOUNTS
          OF EDGEWATER FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.
03        SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE                        Management   For           For
          THE MEETING OR ANY ADJOURNMENT THEREOF.


- --------------------------------------------------------------------------------
LAS VEGAS SANDS CORP.

SECURITY        517834107         MEETING TYPE   Annual
TICKER SYMBOL   LVS               MEETING DATE   10-Jun-2009
ISIN            US5178341070      AGENDA         933073633 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MICHAEL A. LEVEN                                                               For           For
          2    JASON N. ADER                                                                  For           For
          3    JEFFREY H. SCHWARTZ                                                            For           For
02        TO CONSIDER AND ACT UPON THE RATIFICATION OF THE                       Management   For           For
          SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.
03        TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL                        Shareholder  Against       For
          REGARDING SUSTAINABILITY REPORT.


- --------------------------------------------------------------------------------
INTERVAL LEISURE GROUP INC

SECURITY        46113M108         MEETING TYPE   Annual
TICKER SYMBOL   IILG              MEETING DATE   10-Jun-2009
ISIN            US46113M1080      AGENDA         933074041 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CRAIG M. NASH                                                                  For           For
          2    GREGORY R. BLATT                                                               For           For
          3    DAVID FLOWERS                                                                  For           For
          4    GARY S. HOWARD                                                                 For           For
          5    LEWIS J. KORMAN                                                                For           For
          6    THOMAS J. KUHN                                                                 For           For
          7    THOMAS J. MCINERNEY                                                            For           For
          8    THOMAS P. MURPHY, JR.                                                          For           For
          9    AVY H. STEIN                                                                   For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL
          YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            115

- --------------------------------------------------------------------------------
OPKO HEALTH INC

SECURITY        68375N103         MEETING TYPE   Annual
TICKER SYMBOL   OPK               MEETING DATE   10-Jun-2009
ISIN            US68375N1037      AGENDA         933080575 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PHILLIP FROST, M.D.                                                            For           For
          2    JANE H. HSIAO, PH.D.                                                           For           For
          3    STEVEN D. RUBIN                                                                For           For
          4    ROBERT A. BARON                                                                For           For
          5    THOMAS E. BEIER                                                                For           For
          6    P.J. GOLDSCHMIDT, M.D.                                                         For           For
          7    RICHARD A. LERNER, M.D.                                                        For           For
          8    JOHN A. PAGANELLI                                                              For           For
          9    R.C. PFENNIGER, JR.                                                            For           For
          10   A. LIN-TSING YU, MD PHD                                                        For           For


- --------------------------------------------------------------------------------
PENWEST PHARMACEUTICALS CO.

SECURITY        709754105         MEETING TYPE   Contested-Annual
TICKER SYMBOL   PPCO              MEETING DATE   10-Jun-2009
ISIN            US7097541053      AGENDA         933086969 - Opposition



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KEVIN C. TANG                                                                  For           *
          2    JOSEPH EDELMAN                                                                 For           *
          3    ANDREW D LEVIN M.D,PH.D                                                        Withheld      *
02        TO APPROVE THE PROPOSED AMENDMENT TO THE                               Management   Against       *
          COMPANY'S BYLAWS TO SET THE DATE OF ALL FUTURE
          ANNUAL MEETINGS OF SHAREHOLDERS ON APRIL 30TH OR
          THE FOLLOWING BUSINESS DAY.
3A        TO APPROVE THE PROPOSED AMENDMENT TO THE                               Management   Against       *
          COMPANY'S BYLAWS TO REQUIRE THE APPROVAL OF 75%
          OF THE DIRECTORS IN OFFICE TO VARIOUS SPECIFIED
          ACTIONS.
3B        TO APPROVE THE PROPOSED AMENDMENT TO THE                               Management   Against       *
          COMPANY'S BYLAWS TO REQUIRE THE APPROVAL OF 81%
          OF THE DIRECTORS IN OFFICE TO VARIOUS SPECIFIED
          ACTIONS.
04        TO APPROVE THE SHAREHOLDER RESOLUTION.                                 Management   Against       *
05        TO RATIFY THE APPOINTMENT OF ERNST AND YOUNG LLP                       Management   For           *
          AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
          COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2009.
06        TO APPROVE THE PROPOSED AMENDMENT TO THE                               Management   For           *
          COMPANY'S 1997 EMPLOYEE STOCK PURCHASE PLAN.


*    MANAGEMENT POSITION UNKNOWN

- --------------------------------------------------------------------------------
VIMPEL-COMMUNICATIONS

SECURITY        68370R109         MEETING TYPE   Annual
TICKER SYMBOL   VIP               MEETING DATE   10-Jun-2009
ISIN            US68370R1095      AGENDA         933089232 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        TO APPROVE THE 2008 VIMPELCOM ANNUAL REPORT                            Management   For           For
          PREPARED IN ACCORDANCE WITH RUSSIAN LAW.
02        TO APPROVE VIMPELCOM'S 2008 UNCONSOLIDATED                             Management   For           For
          ACCOUNTING STATEMENTS, INCLUDING PROFIT AND LOSS
          STATEMENT FOR 2008 (PREPARED IN ACCORDANCE WITH
          RUSSIAN STATUTORY ACCOUNTING PRINCIPLES) AUDITED
          BY ROSEXPERTIZA LLC.
03        NOT TO PAY ANNUAL DIVIDENDS TO HOLDERS OF                              Management   For           For
          COMMON REGISTERED SHARES BASED ON 2008 FINANCIAL
          YEAR RESULTS; AND TO PAY IN CASH ANNUAL DIVIDENDS
          TO HOLDERS OF PREFERRED REGISTERED SHARES OF
          TYPE "A" BASED ON 2008 RESULTS IN THE AMOUNT OF 0.1
          KOPECK PER PREFERRED SHARE WITHIN 60 DAYS FROM
          THE DATE OF THE ADOPTION OF THIS DECISION; AND TO
          INVEST THE REMAINING PROFITS RESULTING FROM 2008
          OPERATING RESULTS INTO THE BUSINESS.
05        TO ELECT THE FOLLOWING INDIVIDUALS TO THE AUDIT                        Management   For           For
          COMMISSION: ALEXANDER GERSH, HALVOR BRU AND
          NIGEL ROBINSON.
06        TO APPROVE THE FIRM ERNST & YOUNG (CIS) LTD. AS THE                    Management   For           For
          AUDITOR OF THE COMPANY'S U.S. GAAP ACCOUNTS AND
          THE FIRM ROSEXPERTIZA LLC AS THE AUDITOR OF THE
          COMPANY'S ACCOUNTS PREPARED IN ACCORDANCE WITH
          RUSSIAN STATUTORY ACCOUNTING PRINCIPLES FOR THE
          TERM UNTIL THE ANNUAL GENERAL MEETING OF
          SHAREHOLDERS BASED ON 2009 RESULTS.
07        TO APPROVE THE AMENDED BY-LAWS OF THE AUDIT                            Management   For           For
          COMMISSION OF VIMPELCOM.
08        TO APPROVE THE AMENDED CHARTER OF VIMPELCOM.                           Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            116

- --------------------------------------------------------------------------------
VIMPEL-COMMUNICATIONS

SECURITY        68370R109         MEETING TYPE   Annual
TICKER SYMBOL   VIP               MEETING DATE   10-Jun-2009
ISIN            US68370R1095      AGENDA         933095336 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
4A        ELECTION OF DIRECTOR: MIKHAIL M. FRIDMAN                               Management   For           For
4B        ELECTION OF DIRECTOR: KJELL MORTEN JOHNSEN                             Management   For           For
4C        ELECTION OF DIRECTOR: HANS PETER KOHLHAMMER                            Management   For           For
4D        ELECTION OF DIRECTOR: JO OLAV LUNDER                                   Management   For           For
4E        ELECTION OF DIRECTOR: OLEG A. MALIS                                    Management   For           For
4F        ELECTION OF DIRECTOR: LEONID R. NOVOSELSKY                             Management   For           For
4G        ELECTION OF DIRECTOR: ALEXEY M. REZNIKOVICH                            Management   For           For
4H        ELECTION OF DIRECTOR: OLE BJORN SJULSTAD                               Management   For           For
4I        ELECTION OF DIRECTOR: JAN EDVARD THYGESEN                              Management   For           For


- --------------------------------------------------------------------------------
UNION DRILLING INC.

SECURITY        90653P105         MEETING TYPE   Annual
TICKER SYMBOL   UDRL              MEETING DATE   11-Jun-2009
ISIN            US90653P1057      AGENDA         933070233 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RONALD HARRELL                                                                 For           For
          2    M. JOSEPH MCHUGH                                                               For           For
          3    ROBERT M. WOHLEBER                                                             For           For
02        TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                        Management   For           For
          THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
NEXTWAVE WIRELESS INC

SECURITY        65337Y102         MEETING TYPE   Annual
TICKER SYMBOL   WAVE              MEETING DATE   11-Jun-2009
ISIN            US65337Y1029      AGENDA         933073443 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    ALLEN SALMASI                                                                  For           For
          2    DOUGLAS F. MANCHESTER                                                          For           For
          3    ROBERT T. SYMINGTON                                                            For           For
02        RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                           Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
          AUDIT THE CONSOLIDATED FINANCIAL STATEMENTS OF
          NEXTWAVE AND ITS SUBSIDIARIES FOR THE YEAR ENDED
          DECEMBER 26, 2009


- --------------------------------------------------------------------------------
UNITED RENTALS, INC.

SECURITY        911363109         MEETING TYPE   Annual
TICKER SYMBOL   URI               MEETING DATE   11-Jun-2009
ISIN            US9113631090      AGENDA         933080210 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JENNE K. BRITELL                                 Management   For           For
1B        ELECTION OF DIRECTOR: JOSE B. ALVAREZ                                  Management   For           For
1C        ELECTION OF DIRECTOR: BOBBY J. GRIFFIN                                 Management   For           For
1D        ELECTION OF DIRECTOR: MICHAEL J. KNEELAND                              Management   For           For
1E        ELECTION OF DIRECTOR: SINGLETON B. MCALLISTER                          Management   For           For
1F        ELECTION OF DIRECTOR: BRIAN D. MCAULEY                                 Management   For           For
1G        ELECTION OF DIRECTOR: JOHN S. MCKINNEY                                 Management   For           For
1H        ELECTION OF DIRECTOR: JASON D. PAPASTAVROU                             Management   For           For
1I        ELECTION OF DIRECTOR: FILIPPO PASSERINI                                Management   For           For
02        APPROVAL OF ANNUAL INCENTIVE COMPENSATION PLAN                         Management   For           For
03        RATIFICATION OF APPOINTMENT OF INDEPENDENT                             Management   For           For
          AUDITORS


- --------------------------------------------------------------------------------
C&D TECHNOLOGIES, INC.

SECURITY        124661109         MEETING TYPE   Annual
TICKER SYMBOL   CHP               MEETING DATE   11-Jun-2009
ISIN            US1246611099      AGENDA         933084434 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    KEVIN P. DOWD                                                                  For           For
          2    PAMELA L. DAVIES                                                               For           For
          3    JEFFREY A. GRAVES                                                              For           For
          4    WILLIAM HARRAL III                                                             For           For
          5    ROBERT I. HARRIES                                                              For           For
          6    GEORGE MACKENZIE                                                               For           For
          7    STANLEY W. SILVERMAN                                                           For           For
          8    ELLEN C. WOLF                                                                  For           For
02        RATIFICATION OF THE APPOINTMENT OF                                     Management   For           For
          PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
          YEAR ENDING JANUARY 31, 2010.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            117

- --------------------------------------------------------------------------------
INDEPENDENT NEWS & MEDIA PLC

SECURITY        G4755S126         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   IMS.L             MEETING DATE   12-Jun-2009
ISIN            IE0004614818      AGENDA         701959528 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1.        Adopt the report and financial statements                              Management   For           For
2.I       Re-elect Mr. Donal J. Buggy                                            Management   For           For
2.II      Re-elect Ms. Leslie Buckley                                            Management   For           For
2.III     Re-elect Mr. Paul Connolly                                             Management   For           For
2.IV      Re-elect Ms. Lucy Gaffney                                              Management   For           For
3.        Approve to fix the remuneration of the Directors                       Management   For           For
4.        Authorize the Directors to fix remuneration of the Auditors            Management   For           For
5.        Approve the re-nominalization of share capital                         Management   For           For
6.        Approve the reduction in share capital and amend the Articles          Management   For           For
          following High Court confirmation
7.        Amend the Articles in relation to pre-emption rights                   Management   For           For
8.        Authorize the Directors to allot the authorized share capital          Management   For           For
9.        Authorize the Directors to disapply pre-emption rights                 Management   For           For
10.       Grant authority to the purchase and reissue of own shares              Management   For           For
11.       Authorize the Directors to continue to offer scrip dividends to        Management   For           For
          shareholders
12.       Grant authority to the Electronic Communication with shareholders      Management   For           For
13.       Amend the Articles of Association to facilitate Electronic             Management   For           For
          Communication by and to the Company
14.       Grant authority for the holding of general meetings on 14 days         Management   For           For
          notice
15.       Approve a new Share Option Scheme                                      Management   For           For
          PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                     Non-Voting
          OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY
          SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
          PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR
          ORIGINAL INSTRUCTIONS. THANK YOU.


- --------------------------------------------------------------------------------
ASCENT MEDIA CORPORATION

SECURITY        043632108         MEETING TYPE   Annual
TICKER SYMBOL   ASCMA             MEETING DATE   12-Jun-2009
ISIN            US0436321089      AGENDA         933073936 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MICHAEL J. POHL                                                                Withheld      Against
02        APPROVAL OF THE ASCENT MEDIA CORPORATION 2008                          Management   For           For
          INCENTIVE PLAN.
03        RATIFY SELECTION OF KPMG LLP AS OUR INDEPENDENT                        Management   For           For
          AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
          2009.


- --------------------------------------------------------------------------------
WONDER AUTO TECHNOLOGY INC.

SECURITY        978166106         MEETING TYPE   Annual
TICKER SYMBOL   WATG              MEETING DATE   12-Jun-2009
ISIN            US9781661064      AGENDA         933088482 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    QINGJIE ZHAO                                                                   For           For
          2    MEIRONG YUAN                                                                   For           For
          3    LARRY GOLDMAN                                                                  For           For
          4    XIAOYU ZHANG                                                                   For           For
          5    XIANZHANG WANG                                                                 For           For
02        APPROVE THE RATIFICATION OF PKF AS THE COMPANY'S                       Management   For           For
          ACCOUNTANT FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
COLDWATER CREEK INC.

SECURITY        193068103         MEETING TYPE   Annual
TICKER SYMBOL   CWTR              MEETING DATE   13-Jun-2009
ISIN            US1930681036      AGENDA         933075699 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DENNIS C. PENCE                                                                For           For
          2    ROBERT H. MCCALL                                                               For           For
          3    FRANK M. LESHER                                                                For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
          JANUARY 30, 2010.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            118

- --------------------------------------------------------------------------------
IAC/INTERACTIVECORP

SECURITY        44919P508         MEETING TYPE   Annual
TICKER SYMBOL   IACI              MEETING DATE   15-Jun-2009
ISIN            US44919P5089      AGENDA         933097621 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EDGAR BRONFMAN, JR.                                                            For           For
          2    BARRY DILLER                                                                   For           For
          3    VICTOR A. KAUFMAN                                                              For           For
          4    DONALD R. KEOUGH*                                                              For           For
          5    BRYAN LOURD*                                                                   For           For
          6    JOHN C. MALONE                                                                 For           For
          7    ARTHUR C. MARTINEZ                                                             For           For
          8    DAVID ROSENBLATT                                                               For           For
          9    ALAN G. SPOON*                                                                 For           For
          10   A. VON FURSTENBERG                                                             For           For
          11   MICHAEL P. ZEISSER                                                             For           For
02        TO APPROVE THE MATCH EQUITY PROPOSAL.                                  Management   For           For
03        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          IAC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
THE BON-TON STORES, INC.

SECURITY        09776J101         MEETING TYPE   Annual
TICKER SYMBOL   BONT              MEETING DATE   16-Jun-2009
ISIN            US09776J1016      AGENDA         933076728 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LUCINDA M. BAIER                                                               For           For
          2    BYRON L. BERGREN                                                               For           For
          3    PHILIP M. BROWNE                                                               For           For
          4    SHIRLEY A. DAWE                                                                For           For
          5    MARSHA M. EVERTON                                                              For           For
          6    MICHAEL L. GLEIM                                                               For           For
          7    TIM GRUMBACHER                                                                 For           For
          8    TODD C. MCCARTY                                                                For           For
02        APPROVE THE BON-TON STORES, INC. 2009 OMNIBUS                          Management   Against       Against
          INCENTIVE PLAN
03        RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE                         Management   For           For
          COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM


- --------------------------------------------------------------------------------
OUTDOOR CHANNEL HOLDINGS, INC.

SECURITY        690027206         MEETING TYPE   Annual
TICKER SYMBOL   OUTD              MEETING DATE   16-Jun-2009
ISIN            US6900272062      AGENDA         933084131 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    THOMAS H. MASSIE                                                               For           For
          2    DAVID C. MERRITT                                                               For           For
          3    ROGER L. WERNER, JR.                                                           For           For
02        RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                          Management   For           For
          ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
ZYGO CORPORATION

SECURITY        989855101         MEETING TYPE   Annual
TICKER SYMBOL   ZIGO              MEETING DATE   16-Jun-2009
ISIN            US9898551018      AGENDA         933095261 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    EUGENE G. BANUCCI                                                              For           For
          2    STEPHEN D. FANTONE                                                             For           For
          3    SAMUEL H. FULLER                                                               For           For
          4    SEYMOUR E. LIEBMAN                                                             For           For
          5    J. BRUCE ROBINSON                                                              For           For
          6    ROBERT B. TAYLOR                                                               For           For
          7    CAROL P. WALLACE                                                               For           For
          8    GARY K. WILLIS                                                                 For           For
          9    BRUCE W. WORSTER                                                               For           For
02        RATIFICATION OF THE APPOINTMENT OF DELOITTE &                          Management   For           For
          TOUCHE LLP AS THE COMPANY'S INDEPENDENT
          REGISTERED ACCOUNTING FIRM FOR FISCAL 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            119

- --------------------------------------------------------------------------------
LIBERTY GLOBAL, INC.

SECURITY        530555101         MEETING TYPE   Annual
TICKER SYMBOL   LBTYA             MEETING DATE   17-Jun-2009
ISIN            US5305551013      AGENDA         933076893 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOHN P. COLE, JR.                                                              For           For
          2    RICHARD R. GREEN                                                               For           For
          3    DAVID E. RAPLEY                                                                For           For
02        RATIFICATION OF THE SELECTION OF KPMG LLP AS THE                       Management   For           For
          COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
          ENDING DECEMBER 31, 2009.
03        STOCKHOLDER PROPOSAL ON BOARD DIVERSITY.                               Shareholder  Against       For


- --------------------------------------------------------------------------------
CHURCHILL DOWNS INCORPORATED

SECURITY        171484108         MEETING TYPE   Annual
TICKER SYMBOL   CHDN              MEETING DATE   18-Jun-2009
ISIN            US1714841087      AGENDA         933069747 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LEONARD S. COLEMAN, JR.                                                        For           For
          2    CRAIG J. DUCHOSSOIS                                                            For           For
          3    ROBERT L. EVANS                                                                For           For
          4    G. WATTS HUMPHREY, JR.                                                         For           For
02        PROPOSAL TO RATIFY THE APPOINTMENT OF JAMES F.                         Management   For           For
          MCDONALD AND R. ALEX RANKIN AS CLASS II DIRECTORS,
          SERVING TERMS EXPIRING AT THE COMPANY'S 2010
          ANNUAL MEETING OF SHAREHOLDERS.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF                                  Management   For           For
          PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR CHURCHILL DOWNS INCORPORATED FOR THE YEAR
          ENDING DECEMBER 31, 2009.
04        PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE                          Management   For           For
          PERFORMANCE GOALS AND MAXIMUM AWARDS PAYABLE
          AS ESTABLISHED BY THE SPECIAL SUBCOMMITTEE OF THE
          COMPENSATION COMMITTEE OF THE BOARD OF
          DIRECTORS FOR THE PAYMENT OF COMPENSATION TO
          ROBERT L. EVANS, WILLIAM C. CARSTANJEN, WILLIAM E.
          MUDD AND STEVEN P. SEXTON, ALL AS MORE FULLY
          DESCRIBED IN THE PROXY STATEMENT.


- --------------------------------------------------------------------------------
MOVADO GROUP, INC.

SECURITY        624580106         MEETING TYPE   Annual
TICKER SYMBOL   MOV               MEETING DATE   18-Jun-2009
ISIN            US6245801062      AGENDA         933081907 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MARGARET HAYES ADAME                                                           For           For
          2    RICHARD COTE                                                                   For           For
          3    EFRAIM GRINBERG                                                                For           For
          4    ALAN H. HOWARD                                                                 For           For
          5    RICHARD ISSERMAN                                                               For           For
          6    NATHAN LEVENTHAL                                                               For           For
          7    DONALD ORESMAN                                                                 For           For
          8    LEONARD L. SILVERSTEIN                                                         For           For
02        PROPOSAL TO RATIFY AND APPROVE THE SELECTION BY                        Management   For           For
          THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
          PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
          PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE
          FISCAL YEAR ENDING JANUARY 31, 2010.
03        PROPOSAL TO AMEND AND REAPPROVE THE COMPANY'S                          Management   Against       Against
          AMENDED AND RESTATED STOCK INCENTIVE PLAN


- --------------------------------------------------------------------------------
INVERNESS MEDICAL INNOVATIONS, INC.

SECURITY        46126P106         MEETING TYPE   Annual
TICKER SYMBOL   IMA               MEETING DATE   18-Jun-2009
ISIN            US46126P1066      AGENDA         933082024 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    CAROL R. GOLDBERG                                                              For           For
          2    JAMES ROOSEVELT, JR.                                                           For           For
          3    RON ZWANZIGER                                                                  For           For
02        APPROVAL OF AN INCREASE TO THE NUMBER OF SHARES                        Management   Against       Against
          OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER
          THE INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK
          OPTION AND INCENTIVE PLAN BY 1,000,000, FROM
          11,074,081 TO 12,074,081.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            120


                                                                                                
03        APPROVAL OF AN INCREASE TO THE NUMBER OF SHARES                        Management   For           For
          OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER
          THE INVERNESS MEDICAL INNOVATIONS, INC. 2001
          EMPLOYEE STOCK PURCHASE PLAN BY 1,000,000, FROM
          1,000,000 TO 2,000,000.
04        RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN,                        Management   For           For
          LLP AS OUR INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS FOR OUR FISCAL YEAR ENDING DECEMBER
          31, 2009.


- --------------------------------------------------------------------------------
GSI COMMERCE, INC.

SECURITY        36238G102         MEETING TYPE   Annual
TICKER SYMBOL   GSIC              MEETING DATE   18-Jun-2009
ISIN            US36238G1022      AGENDA         933082670 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MICHAEL G. RUBIN                                                               For           For
          2    M. JEFFREY BRANMAN                                                             For           For
          3    MICHAEL J. DONAHUE                                                             For           For
          4    RONALD D. FISHER                                                               For           For
          5    JOHN A. HUNTER                                                                 For           For
          6    MARK S. MENELL                                                                 For           For
          7    JEFFREY F. RAYPORT                                                             For           For
          8    LAWRENCE S. SMITH                                                              For           For
          9    ANDREA M. WEISS                                                                For           For
10        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR FISCAL 2009.


- --------------------------------------------------------------------------------
LIFEWAY FOODS, INC.

SECURITY        531914109         MEETING TYPE   Annual
TICKER SYMBOL   LWAY              MEETING DATE   19-Jun-2009
ISIN            US5319141090      AGENDA         933110380 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LUDMILA SMOLYANSKY                                                             For           For
          2    JULIE SMOLYANSKY                                                               For           For
          3    POL SIKAR                                                                      For           For
          4    RENZO BERNARDI                                                                 For           For
          5    GUSTAVO CARLOS VALLE                                                           For           For
          6    JULIE OBERWEIS                                                                 For           For
02        RATIFICATION OF PLANTE & MORAN, PLLC, AS                               Management   For           For
          INDEPENDENT AUDITORS.


- --------------------------------------------------------------------------------
AMICAS, INC.

SECURITY        001712108         MEETING TYPE   Annual
TICKER SYMBOL   AMCS              MEETING DATE   22-Jun-2009
ISIN            US0017121080      AGENDA         933080892 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEPHEN J. DENELSKY                                                            Withheld      Against
          2    JOSEPH D. HILL                                                                 Withheld      Against
          3    S.N. KAHANE, M.D., M.S.                                                        Withheld      Against
          4    STEPHEN J. LIFSHATZ                                                            Withheld      Against
          5    DAVID B. SHEPHERD                                                              Withheld      Against
          6    JOHN J. SVIOKLA                                                                Withheld      Against
02        TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS                       Management   For           For
          THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR AMICAS, INC. FOR THE YEAR ENDING DECEMBER
          31, 2009.


- --------------------------------------------------------------------------------
KIKKOMAN CORPORATION

SECURITY        J32620106         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   KIKOF.PK          MEETING DATE   23-Jun-2009
ISIN            JP3240400006      AGENDA         701982337 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          Please reference meeting materials.                                    Non-Voting
1.        Approve Appropriation of Retained Earnings                             Management   For           For
2.        Approve the Plan for an Incorporation-Type Company Split               Management   For           For
3.        Amend Articles to: Change Business Lines, Approve Minor                Management   For           For
          Revisions Related to Dematerialization of Shares and the Other
          Updated Laws and Regulations
4.1       Appoint a Director                                                     Management   For           For
4.2       Appoint a Director                                                     Management   For           For
4.3       Appoint a Director                                                     Management   For           For
4.4       Appoint a Director                                                     Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            121


                                                                                                
4.5       Appoint a Director                                                     Management   For           For
4.6       Appoint a Director                                                     Management   For           For
4.7       Appoint a Director                                                     Management   For           For
4.8       Appoint a Director                                                     Management   For           For
4.9       Appoint a Director                                                     Management   For           For
4.10      Appoint a Director                                                     Management   For           For
4.11      Appoint a Director                                                     Management   For           For
05.       Appoint a Corporate Auditor                                            Management   For           For
06.       Appoint a Substitute Corporate Auditor                                 Management   For           For
07.       Approve Issuance of Share Acquisition Rights as Stock Options          Management   For           For


- --------------------------------------------------------------------------------
STAMFORD INDUSTRIAL GROUP, INC.

SECURITY        852685205         MEETING TYPE   Annual
TICKER SYMBOL   SIDG              MEETING DATE   23-Jun-2009
ISIN            US8526852053      AGENDA         933093762 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WARREN B. KANDERS                                                              For           For
          2    NICHOLAS SOKOLOW                                                               For           For
          3    DAVID A. JONES                                                                 For           For


- --------------------------------------------------------------------------------
IRISH CONTINENTAL GROUP PLC

SECURITY        G49406146         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   IR5.IR            MEETING DATE   24-Jun-2009
ISIN            IE0033336516      AGENDA         701989696 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       Receive the 2008 report and financial statements and the reports       Management   For           For
          of the Directors and Auditors thereon
2.A       Re-elect Mr. Eamonn Rothwell                                           Management   For           For
2.B       Re-elect Mr. Tony Kelly                                                Management   For           For
2.C       Re-elect Mr. John B. McGuckian                                         Management   For           For
03.       Approve the remuneration of the Auditors                               Management   For           For
S.4       Grant authority to allot shares                                        Management   For           For
S.5       Approve to disapply of statutory pre-emption provisions                Management   For           For
S.6       Approve the purchase of own shares                                     Management   For           For
S.7       Approve the sub-division of redeemable shares                          Management   For           For
S.8       Approve the Irish Continental Group plc 2009 Share Option Plan         Management   For           For
S.9       Grant authority to send documents and other information to             Management   For           For
          shareholders by electronic means


- --------------------------------------------------------------------------------
YAKULT HONSHA CO.,LTD.

SECURITY        J95468120         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   YKLTF.PK          MEETING DATE   24-Jun-2009
ISIN            JP3931600005      AGENDA         701991641 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations
2.1       Appoint a Director                                                     Management   For           For
2.2       Appoint a Director                                                     Management   For           For
2.3       Appoint a Director                                                     Management   For           For
2.4       Appoint a Director                                                     Management   For           For
2.5       Appoint a Director                                                     Management   For           For
2.6       Appoint a Director                                                     Management   For           For
2.7       Appoint a Director                                                     Management   For           For
2.8       Appoint a Director                                                     Management   For           For
2.9       Appoint a Director                                                     Management   For           For
2.10      Appoint a Director                                                     Management   For           For
2.11      Appoint a Director                                                     Management   For           For
2.12      Appoint a Director                                                     Management   For           For
2.13      Appoint a Director                                                     Management   For           For
2.14      Appoint a Director                                                     Management   For           For
2.15      Appoint a Director                                                     Management   For           For
2.16      Appoint a Director                                                     Management   For           For
2.17      Appoint a Director                                                     Management   For           For
2.18      Appoint a Director                                                     Management   For           For
2.19      Appoint a Director                                                     Management   For           For
2.20      Appoint a Director                                                     Management   For           For
2.21      Appoint a Director                                                     Management   For           For
2.22      Appoint a Director                                                     Management   For           For
2.23      Appoint a Director                                                     Management   For           For
2.24      Appoint a Director                                                     Management   For           For
2.25      Appoint a Director                                                     Management   For           For
2.26      Appoint a Director                                                     Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            122

- --------------------------------------------------------------------------------
GRAY TELEVISION INC

SECURITY        389375205         MEETING TYPE   Annual
TICKER SYMBOL   GTNA              MEETING DATE   24-Jun-2009
ISIN            US3893752051      AGENDA         933073998 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD L. BOGER                                                               For           For
          2    RAY M. DEAVER                                                                  For           For
          3    T.L. ELDER                                                                     For           For
          4    HILTON H. HOWELL, JR.                                                          For           For
          5    WILLIAM E. MAYHER, III                                                         For           For
          6    ZELL B. MILLER                                                                 For           For
          7    HOWELL W. NEWTON                                                               For           For
          8    HUGH E. NORTON                                                                 For           For
          9    ROBERT S. PRATHER, JR.                                                         For           For
          10   HARRIETT J. ROBINSON                                                           For           For
          11   J. MACK ROBINSON                                                               For           For
02        A PROPOSAL TO APPROVE AN AMENDMENT TO THE GRAY                         Management   For           For
          TELEVISION, INC. EMPLOYEE STOCK PURCHASE PLAN TO
          INCREASE THE NUMBER OF SHARES RESERVED FOR
          ISSUANCE THEREUNDER BY 600,000.


- --------------------------------------------------------------------------------
GRAY TELEVISION INC

SECURITY        389375106         MEETING TYPE   Annual
TICKER SYMBOL   GTN               MEETING DATE   24-Jun-2009
ISIN            US3893751061      AGENDA         933073998 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    RICHARD L. BOGER                                                               For           For
          2    RAY M. DEAVER                                                                  For           For
          3    T.L. ELDER                                                                     For           For
          4    HILTON H. HOWELL, JR.                                                          For           For
          5    WILLIAM E. MAYHER, III                                                         For           For
          6    ZELL B. MILLER                                                                 For           For
          7    HOWELL W. NEWTON                                                               For           For
          8    HUGH E. NORTON                                                                 For           For
          9    ROBERT S. PRATHER, JR.                                                         For           For
          10   HARRIETT J. ROBINSON                                                           For           For
          11   J. MACK ROBINSON                                                               For           For
02        A PROPOSAL TO APPROVE AN AMENDMENT TO THE GRAY                         Management   For           For
          TELEVISION, INC. EMPLOYEE STOCK PURCHASE PLAN TO
          INCREASE THE NUMBER OF SHARES RESERVED FOR
          ISSUANCE THEREUNDER BY 600,000.


- --------------------------------------------------------------------------------
THE PEP BOYS - MANNY, MOE & JACK

SECURITY        713278109         MEETING TYPE   Annual
TICKER SYMBOL   PBY               MEETING DATE   24-Jun-2009
ISIN            US7132781094      AGENDA         933091299 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
1A        ELECTION OF DIRECTOR: JANE SCACCETTI                                   Management   For           For
1B        ELECTION OF DIRECTOR: JOHN T. SWEETWOOD                                Management   For           For
1C        ELECTION OF DIRECTOR: M. SHAN ATKINS                                   Management   For           For
1D        ELECTION OF DIRECTOR: ROBERT H. HOTZ                                   Management   For           For
1E        ELECTION OF DIRECTOR: JAMES A. MITAROTONDA                             Management   For           For
1F        ELECTION OF DIRECTOR: NICK WHITE                                       Management   For           For
1G        ELECTION OF DIRECTOR: JAMES A. WILLIAMS                                Management   For           For
1H        ELECTION OF DIRECTOR: IRVIN D. REID                                    Management   For           For
1I        ELECTION OF DIRECTOR: MICHAEL R. ODELL                                 Management   For           For
1J        ELECTION OF DIRECTOR: MAX L. LUKENS                                    Management   For           For
02        THE RATIFICATION OF THE APPOINTMENT OF OUR                             Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03        THE AMENDMENT AND RESTATEMENT OF OUR STOCK                             Management   For           For
          INCENTIVE PLAN TO EXTEND ITS TERM THROUGH
          DECEMBER 31, 2014.
04        APPROVAL OF THE AMENDMENT AND RESTATEMENT OF                           Management   For           For
          OUR ANNUAL INCENTIVE BONUS PLAN.
05        A SHAREHOLDER PROPOSAL REGARDING THE COMPANY'S                         Shareholder  Against       For
          REINCORPORATION TO NORTH DAKOTA, IF PRESENTED BY
          ITS PROPONENT.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            123

- --------------------------------------------------------------------------------
GLOBAL SOURCES LTD.

SECURITY        G39300101         MEETING TYPE   Annual
TICKER SYMBOL   GSOL              MEETING DATE   24-Jun-2009
ISIN            BMG393001018      AGENDA         933094233 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MERLE A. HINRICHS                                                              For           For
          2    RODERICK CHALMERS                                                              For           For
02        TO FIX THE NUMBER OF DIRECTORS THAT COMPRISE THE                       Management   For           For
          WHOLE BOARD AT NINE (9) PERSONS, DECLARE ANY
          VACANCIES ON THE BOARD TO BE CASUAL VACANCIES
          AND AUTHORIZE THE BOARD TO FILL THESE VACANCIES
          ON THE BOARD AS AND WHEN IT DEEMS FIT.
03        TO APPROVE THE ADOPTION OF THE "GLOBAL SOURCES                         Management   For           For
          LTD. DIRECTORS PURCHASE PLAN (UPDATED EFFECTIVE
          AS OF JANUARY 1, 2009)".
04        TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE                        Management   For           For
          COMPANY'S INDEPENDENT AUDITORS UNTIL THE NEXT
          ANNUAL GENERAL MEETING.


- --------------------------------------------------------------------------------
QIAGEN N.V.

SECURITY        N72482107         MEETING TYPE   Annual
TICKER SYMBOL   QGEN              MEETING DATE   24-Jun-2009
ISIN            NL0000240000      AGENDA         933098825 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE                          Management   For           For
          YEAR ENDED DECEMBER 31, 2008 ("FISCAL YEAR 2008").
02        TO APPROVE THE PERFORMANCE OF THE MANAGING                             Management   For           For
          BOARD DURING FISCAL YEAR 2008.
03        TO APPROVE PERFORMANCE OF THE SUPERVISORY                              Management   For           For
          BOARD DURING FISCAL YEAR 2008.
4A        ELECTION OF SUPERVISORY DIRECTOR: PROF. DR.                            Management   For           For
          DETLEV RIESNER
4B        ELECTION OF SUPERVISORY DIRECTOR: DR. WERNER                           Management   For           For
          BRANDT
4C        ELECTION OF SUPERVISORY DIRECTOR: DR. METIN                            Management   For           For
          COLPAN
4D        ELECTION OF SUPERVISORY DIRECTOR: MR. ERIK                             Management   For           For
          HORNNAESS
4E        ELECTION OF SUPERVISORY DIRECTOR: PROF. DR.                            Management   For           For
          MANFRED KAROBATH
4F        ELECTION OF SUPERVISORY DIRECTOR: MR. HEINO VON                        Management   For           For
          PRONDZYNSKI
5A        ELECTION OF MANAGING DIRECTOR: MR. PEER SCHATZ                         Management   For           For
5B        ELECTION OF MANAGING DIRECTOR: MR. ROLAND                              Management   For           For
          SACKERS
5C        ELECTION OF MANAGING DIRECTOR: DR. JOACHIM                             Management   For           For
          SCHORR
5D        ELECTION OF MANAGING DIRECTOR: MR. BERND UDER                          Management   For           For
06        PROPOSAL TO REAPPOINT ERNST & YOUNG                                    Management   For           For
          ACCOUNTANTS AS AUDITORS OF THE COMPANY FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.
07        TO AUTHORIZE THE MANAGING BOARD, UNTIL DECEMBER                        Management   For           For
          24, 2010, TO ACQUIRE SHARES IN THE COMPANY'S OWN
          SHARE CAPITAL.


- --------------------------------------------------------------------------------
ACME COMMUNICATIONS, INC.

SECURITY        004631107         MEETING TYPE   Annual
TICKER SYMBOL   ACME              MEETING DATE   24-Jun-2009
ISIN            US0046311074      AGENDA         933104870 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMIE KELLNER                                                                  Withheld      Against
          2    DOUGLAS GEALY                                                                  Withheld      Against
          3    THOMAS ALLEN                                                                   Withheld      Against
          4    MICHAEL CORRIGAN                                                               For           For
          5    FREDERICK WASSERMAN                                                            For           For
02        TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN                             Management   For           For
          MCCANN P.C. AS THE INDEPENDENT PUBLIC
          ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR
          ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
BULL-DOG SAUCE CO.,LTD.

SECURITY        J04746103         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   BGDSF.PK          MEETING DATE   25-Jun-2009
ISIN            JP3831200005      AGENDA         701996956 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Approve Appropriation of Profits                                       Management   For           For
02        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations
3.1       Appoint a Director                                                     Management   For           For
3.2       Appoint a Director                                                     Management   For           For
3.3       Appoint a Director                                                     Management   For           For
3.4       Appoint a Director                                                     Management   For           For
3.5       Appoint a Director                                                     Management   For           For
3.6       Appoint a Director                                                     Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            124

- --------------------------------------------------------------------------------
MAEZAWA KYUSO INDUSTRIES CO.,LTD.

SECURITY        J39466107         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   MZKAF.PK          MEETING DATE   25-Jun-2009
ISIN            JP3860300007      AGENDA         702001227 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Approve Appropriation of Profits                                       Management   For           For
02        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations
3.1       Appoint a Director                                                     Management   For           For
3.2       Appoint a Director                                                     Management   For           For
3.3       Appoint a Director                                                     Management   For           For
3.4       Appoint a Director                                                     Management   For           For
3.5       Appoint a Director                                                     Management   For           For
04        Approve Adoption of Anti-Takeover Defense Measures                     Management   Against       Against


- --------------------------------------------------------------------------------
SOHGO SECURITY SERVICES CO.,LTD.

SECURITY        J7607Z104         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   2231              MEETING DATE   25-Jun-2009
ISIN            JP3431900004      AGENDA         702013602 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Approve Appropriation of Profits                                       Management   For           For
02        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations, Allow Board to Make Rules Governing Exercise of
          Shareholders' Rights, Expand Business Lines
3.1       Appoint a Director                                                     Management   For           For
3.2       Appoint a Director                                                     Management   For           For
3.3       Appoint a Director                                                     Management   For           For
3.4       Appoint a Director                                                     Management   For           For
3.5       Appoint a Director                                                     Management   For           For
3.6       Appoint a Director                                                     Management   For           For
3.7       Appoint a Director                                                     Management   For           For
3.8       Appoint a Director                                                     Management   For           For
4.1       Appoint a Corporate Auditor                                            Management   For           For
4.2       Appoint a Corporate Auditor                                            Management   For           For
4.3       Appoint a Corporate Auditor                                            Management   For           For


- --------------------------------------------------------------------------------
GSE SYSTEMS, INC.

SECURITY        36227K106         MEETING TYPE   Annual
TICKER SYMBOL   GVP               MEETING DATE   25-Jun-2009
ISIN            US36227K1060      AGENDA         933085866 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JOSEPH W. LEWIS                                                                For           For
          2    ORRIE LEE TAWES, III                                                           For           For
          3    JANE BRYANT QUINN                                                              For           For
02        TO RATIFY THE APPOINTMENT OF KPMG LLP, AN                              Management   For           For
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
          AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
          FOR THE CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
VICOR CORPORATION

SECURITY        925815102         MEETING TYPE   Annual
TICKER SYMBOL   VICR              MEETING DATE   25-Jun-2009
ISIN            US9258151029      AGENDA         933090045 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    SAMUEL J. ANDERSON                                                             For           For
          2    ESTIA J. EICHTEN                                                               For           For
          3    BARRY KELLEHER                                                                 For           For
          4    DAVID T. RIDDIFORD                                                             For           For
          5    JAMES A. SIMMS                                                                 For           For
          6    CLAUDIO TUOZZOLO                                                               For           For
          7    PATRIZIO VINCIARELLI                                                           For           For
          8    JASON L. CARLSON                                                               For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            125

- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

SECURITY        53071M500         MEETING TYPE   Annual
TICKER SYMBOL   LMDIA             MEETING DATE   25-Jun-2009
ISIN            US53071M5004      AGENDA         933091744 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MR. DONNE F. FISHER                                                            For           For
          2    MR. GREGORY B. MAFFEI                                                          For           For
          3    MR. M. LAVOY ROBISON                                                           For           For
02        APPROVE CHARTER AMENDMENT CHANGING NAME OF                             Management   For           For
          THE "ENTERTAINMENT GROUP" TO THE "STARZ GROUP"
          AND THE "LIBERTY ENTERTAINMENT COMMON STOCK" TO
          THE "LIBERTY STARZ COMMON STOCK" AND MAKING
          OTHER CONFORMING CHANGES.
03        AUTHORIZE REVERSE STOCK SPLIT OF THE OUTSTANDING                       Management   For           For
          SHARES OF SERIES A AND SERIES B LIBERTY CAPITAL
          COMMON STOCK AT A RATIO OF 1-FOR-3, AND AUTHORIZE
          A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES
          OF SERIES A AND SERIES B LIBERTY INTERACTIVE
          COMMON STOCK AT A RATIO OF 1-FOR-5.
04        RATIFY THE SELECTION OF KPMG LLP AS LIBERTY MEDIA                      Management   For           For
          CORPORATION'S INDEPENDENT AUDITORS FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

SECURITY        53071M302         MEETING TYPE   Annual
TICKER SYMBOL   LCAPA             MEETING DATE   25-Jun-2009
ISIN            US53071M3025      AGENDA         933091744 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MR. DONNE F. FISHER                                                            For           For
          2    MR. GREGORY B. MAFFEI                                                          For           For
          3    MR. M. LAVOY ROBISON                                                           For           For
02        APPROVE CHARTER AMENDMENT CHANGING NAME OF                             Management   For           For
          THE "ENTERTAINMENT GROUP" TO THE "STARZ GROUP"
          AND THE "LIBERTY ENTERTAINMENT COMMON STOCK" TO
          THE "LIBERTY STARZ COMMON STOCK" AND MAKING
          OTHER CONFORMING CHANGES.
03        AUTHORIZE REVERSE STOCK SPLIT OF THE OUTSTANDING                       Management   For           For
          SHARES OF SERIES A AND SERIES B LIBERTY CAPITAL
          COMMON STOCK AT A RATIO OF 1-FOR-3, AND AUTHORIZE
          A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES
          OF SERIES A AND SERIES B LIBERTY INTERACTIVE
          COMMON STOCK AT A RATIO OF 1-FOR-5.
04        RATIFY THE SELECTION OF KPMG LLP AS LIBERTY MEDIA                      Management   For           For
          CORPORATION'S INDEPENDENT AUDITORS FOR THE
          FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
STAMPS.COM INC.

SECURITY        852857200         MEETING TYPE   Annual
TICKER SYMBOL   STMP              MEETING DATE   25-Jun-2009
ISIN            US8528572006      AGENDA         933098077 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    G. BRADFORD JONES                                                              For           For
          2    LLOYD I. MILLER                                                                For           For
02        TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                      Management   For           For
          INDEPENDENT AUDITORS OF THE COMPANY FOR 2009.


- --------------------------------------------------------------------------------
MATERIAL SCIENCES CORPORATION

SECURITY        576674105         MEETING TYPE   Annual
TICKER SYMBOL   MASC              MEETING DATE   25-Jun-2009
ISIN            US5766741053      AGENDA         933104022 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    TERRY L. BERNANDER                                                             For           For
          2    FRANK L. HOHMANN III                                                           For           For
          3    SAMUEL LICAVOLI                                                                For           For
          4    PATRICK J. MCDONNELL                                                           For           For
          5    CLIFFORD D. NASTAS                                                             For           For
          6    JOHN P. REILLY                                                                 For           For
          7    DOMINICK J. SCHIANO                                                            For           For
02        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
          FISCAL YEAR ENDING FEBRUARY 28, 2010.


- --------------------------------------------------------------------------------
MENTOR GRAPHICS CORPORATION

SECURITY        587200106         MEETING TYPE   Annual
TICKER SYMBOL   MENT              MEETING DATE   25-Jun-2009
ISIN            US5872001061      AGENDA         933109375 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    PETER L. BONFIELD                                                              For           For
          2    MARSHA B. CONGDON                                                              For           For
          3    JAMES R. FIEBIGER                                                              For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            126


                                                                                                
          4    GREGORY K. HINCKLEY                                                            For           For
          5    KEVIN C. MCDONOUGH                                                             For           For
          6    PATRICK B. MCMANUS                                                             For           For
          7    WALDEN C. RHINES                                                               For           For
          8    FONTAINE K. RICHARDSON                                                         For           For
02        PROPOSAL TO AMEND THE COMPANY'S 1989 EMPLOYEE                          Management   For           For
          STOCK PURCHASE PLAN AND FOREIGN SUBSIDIARY
          EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
          NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
          EACH OF THE PLANS.
03        PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS                      Management   For           For
          THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING
          JANUARY 31, 2010.


- --------------------------------------------------------------------------------
NISSIN FOODS HOLDINGS CO.,LTD.

SECURITY        J58063124         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   NF2.BE            MEETING DATE   26-Jun-2009
ISIN            JP3675600005      AGENDA         701987806 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
          Please reference meeting materials.                                    Non-Voting
01.       Approve Appropriation of Retained Earnings                             Management   For           For
02.       Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the Other Updated Laws and
          Regulations
3.1       Appoint a Director                                                     Management   For           For
3.2       Appoint a Director                                                     Management   For           For
3.3       Appoint a Director                                                     Management   For           For
3.4       Appoint a Director                                                     Management   For           For
3.5       Appoint a Director                                                     Management   For           For
3.6       Appoint a Director                                                     Management   For           For
3.7       Appoint a Director                                                     Management   For           For
3.8       Appoint a Director                                                     Management   For           For
3.9       Appoint a Director                                                     Management   For           For
3.10      Appoint a Director                                                     Management   For           For
3.11      Appoint a Director                                                     Management   For           For
3.12      Appoint a Director                                                     Management   For           For
3.13      Appoint a Director                                                     Management   For           For
3.14      Appoint a Director                                                     Management   For           For
04.       Appoint a Corporate Auditor                                            Management   For           For
05.       Appoint Accounting Auditors                                            Management   For           For


- --------------------------------------------------------------------------------
MORINAGA MILK INDUSTRY CO.,LTD.

SECURITY        J46410114         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   M08.BE            MEETING DATE   26-Jun-2009
ISIN            JP3926800008      AGENDA         701998467 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Approve Appropriation of Profits                                       Management   For           For
02        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations
3.1       Appoint a Director                                                     Management   For           For
3.2       Appoint a Director                                                     Management   For           For
3.3       Appoint a Director                                                     Management   For           For
3.4       Appoint a Director                                                     Management   For           For
3.5       Appoint a Director                                                     Management   For           For
3.6       Appoint a Director                                                     Management   For           For
3.7       Appoint a Director                                                     Management   For           For
3.8       Appoint a Director                                                     Management   For           For
3.9       Appoint a Director                                                     Management   For           For
04        Appoint a Substitute Corporate Auditor                                 Management   For           For


- --------------------------------------------------------------------------------
ARUZE CORP.

SECURITY        J0204H106         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   AZECF.PK          MEETING DATE   26-Jun-2009
ISIN            JP3126130008      AGENDA         702017458 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        Amend Articles to: Approve Minor Revisions Related to                  Management   For           For
          Dematerialization of Shares and the other Updated Laws and
          Regulations, Expand Business Lines
2.1       Appoint a Director                                                     Management   For           For
2.2       Appoint a Director                                                     Management   For           For
2.3       Appoint a Director                                                     Management   For           For
2.4       Appoint a Director                                                     Management   For           For
2.5       Appoint a Director                                                     Management   For           For
2.6       Appoint a Director                                                     Management   For           For
2.7       Appoint a Director                                                     Management   For           For
03        Allow Board to Authorize Use of Stock Option Plan                      Management   For           For
04        Appoint Accounting Auditors                                            Management   For           For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            127

- --------------------------------------------------------------------------------
ZORAN CORPORATION

SECURITY        98975F101         MEETING TYPE   Annual
TICKER SYMBOL   ZRAN              MEETING DATE   26-Jun-2009
ISIN            US98975F1012      AGENDA         933090071 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    LEVY GERZBERG, PH.D.                                                           For           For
          2    UZIA GALIL                                                                     For           For
          3    RAYMOND A. BURGESS                                                             For           For
          4    JAMES D. MEINDL, PH.D.                                                         For           For
          5    JAMES B. OWENS, JR.                                                            For           For
          6    ARTHUR B. STABENOW                                                             For           For
          7    PHILIP M. YOUNG                                                                For           For
02        TO APPROVE AN AMENDMENT TO INCREASE THE SHARES                         Management   Against       Against
          AVAILABLE UNDER THE COMPANY'S 2005 OUTSIDE
          DIRECTORS EQUITY PLAN.
03        TO APPROVE AN AMENDMENT TO INCREASE THE SHARES                         Management   For           For
          AVAILABLE UNDER THE COMPANY'S AMENDED AND
          RESTATED 1995 EMPLOYEE STOCK PURCHASE PLAN.
04        TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP                     Management   For           For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR THE COMPANY FOR THE FISCAL YEAR ENDING
          DECEMBER 31, 2009.
05        TO APPROVE A PROGRAM PERMITTING ELIGIBLE                               Management   Against       Against
          EMPLOYEES TO EXCHANGE CERTAIN OUTSTANDING
          STOCK OPTIONS FOR A LESSER NUMBER OF RESTRICTED
          STOCK UNITS


- --------------------------------------------------------------------------------
IMPELLAM GROUP PLC, LUTON

SECURITY        G47192102         MEETING TYPE   Annual General Meeting
TICKER SYMBOL   IGPPF.PK          MEETING DATE   30-Jun-2009
ISIN            GB00B2Q2M073      AGENDA         702006669 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01.       Receive the Company's accounts and the reports of the Directors        Management   For           For
          and the Auditors for the FYE 31 DEC 2008
02.       Re-appoint PricewaterhouseCoopers LLP as the Auditors of the           Management   For           For
          Company, until the conclusion of the next AGM at which accounts
          are laid before the Company and authorize the Director to
          determine their remuneration
03.       Re-elect Cheryl Jones as a Director of the Company                     Management   For           For
04.       Re-elect Mr. Andrew Burchall as a Director of the Company              Management   For           For
05.       Re-elect Noel Harwerth as a Director of the Company                    Management   For           For
06.       Re-elect Mr. Kevin Mahoney as a Director of the Company                Management   For           For
07.       Re-elect Mr. John Rowley as a Director of the Company                  Management   For           For
08.       Re-elect Ms. Valerie Scoular as a Director of the Company              Management   For           For
09.       Re-elect Mr. Andrew Wilson as a Director of the Company                Management   For           For
10.       Authorize the Company, to make Political Donations of no more          Management   For           For
          than GBP 50,000 in total; and to incur Political Expenditure in an
          aggregate amount not exceeding GBP 50,000 in total; [Authority
          expires the earlier of the conclusion of the next AGM or 30th SEP
          2010]; provided that the aggregate Political Donations and
          Political Expenditure incurred by the Company shall not, during
          such period, exceed GBP 50,000
11.       Authorize the Director, in substitution for all previous authorities,  Management   For           For
          pursuant to and in accordance with Section 80 of the Companies
          Act 1985 [CA85], to allot relevant securities up to an aggregate
          nominal amount of GBP 149,996.25 to such persons and upon
          such conditions as the Directors may determine; [Authority expires
          the earlier of the conclusion of the next AGM of the Company or
          30th SEP 2010]; and the Directors may allot relevant securities in
          pursuance of such an offer or agreement as if the authority
          conferred by this resolution had not expired
S.12      Authorize the Director, in substitution for all previous authority,    Management   For           For
          subject to the passing of Resolution 11, under Section 80 of
          CA85, to allot equity securities pursuant to the authority conferred
          by Resolution 11 as if Section 89(1) of CA85 did not apply to any
          such allotment; such power shall be limited to: the allotment of
          equity securities in connection with a rights issue; and the
          allotment of equity securities up to a nominal amount of GBP
          44,998.88; [Authority expires the earlier of the conclusion of the
          next AGM of the Company or 30th SEP 2010]; and the Directors
          may allot equity securities in pursuance of any such offer or
          agreement as if the power conferred by this resolution had not
          expired
S.13      Authorize the Company, pursuant to the authorities as specified in     Management   For           For
          its Articles of Association, for the purpose of Section 166 of the
          Companies Act 1985 [the Act], to make market purchases [within
          the meaning of Section 163(3) Companies Act 1985] of Ordinary
          Shares provided that: the maximum number of Ordinary Shares
          authorized to be purchased is 4,499,888; the minimum price per
          Ordinary Share is not less than 1 pence and the maximum price
          per Ordinary Share is the higher of an amount equal to 105% of
          the average of the market value for an Ordinary Share as derived
          from the London Stock Exchange plc Daily Official List for the 5
          business days immediately preceding the day on which the
          purchase is made; and the higher of the price of the last
          independent trade and the highest current bid on the London
          Stock Exchange at the time the purchase is carried out, both the
          maximum and minimum prices being exclusive of any advance
          corporation tax and any expenses; [Authority expires the earlier of
          the conclusion of the next AGM of the Company or 30th SEP
          2010]; and the Company, before the expiry, may make a contract
          to purchase ordinary shares which will or may be executed wholly
          or partly after such expiry




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            128

- --------------------------------------------------------------------------------
CAVCO INDUSTRIES, INC.

SECURITY        149568107         MEETING TYPE   Annual
TICKER SYMBOL   CVCO              MEETING DATE   30-Jun-2009
ISIN            US149568107       AGENDA         933094409 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    STEVEN G. BUNGER                                                               For           For
          2    JACK HANNA                                                                     For           For
02        RATIFICATION OF THE APPOINTMENT OF INDEPENDENT                         Management   For           For
          AUDITOR FOR FISCAL 2010.


- --------------------------------------------------------------------------------
THE CENTRAL EUROPE AND RUSSIA FUND, INC.

SECURITY        153436100         MEETING TYPE   Annual
TICKER SYMBOL   CEE               MEETING DATE   30-Jun-2009
ISIN            US1534361001      AGENDA         933097912 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DR. FRANZ-WILHELM HOPP                                                         For           For
          2    MR. CHRISTIAN STRENGER                                                         For           For
          3    MR. ROBERT H. WADSWORTH                                                        For           For
          4    MR. WERNER WALBROL                                                             For           For
02        TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE                       Management   For           For
          AND THE BOARD OF DIRECTORS OF
          PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT
          PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
          FOR THE FISCAL YEAR ENDING OCTOBER 31, 2009.


- --------------------------------------------------------------------------------
EUROPEAN EQUITY FUND INC.

SECURITY        298768102         MEETING TYPE   Annual
TICKER SYMBOL   EEA               MEETING DATE   30-Jun-2009
ISIN            US2987681028      AGENDA         933097924 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    MR. DETLEF BIERBAUM                                                            For           For
          2    MR. JOHN H. CANNON                                                             For           For
          3    MR. RICHARD KARL GOELTZ                                                        For           For
          4    MR. ROBERT H. WADSWORTH                                                        For           For
02        TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE                       Management   For           For
          AND THE BOARD OF DIRECTORS OF
          PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT
          PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
THE NEW GERMANY FUND, INC.

SECURITY        644465106         MEETING TYPE   Annual
TICKER SYMBOL   GF                MEETING DATE   30-Jun-2009
ISIN            US6444651060      AGENDA         933097936 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    DR. KURT W. BOCK                                                               For           For
          2    DR. FRANZ-WILHELM HOPP                                                         For           For
          3    DR. FRIEDBERT MALT                                                             For           For
          4    DR. FRANK TROMEL                                                               For           For
02        TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE                       Management   For           For
          AND THE BOARD OF DIRECTORS OF
          PRICEWATERHOUSECOOPERS LLP, AN INDEPENDENT
          PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Small Cap Growth Fund                                            129

- --------------------------------------------------------------------------------
BED BATH & BEYOND INC.

SECURITY        075896100         MEETING TYPE   Annual
TICKER SYMBOL   BBBY              MEETING DATE   30-Jun-2009
ISIN            US0758961009      AGENDA         933104907 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    WARREN EISENBERG                                                               For           For
          2    LEONARD FEINSTEIN                                                              For           For
          3    STEVEN H. TEMARES                                                              For           For
          4    DEAN S. ADLER                                                                  For           For
          5    STANLEY F. BARSHAY                                                             For           For
          6    KLAUS EPPLER                                                                   For           For
          7    PATRICK R. GASTON                                                              For           For
          8    JORDAN HELLER                                                                  For           For
          9    VICTORIA A. MORRISON                                                           For           For
          10   FRAN STOLLER                                                                   For           For
02        RATIFICATION OF THE APPOINTMENT OF KPMG LLP                            Management   For           For
03        AMEND CERTIFICATE OF INCORPORATION; MAJORITY                           Management   For           For
          VOTING IN NON-CONTESTED DIRECTOR ELECTIONS
4A        AMEND CERTIFICATE OF INCORPORATION; ELIMINATE                          Management   For           For
          EXPRESS SUPERMAJORITY VOTING PROVISIONS
4B        AMEND CERTIFICATE OF INCORPORATION; ELIMINATE                          Management   For           For
          STATUTORY SUPERMAJORITY VOTING REQUIREMENTS
05        RE-APPROVAL OF PERFORMANCE GOALS UNDER 2004                            Management   For           For
          INCENTIVE COMPENSATION PLAN
06        SHAREHOLDER PROPOSAL; SUSTAINABILITY REPORT                            Shareholder  Against       For


- --------------------------------------------------------------------------------
ORTHOFIX INTERNATIONAL N.V.

SECURITY        N6748L102         MEETING TYPE   Annual
TICKER SYMBOL   OFIX              MEETING DATE   30-Jun-2009
ISIN            ANN6748L1027      AGENDA         933110277 - Management



                                                                                                            FOR/AGAINST
ITEM      PROPOSAL                                                               TYPE         VOTE          MANAGEMENT
- --------  ---------------------------------------------------------------------  -----------  ------------  -----------
                                                                                                
01        DIRECTOR                                                               Management
          1    JAMES F. GERO                                                                  For           For
          2    JERRY C. BENJAMIN                                                              For           For
          3    CHARLES W. FEDERICO                                                            For           For
          4    GUY J. JORDAN                                                                  For           For
          5    THOMAS J. KESTER                                                               For           For
          6    ALAN W. MILINAZZO                                                              For           For
          7    MARIA SAINZ                                                                    For           For
          8    WALTER P. VON WARTBURG                                                         For           For
          9    KENNETH R. WEISSHAAR                                                           For           For
02        PROPOSAL TO APPROVE AMENDMENT AND RESTATEMENT                          Management   Against       Against
          OF THE AMENDED AND RESTATED 2004 LONG-TERM
          INCENTIVE PLAN.
03        PROPOSAL TO APPROVE AMENDMENT NO. 1 TO THE                             Management   For           For
          AMENDED AND RESTATED STOCK PURCHASE PLAN.
04        PROPOSAL TO APPROVE THE MATERIAL TERMS FOR THE                         Management   For           For
          PAYMENT OF INCENTIVE COMPENSATION TO THE
          COMPANY'S MOST HIGHLY COMPENSATED EXECUTIVE
          OFFICERS TO PERMIT SECTION 162(M) DEDUCTIBILITY.
05        PROPOSAL TO APPROVE THE BALANCE SHEET AND                              Management   For           For
          INCOME STATEMENT AT AND FOR THE YEAR ENDED
          DECEMBER 31, 2008.
06        PROPOSAL TO RATIFY THE SELECTION OF ERNST &                            Management   For           For
          YOUNG AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR ORTHOFIX AND ITS SUBSIDIARIES
          FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.



ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      1

                            INVESTMENT COMPANY REPORT

COLUMBUS MCKINNON CORPORATION

SECURITY        199333105        MEETING TYPE   Annual
TICKER SYMBOL   CMCO             MEETING DATE   28-Jul-2008
ISIN            US1993331057     AGENDA         932930781 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   TIMOTHY T. TEVENS                                             For          For
         2   RICHARD H. FLEMING                                            For          For
         3   ERNEST R. VEREBELYI                                           For          For
         4   WALLACE W. CREEK                                              For          For
         5   STEPHEN RABINOWITZ                                            For          For
         6   LINDA A. GOODSPEED                                            For          For
         7   NICHOLAS T. PINCHUK                                           For          For
02       RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG    Management    For          For
         LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
         FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2009


- --------------------------------------------------------------------------------
K-V PHARMACEUTICAL COMPANY

SECURITY        482740206        MEETING TYPE   Annual
TICKER SYMBOL   KVA              MEETING DATE   05-Sep-2008
ISIN            US4827402060     AGENDA         932943120 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       AMENDMENT OF THE COMPANY'S CERTIFICATE OF           Management    For          For
         INCORPORATION TO PROVIDE THAT MEMBERS OF THE
         BOARD OF DIRECTORS BE ELECTED ANNUALLY.
02       DIRECTOR                                            Management
         1   JEAN M. BELLIN*                                               For          For
         2   KEVIN S. CARLIE*                                              For          For
         3   TERRY B. HATFIELD*                                            For          For
         4   DAVID S. HERMELIN*                                            For          For
         5   MARC S. HERMELIN*                                             For          For
         6   RONALD J. KANTERMAN*                                          For          For
         7   JONATHON E. KILLMER*                                          For          For
         8   NORMAN D. SCHELLENGER*                                        For          For
         9   JEAN M. BELLIN**                                              For          For
         10  TERRY B. HATFIELD**                                           For          For
         11  NORMAN D. SCHELLENGER**                                       For          For
         12  KEVIN S. CARLIE***                                            For          For
         13  MARC S. HERMELIN***                                           For          For
05       AMENDMENT OF THE COMPANY'S INCENTIVE STOCK          Management    Against      Against
         OPTION PLAN TO INCREASE BY 3,000,000 THE NUMBER OF
         SHARES OF CLASS A COMMON STOCK AVAILABLE FOR
         ISSUANCE UPON EXERCISE OF STOCK OPTIONS GRANTED
         UNDER THE PLAN.
06       RATIFICATION OF ENGAGEMENT OF KPMG LLP AS THE       Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
TRIARC COMPANIES, INC.

SECURITY        895927101        MEETING TYPE   Annual
TICKER SYMBOL   TRY              MEETING DATE   15-Sep-2008
ISIN            US8959271011     AGENDA         932947774 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       AMENDMENT TO TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO INCREASE THE NUMBER OF
         AUTHORIZED SHARES OF TRIARC CLASS A COMMON
         STOCK.
02       AMENDMENT TO TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO CONVERT EACH ISSUED AND
         OUTSTANDING SHARE OF CLASS B COMMON STOCK INTO
         ONE SHARE OF CLASS A COMMON STOCK.
03       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO CHANGE THE NAME OF TRIARC TO
         "WENDY'S/ARBY'S GROUP, INC."
04       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROHIBIT THE ISSUANCE OF
         PREFERRED STOCK TO AFFILIATES UNDER CERTAIN
         CIRCUMSTANCES.
05       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO AMEND THE DEFINITION OF
         "INTERESTED STOCKHOLDERS."
06       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROHIBIT THE BOARD OF DIRECTORS
         FROM AMENDING CERTAIN PROVISIONS OF THE BYLAWS.
07       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROVIDE THAT THE PURPOSE OF
         TRIARC IS TO ENGAGE IN RESTAURANT BUSINESS.
08       ISSUANCE OF COMMON STOCK IN THE MERGER.             Management    For          For
09       POSSIBLE ADJOURNMENT OF THE TRIARC ANNUAL           Management    For          For
         MEETING.
10       DIRECTOR                                            Management
         1   NELSON PELTZ                                                  For          For
         2   PETER W. MAY                                                  For          For
         3   HUGH L. CAREY                                                 For          For
         4   CLIVE CHAJET                                                  For          For
         5   EDWARD P. GARDEN                                              For          For
         6   JOSEPH A. LEVATO                                              For          For
         7   DAVID E. SCHWAB II                                            For          For
         8   ROLAND C. SMITH                                               For          For
         9   RAYMOND S. TROUBH                                             For          For
         10  R.V. UMPHENOUR, JR.                                           For          For
         11  JACK G. WASSERMAN                                             For          For
11       APPROVAL OF AN AMENDMENT TO THE TRIARC AMENDED      Management    For          For
         AND RESTATED 2002 EQUITY PARTICIPATION PLAN.
12       RATIFICATION OF INDEPENDENT REGISTERED PUBLIC       Management    For          For
         ACCOUNTING FIRM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      2

- --------------------------------------------------------------------------------
TRIARC COMPANIES, INC.

SECURITY        895927309        MEETING TYPE   Annual
TICKER SYMBOL   TRYB             MEETING DATE   15-Sep-2008
ISIN            US8959273090     AGENDA         932947774 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       AMENDMENT TO TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO INCREASE THE NUMBER OF
         AUTHORIZED SHARES OF TRIARC CLASS A COMMON
         STOCK.
02       AMENDMENT TO TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO CONVERT EACH ISSUED AND
         OUTSTANDING SHARE OF CLASS B COMMON STOCK INTO
         ONE SHARE OF CLASS A COMMON STOCK.
03       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO CHANGE THE NAME OF TRIARC TO
         "WENDY'S/ARBY'S GROUP, INC."
04       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROHIBIT THE ISSUANCE OF
         PREFERRED STOCK TO AFFILIATES UNDER CERTAIN
         CIRCUMSTANCES.
05       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO AMEND THE DEFINITION OF
         "INTERESTED STOCKHOLDERS."
06       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROHIBIT THE BOARD OF DIRECTORS
         FROM AMENDING CERTAIN PROVISIONS OF THE BYLAWS.
07       AMENDMENT OF TRIARC'S CERTIFICATE OF                Management    For          For
         INCORPORATION TO PROVIDE THAT THE PURPOSE OF
         TRIARC IS TO ENGAGE IN RESTAURANT BUSINESS.
08       ISSUANCE OF COMMON STOCK IN THE MERGER.             Management    For          For
09       POSSIBLE ADJOURNMENT OF THE TRIARC ANNUAL           Management    For          For
         MEETING.
10       DIRECTOR                                            Management
         1   NELSON PELTZ                                                  For          For
         2   PETER W. MAY                                                  For          For
         3   HUGH L. CAREY                                                 For          For
         4   CLIVE CHAJET                                                  For          For
         5   EDWARD P. GARDEN                                              For          For
         6   JOSEPH A. LEVATO                                              For          For
         7   DAVID E. SCHWAB II                                            For          For
         8   ROLAND C. SMITH                                               For          For
         9   RAYMOND S. TROUBH                                             For          For
         10  R.V. UMPHENOUR, JR.                                           For          For
         11  JACK G. WASSERMAN                                             For          For
11       APPROVAL OF AN AMENDMENT TO THE TRIARC AMENDED      Management    For          For
         AND RESTATED 2002 EQUITY PARTICIPATION PLAN.
12       RATIFICATION OF INDEPENDENT REGISTERED PUBLIC       Management    For          For
         ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
DISCOVERY HOLDING COMPANY

SECURITY        25468Y107        MEETING TYPE   Annual
TICKER SYMBOL   DISCA            MEETING DATE   16-Sep-2008
ISIN            US25468Y1073     AGENDA         932945655 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       MERGER PROPOSAL: TO CONSIDER AND VOTE UPON A        Management    For          For
         PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF
         MERGER, DATED AS OF JUNE 4, 2008.
02       PREFERRED STOCK ISSUANCE PROPOSAL: TO CONSIDER      Management    For          For
         AND VOTE UPON A PROPOSAL TO ISSUE NEW DISCOVERY
         SERIES A AND SERIES C CONVERTIBLE PREFERRED
         STOCK TO ADVANCE/NEWHOUSE PROGRAMMING
         PARTNERSHIP.
03       AUTHORIZED STOCK PROPOSAL: TO CONSIDER AND VOTE     Management    For          For
         UPON A PROPOSAL TO INCREASE THE NUMBER OF
         SHARES OF COMMON STOCK AND PREFERRED STOCK
         WHICH NEW DISCOVERY WILL HAVE AUTHORITY TO ISSUE.
04       INCENTIVE PLAN PROPOSAL: TO CONSIDER AND VOTE       Management    Against      Against
         UPON A PROPOSAL TO INCREASE THE NUMBER OF
         SHARES OF COMMON STOCK WITH RESPECT TO WHICH
         AWARDS MAY BE GRANTED UNDER THE DISCOVERY
         HOLDING COMPANY 2005 INCENTIVE PLAN.
05       DIRECTOR                                            Management
         1   JOHN C MALONE                                                 For          For
         2   ROBERT R BENNETT                                              For          For
06       AUDITOR RATIFICATION PROPOSAL: TO CONSIDER AND      Management    For          For
         VOTE UPON A PROPOSAL TO RATIFY THE SELECTION OF
         KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE
         FISCAL YEAR ENDING DECEMBER 31, 2008.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      3

- --------------------------------------------------------------------------------
HILB ROGAL & HOBBS COMPANY

SECURITY        431294107        MEETING TYPE   Special
TICKER SYMBOL   HRH              MEETING DATE   29-Sep-2008
ISIN            US4312941077     AGENDA         932950911 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE        Management    For          For
         AND ADOPT THE AGREEMENT AND PLAN OF MERGER,
         DATED AS OF JUNE 7, 2008, BY AND AMONG WILLIS GROUP
         HOLDINGS LIMITED, HERMES ACQUISITION CORP.
         ("MERGER SUB") AND HILB ROGAL & HOBBS COMPANY
         ("HRH"), AS THE SAME MAY BE AMENDED FROM TIME TO
         TIME, PURSUANT TO WHICH HRH WILL MERGE WITH AND
         INTO MERGER SUB.
02       TO CONSIDER AND VOTE UPON THE ADJOURNMENT OR        Management    For          For
         POSTPONEMENT OF THE SPECIAL MEETING OF HRH
         SHAREHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL
         PROXIES.


- --------------------------------------------------------------------------------
LAWSON SOFTWARE, INC.

SECURITY        52078P102        MEETING TYPE   Annual
TICKER SYMBOL   LWSN             MEETING DATE   16-Oct-2008
ISIN            US52078P1021     AGENDA         932950074 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   STEVEN C. CHANG                                               For          For
         2   HARRY DEBES                                                   For          For
         3   PETER GYENES                                                  For          For
         4   DAVID R. HUBERS                                               For          For
         5   H. RICHARD LAWSON                                             For          For
         6   MICHAEL A. ROCCA                                              For          For
         7   ROBERT A. SCHRIESHEIM                                         For          For
         8   ROMESH WADHWANI                                               For          For
         9   PAUL WAHL                                                     For          For
02       PROPOSAL TO RATIY AND APPROVE APPOINTMENT OF        Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
         YEAR ENDING MAY 31, 2009


- --------------------------------------------------------------------------------
TEXAS INDUSTRIES, INC.

SECURITY        882491103        MEETING TYPE   Contested-Consent
TICKER SYMBOL   TXI              MEETING DATE   21-Oct-2008
ISIN            US8824911031     AGENDA         932950719 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   SAM COATS                                                     For          For
         2   THOMAS R. RANSDELL                                            For          For
02       TO APPROVE THE SELECTION OF ERNST & YOUNG LLP AS    Management    For          For
         OUR INDEPENDENT AUDITORS
03       TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING A      Shareholder   Against      For
         SUSTAINABILITY REPORT IF SUCH PROPOSAL IS
         PROPERLY PRESENTED AT THE MEETING


- --------------------------------------------------------------------------------
KIMBALL INTERNATIONAL, INC.

SECURITY        494274103        MEETING TYPE   Annual
TICKER SYMBOL   KBALB            MEETING DATE   21-Oct-2008
ISIN            US4942741038     AGENDA         932954298 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   DR. JACK R. WENTWORTH                                         For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      4

- --------------------------------------------------------------------------------
MAGNETEK, INC.

SECURITY        559424106        MEETING TYPE   Annual
TICKER SYMBOL   MAG              MEETING DATE   24-Oct-2008
ISIN            US5594241060     AGENDA         932955214 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   DEWAIN K. CROSS                                               For          For
         2   DAVID A. BLOSS, SR.                                           For          For
         3   YON Y. JORDEN                                                 For          For
         4   MITCHELL I. QUAIN                                             For          For
         5   DAVID P. REILAND                                              For          For
02       RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG    Management    For          For
         LLP TO SERVE AS THE COMPANY'S INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.


- --------------------------------------------------------------------------------
LECROY CORPORATION

SECURITY        52324W109        MEETING TYPE   Annual
TICKER SYMBOL   LCRY             MEETING DATE   03-Nov-2008
ISIN            US52324W1099     AGENDA         932960037 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   NORMAN R. ROBERTSON**                                         For          For
         2   ROBERT W. CHLEBEK**                                           For          For
02       APPROVAL OF THE 2008 STOCK INCENTIVE PLAN.          Management    Against      Against
03       RATIFICATION OF KPMG LLP AS THE COMPANY'S           Management    For          For
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
OSI SYSTEMS, INC.

SECURITY        671044105        MEETING TYPE   Annual
TICKER SYMBOL   OSIS             MEETING DATE   08-Dec-2008
ISIN            US6710441055     AGENDA         932966154 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   DEEPAK CHOPRA                                                 For          For
         2   AJAY MEHRA                                                    For          For
         3   STEVEN C. GOOD                                                For          For
         4   MEYER LUSKIN                                                  For          For
         5   CHAND R. VISWANATHAN                                          For          For
         6   LESLIE E. BIDER                                               For          For
02       TO RATIFY THE APPOINTMENT OF MOSS ADAMS LLP AS      Management    For          For
         THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
         30, 2009.
03       TO APPROVE THE ADOPTION TO THE OSI SYSTEMS, INC.    Management    For          For
         2008 EMPLOYEE STOCK PURCHASE PLAN, INCLUDING THE
         RESERVATION OF 1,500,000 SHARES OF THE COMPANYS'S
         COMMON STOCK FOR ISSUANCE THEREUNDER.


- --------------------------------------------------------------------------------
ROBBINS & MYERS, INC.

SECURITY        770196103        MEETING TYPE   Annual
TICKER SYMBOL   RBN              MEETING DATE   07-Jan-2009
ISIN            US7701961036     AGENDA         932981904 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ANDREW G. LAMPEREUR                                           For          For
         2   THOMAS P. LOFTIS                                              For          For
         3   DALE L. MEDFORD                                               For          For
         4   ALBERT J. NEUPAVER                                            For          For
02       APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP    Management    For          For
         AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
         AUGUST 31, 2009.


- --------------------------------------------------------------------------------
ALBERTO-CULVER COMPANY

SECURITY        013078100        MEETING TYPE   Annual
TICKER SYMBOL   ACV              MEETING DATE   22-Jan-2009
ISIN            US0130781000     AGENDA         932983679 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   CAROL L. BERNICK                                              For          For
         2   GEORGE L. FOTIADES                                            For          For
         3   KING HARRIS                                                   For          For
         4   V. JAMES MARINO                                               For          For




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      5

- --------------------------------------------------------------------------------
PENFORD CORPORATION

SECURITY        707051108        MEETING TYPE   Annual
TICKER SYMBOL   PENX             MEETING DATE   26-Jan-2009
ISIN            US7070511081     AGENDA         932985205 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   R. RANDOLPH DEVENING                                          For          For
         2   PAUL H. HATFIELD                                              For          For
02       PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &       Management    For          For
         YOUNG LLP AS THE COMPANY'S INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
SURMODICS, INC.

SECURITY        868873100        MEETING TYPE   Annual
TICKER SYMBOL   SRDX             MEETING DATE   02-Feb-2009
ISIN            US8688731004     AGENDA         932987312 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   BRUCE J BARCLAY                                               For          For
         2   JOSE H. BEDOYA                                                For          For
         3   JOHN A. MESLOW                                                For          For
02       SET THE NUMBER OF DIRECTORS AT TEN (10).            Management    For          For
03       RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS  Management    For          For
         SURMODICS' INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR FISCAL YEAR 2009.


- --------------------------------------------------------------------------------
ROCHESTER MEDICAL CORPORATION

SECURITY        771497104        MEETING TYPE   Annual
TICKER SYMBOL   ROCM             MEETING DATE   03-Feb-2009
ISIN            US7714971048     AGENDA         932988100 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   DARNELL L. BOEHM                                              For          For
         2   ANTHONY J. CONWAY                                             For          For
         3   DAVID A. JONAS                                                For          For
         4   ROGER W. SCHNOBRICH                                           For          For
         5   BENSON SMITH                                                  For          For


- --------------------------------------------------------------------------------
MTS SYSTEMS CORPORATION

SECURITY        553777103        MEETING TYPE   Annual
TICKER SYMBOL   MTSC             MEETING DATE   04-Feb-2009
ISIN            US5537771033     AGENDA         932984633 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JEAN-LOU CHAMEAU                                              For          For
         2   MERLIN E. DEWING                                              For          For
         3   LAURA B. HAMILTON                                             For          For
         4   BRENDAN C. HEGARTY                                            For          For
         5   LOIS M. MARTIN                                                For          For
         6   JOSEPH M. O'DONNELL                                           For          For
         7   BARB J. SAMARDZICH                                            For          For
02       TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE        Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR FISCAL 2009.


- --------------------------------------------------------------------------------
KEY TECHNOLOGY, INC.

SECURITY        493143101        MEETING TYPE   Annual
TICKER SYMBOL   KTEC             MEETING DATE   04-Feb-2009
ISIN            US4931431013     AGENDA         932987691 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   GARY F. LOCKE                                                 For          For
         2   MICHAEL L. SHANNON                                            For          For
         3   DONALD A. WASHBURN                                            For          For
02       PROPOSAL TO RATIFY SELECTION OF GRANT THORNTON      Management    For          For
         LLP AS THE COMPANY'S INDEPENDENT REGISTERED
         PUBLIC ACCOUNTANTS FOR THE 2009 FISCAL YEAR.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      6

- --------------------------------------------------------------------------------
GRIFFON CORPORATION

SECURITY        398433102        MEETING TYPE   Annual
TICKER SYMBOL   GFF              MEETING DATE   04-Feb-2009
ISIN            US3984331021     AGENDA         932988225 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   HARVEY R. BLAU                                                For          For
         2   GERALD J. CARDINALE                                           For          For
         3   BRADLEY J. GROSS                                              For          For
         4   GEN. DONALD J. KUTYNA                                         For          For
         5   JAMES A. MITAROTONDA                                          For          For
02       APPROVAL OF AMENDMENT TO THE GRIFFON                Management    Against      Against
         CORPORATION 2006 EQUITY INCENTIVE PLAN TO
         INCREASE THE NUMBER OF SHARES OF COMMON STOCK
         FOR GRANT UNDER THE PLAN BY 5,750,000 SHARES.
03       APPROVAL OF AMENDMENT TO THE GRIFFON                Management    For          For
         CORPORATION 2006 EQUITY INCENTIVE PLAN TO
         INCREASE THE NUMBER OF SHARES THAT MAY BE
         GRANTED TO ANY ONE PARTICIPANT IN ANY ONE FISCAL
         YEAR TO 1,500,000 SHARES.
04       RATIFICATION OF THE SELECTION BY OUR AUDIT          Management    For          For
         COMMITTEE OF GRANT THORNTON LLP TO SERVE AS OUR
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         FOR FISCAL 2009.


- --------------------------------------------------------------------------------
POWELL INDUSTRIES, INC.

SECURITY        739128106        MEETING TYPE   Annual
TICKER SYMBOL   POWL             MEETING DATE   27-Feb-2009
ISIN            US7391281067     AGENDA         932992604 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JAMES F. CLARK                                                For          For
         2   STEPHEN W. SEALE, JR.                                         For          For
         3   ROBERT C. TRANCHON                                            For          For


- --------------------------------------------------------------------------------
TIER TECHNOLOGIES, INC.

SECURITY        88650Q100        MEETING TYPE   Contested-Annual
TICKER SYMBOL   TIER             MEETING DATE   11-Mar-2009
ISIN            US88650Q1004     AGENDA         932999216 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   CHARLES W. BERGER                                             For          For
         2   SAMUEL CABOT III                                              For          For
         3   JOHN J. DELUCCA                                               For          For
         4   MORGAN P. GUENTHER                                            For          For
         5   PHILIP G. HEASLEY                                             For          For
         6   DAVID A. POE                                                  For          For
         7   RONALD L. ROSSETTI                                            For          For
02       TO RATIFY THE SELECTION OF MCGLADREY & PULLEN, LLP  Management    For          For
         AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
         SEPTEMBER 30, 2009.
03       TO APPROVE A SHAREHOLDER PROPOSAL REGARDING         Shareholder   For          Against
         OUR SHAREHOLDER RIGHTS PLAN.
04       TO APPROVE A SHAREHOLDER PROPOSAL REGARDING         Shareholder   Against      For
         SPECIAL MEETINGS.


- --------------------------------------------------------------------------------
HERLEY INDUSTRIES, INC.

SECURITY        427398102        MEETING TYPE   Annual
TICKER SYMBOL   HRLY             MEETING DATE   17-Mar-2009
ISIN            US4273981021     AGENDA         932996133 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JOHN A. THONET                                                For          For
         2   CARLOS C. CAMPBELL                                            For          For
02       RATIFICATION OF THE APPOINTMENT OF MARCUM &         Management    For          For
         KLIEGMAN LLP AS THE COMPANY'S INDEPENDENT
         REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
         ENDING AUGUST 2, 2009.


- --------------------------------------------------------------------------------
THE TORO COMPANY

SECURITY        891092108        MEETING TYPE   Annual
TICKER SYMBOL   TTC              MEETING DATE   18-Mar-2009
ISIN            US8910921084     AGENDA         932995991 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JANET K. COOPER                                               For          For
         2   GARY L. ELLIS                                                 For          For
         3   GREGG W. STEINHAFEL                                           For          For
02       APPROVE AN AMENDMENT TO THE TORO COMPANY 2000       Management    Against      Against
         DIRECTORS STOCK PLAN TO INCREASE THE NUMBER OF
         SHARES OF OUR COMMON STOCK AUTHORIZED FOR
         ISSUANCE UNDER THE PLAN BY 65,000.
03       RATIFY THE SELECTION OF KPMG LLP AS OUR             Management    For          For
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         FOR OUR FISCAL YEAR ENDING OCTOBER 31, 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      7

- --------------------------------------------------------------------------------
KAMAN CORPORATION

SECURITY        483548103        MEETING TYPE   Annual
TICKER SYMBOL   KAMN             MEETING DATE   15-Apr-2009
ISIN            US4835481031     AGENDA         933002521 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   E. REEVES CALLAWAY III                                        For          For
         2   KAREN M. GARRISON                                             For          For
         3   A. WILLIAM HIGGINS                                            For          For
02       TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE        Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE ENSUING YEAR.


- --------------------------------------------------------------------------------
NEWALLIANCE BANCSHARES, INC.

SECURITY        650203102        MEETING TYPE   Annual
TICKER SYMBOL   NAL              MEETING DATE   20-Apr-2009
ISIN            US6502031023     AGENDA         933010287 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ROBERT J. LYONS, JR.                                          For          For
         2   ERIC A. MARZIALI                                              For          For
         3   JULIA M. MCNAMARA                                             For          For
         4   PEYTON R. PATTERSON                                           For          For
         5   GERALD B. ROSENBERG                                           For          For
02       TO RATIFY THE APPOINTMENT OF THE FIRM OF            Management    For          For
         PRICEWATERHOUSECOOPERS, LLP AS INDEPENDENT
         AUDITORS (PROPOSAL 2).
03       TO PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER    Management    For          For
         BUSINESS THAT PROPERLY COMES BEFORE THE ANNUAL
         MEETING OR ANY ADJOURNMENTS OF THE MEETING, IN
         ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
         OF THE BOARD OF DIRECTORS.


- --------------------------------------------------------------------------------
WILLIS GROUP HOLDINGS LIMITED

SECURITY        G96655108        MEETING TYPE   Annual
TICKER SYMBOL   WSH              MEETING DATE   22-Apr-2009
ISIN            BMG966551084     AGENDA         933007963 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
1A       ELECTION OF DIRECTOR: WILLIAM W. BRADLEY            Management    For          For
1B       ELECTION OF DIRECTOR: JOSEPH A. CALIFANO JR.        Management    For          For
1C       ELECTION OF DIRECTOR: ANNA C. CATALANO              Management    For          For
1D       ELECTION OF DIRECTOR: SIR ROY GARDNER               Management    For          For
1E       ELECTION OF DIRECTOR: SIR JEREMY HANLEY             Management    For          For
1F       ELECTION OF DIRECTOR: ROBYN S. KRAVIT               Management    For          For
1G       ELECTION OF DIRECTOR: JEFFREY B. LANE               Management    For          For
1H       ELECTION OF DIRECTOR: WENDY E. LANE                 Management    For          For
1I       ELECTION OF DIRECTOR: JAMES F. MCCANN               Management    For          For
1J       ELECTION OF DIRECTOR: JOSEPH J. PLUMERI             Management    For          For
1K       ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS.           Management    For          For
02       TO REAPPOINT DELOITTE LLP AS THE COMPANY'S          Management    For          For
         INDEPENDENT AUDITOR UNTIL THE CLOSE OF THE NEXT
         ANNUAL GENERAL MEETING AND TO AUTHORIZE THE
         AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO FIX
         THE INDEPENDENT AUDITORS' REMUNERATION.


- --------------------------------------------------------------------------------
VALMONT INDUSTRIES, INC.

SECURITY        920253101        MEETING TYPE   Annual
TICKER SYMBOL   VMI              MEETING DATE   27-Apr-2009
ISIN            US9202531011     AGENDA         933017697 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   GLEN A. BARTON                                                For          For
         2   DANIEL P. NEARY                                               For          For
         3   KENNETH E. STINSON                                            For          For
02       PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &    Management    For          For
         TOUCHE LLP AS INDEPENDENT AUDITORS FOR FISCAL
         2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      8

- --------------------------------------------------------------------------------
HMN FINANCIAL, INC.

SECURITY        40424G108        MEETING TYPE   Annual
TICKER SYMBOL   HMNF             MEETING DATE   28-Apr-2009
ISIN            US40424G1085     AGENDA         933015237 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   MAHLON C. SCHNEIDER                                           For          For
         2   HUGH C. SMITH                                                 For          For
02       THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS  Management    For          For
         THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
         FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
         DECEMBER 31, 2009.
03       THE APPROVAL OF THE HMN FINANCIAL, INC. 2009 EQUITY Management    Against      Against
         INCENTIVE PLAN.
04       THE APPROVAL, IN AN ADVISORY (NON-BINDING) VOTE, OF Management    For          For
         THE COMPENSATION OF EXECUTIVES, AS DISCLOSED IN
         THE PROXY STATEMENT.


- --------------------------------------------------------------------------------
FMC CORPORATION

SECURITY        302491303        MEETING TYPE   Annual
TICKER SYMBOL   FMC              MEETING DATE   28-Apr-2009
ISIN            US3024913036     AGENDA         933016049 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
1A       ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR      Management    For          For
         TERM EXPIRING IN 2012: PATRICIA A. BUFFLER
1B       ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR      Management    For          For
         TERM EXPIRING IN 2012: G. PETER D'ALOIA
1C       ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR      Management    For          For
         TERM EXPIRING IN 2012: C. SCOTT GREER
1D       ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR      Management    For          For
         TERM EXPIRING IN 2012: PAUL J. NORRIS
1E       ELECTION OF CLASS III DIRECTOR FOR A ONE-YEAR TERM  Management    For          For
         EXPIRING IN 2010: DIRK A. KEMPTHORNE
02       RATIFICATION OF THE APPOINTMENT OF INDEPENDENT      Management    For          For
         REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
DELUXE CORPORATION

SECURITY        248019101        MEETING TYPE   Annual
TICKER SYMBOL   DLX              MEETING DATE   29-Apr-2009
ISIN            US2480191012     AGENDA         933010821 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   RONALD C. BALDWIN                                             For          For
         2   CHARLES A. HAGGERTY                                           For          For
         3   ISAIAH HARRIS, JR.                                            For          For
         4   DON J. MCGRATH                                                For          For
         5   CHERYL E. MAYBERRY                                            For          For
         6   NEIL J. METVINER                                              For          For
         7   STEPHEN P. NACHTSHEIM                                         For          For
         8   MARY ANN O'DWYER                                              For          For
         9   MARTYN R. REDGRAVE                                            For          For
         10  LEE J. SCHRAM                                                 For          For
02       RATIFICATION OF THE APPOINTMENT OF                  Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS DELUXE
         CORPORATION'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
         2009.


- --------------------------------------------------------------------------------
CHURCH & DWIGHT CO., INC.

SECURITY        171340102        MEETING TYPE   Annual
TICKER SYMBOL   CHD              MEETING DATE   30-Apr-2009
ISIN            US1713401024     AGENDA         933011380 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   T. ROSIE ALBRIGHT                                             For          For
         2   RAVICHANDRA K. SALIGRAM                                       For          For
         3   ROBERT K. SHEARER                                             For          For
02       RATIFICATION OF THE APPOINTMENT OF DELOITTE &       Management    For          For
         TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM TO AUDIT THE CHURCH & DWIGHT CO.,
         INC. 2009 CONSOLIDATED FINANCIAL STATEMENTS.


- --------------------------------------------------------------------------------
ARCH CHEMICALS, INC.

SECURITY        03937R102        MEETING TYPE   Annual
TICKER SYMBOL   ARJ              MEETING DATE   30-Apr-2009
ISIN            US03937R1023     AGENDA         933012611 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   WILLIAM H. POWELL                                             For          For
         2   DANIEL S. SANDERS                                             For          For
         3   JANICE J. TEAL                                                For          For
02       APPROVAL OF THE ARCH CHEMICALS, INC. 2009 LONG      Management    For          For
         TERM INCENTIVE PLAN.
03       RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS      Management    For          For
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                      9

- --------------------------------------------------------------------------------
THE BRINK'S COMPANY

SECURITY        109696104        MEETING TYPE   Annual
TICKER SYMBOL   BCO              MEETING DATE   01-May-2009
ISIN            US1096961040     AGENDA         933016164 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ROGER G. ACKERMAN**                                           For          For
         2   BETTY C. ALEWINE*                                             For          For
         3   MICHAEL J. HERLING*                                           For          For
         4   THOMAS C. SCHIEVELBEIN*                                       For          For
         5   ROBERT J. STRANG**                                            For          For
02       APPROVE THE AUDIT AND ETHICS COMMITTEE'S            Management    For          For
         SELECTION OF KPMG LLP AS AN INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
         ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
         THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
WEST PHARMACEUTICAL SERVICES, INC.

SECURITY        955306105        MEETING TYPE   Annual
TICKER SYMBOL   WST              MEETING DATE   05-May-2009
ISIN            US9553061055     AGENDA         933033639 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   PAULA A. JOHNSON                                              For          For
         2   ANTHONY WELTERS                                               For          For
         3   PATRICK J. ZENNER                                             For          For
02       TO RATIFY THE APPOINTMENT OF                        Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
PINNACLE ENTERTAINMENT, INC.

SECURITY        723456109        MEETING TYPE   Annual
TICKER SYMBOL   PNK              MEETING DATE   05-May-2009
ISIN            US7234561097     AGENDA         933059809 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   DANIEL R. LEE                                                 For          For
         2   STEPHEN C. COMER                                              For          For
         3   JOHN V. GIOVENCO                                              For          For
         4   RICHARD J. GOEGLEIN                                           For          For
         5   ELLIS LANDAU                                                  For          For
         6   BRUCE A. LESLIE                                               For          For
         7   JAMES L. MARTINEAU                                            For          For
         8   MICHAEL ORNEST                                                For          For
         9   LYNN P. REITNOUER                                             For          For
02       PROPOSAL TO AMEND THE COMPANY'S EXISTING EQUITY     Management    For          For
         PLANS AND INDUCEMENT OPTION GRANTS TO PERMIT A
         ONE-TIME VALUE-FOR-VALUE STOCK OPTION EXCHANGE
         PROGRAM.
03       APPROVAL OF THE APPOINTMENT OF THE COMPANY'S        Management    For          For
         INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR.


- --------------------------------------------------------------------------------
PEPSIAMERICAS, INC.

SECURITY        71343P200        MEETING TYPE   Annual
TICKER SYMBOL   PAS              MEETING DATE   07-May-2009
ISIN            US71343P2002     AGENDA         933019312 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
1A       ELECTION OF DIRECTOR: HERBERT M. BAUM               Management    For          For
1B       ELECTION OF DIRECTOR: RICHARD G. CLINE              Management    For          For
1C       ELECTION OF DIRECTOR: MICHAEL J. CORLISS            Management    For          For
1D       ELECTION OF DIRECTOR: PIERRE S. DU PONT             Management    For          For
1E       ELECTION OF DIRECTOR: ARCHIE R. DYKES               Management    For          For
1F       ELECTION OF DIRECTOR: JAROBIN GILBERT, JR.          Management    For          For
1G       ELECTION OF DIRECTOR: JAMES R. KACKLEY              Management    For          For
1H       ELECTION OF DIRECTOR: MATTHEW M. MCKENNA            Management    For          For
1I       ELECTION OF DIRECTOR: ROBERT C. POHLAD              Management    For          For
1J       ELECTION OF DIRECTOR: DEBORAH E. POWELL             Management    For          For
02       APPROVAL OF 2009 LONG-TERM INCENTIVE PLAN.          Management    For          For
03       RATIFICATION OF APPOINTMENT OF INDEPENDENT          Management    For          For
         REGISTERED PUBLIC ACCOUNTANTS.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                     10

- --------------------------------------------------------------------------------
STRATASYS, INC.

SECURITY        862685104        MEETING TYPE   Annual
TICKER SYMBOL   SSYS             MEETING DATE   07-May-2009
ISIN            US8626851047     AGENDA         933039059 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   S. SCOTT CRUMP                                                For          For
         2   RALPH E. CRUMP                                                For          For
         3   EDWARD J. FIERKO                                              For          For
         4   JOHN J. MCELENEY                                              For          For
         5   CLIFFORD H. SCHWIETER                                         For          For
         6   GREGORY L. WILSON                                             For          For


- --------------------------------------------------------------------------------
GAYLORD ENTERTAINMENT COMPANY

SECURITY        367905106        MEETING TYPE   Annual
TICKER SYMBOL   GET              MEETING DATE   07-May-2009
ISIN            US3679051066     AGENDA         933043856 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   GLENN J. ANGIOLILLO                                           For          For
         2   MICHAEL J. BENDER                                             For          For
         3   E.K. GAYLORD II                                               For          For
         4   RALPH HORN                                                    For          For
         5   DAVID W. JOHNSON                                              For          For
         6   ELLEN LEVINE                                                  For          For
         7   ROBERT S. PRATHER, JR.                                        For          For
         8   COLIN V. REED                                                 For          For
         9   MICHAEL D. ROSE                                               For          For
         10  MICHAEL I. ROTH                                               For          For
         11  ROBERT B. ROWLING                                             For          For
02       PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &       Management    For          For
         YOUNG LLP AS THE COMPANY'S INDEPENDENT
         REGISTERED PUBLIC ACCOUNTING FIRM.


- --------------------------------------------------------------------------------
BRINK'S HOME SECURITY HOLDINGS, INC.

SECURITY        109699108        MEETING TYPE   Annual
TICKER SYMBOL   CFL              MEETING DATE   08-May-2009
ISIN            US1096991088     AGENDA         933047070 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ROBERT B. ALLEN                                               For          For
         2   MICHAEL S. GILLILAND                                          For          For
02       RATIFY THE APPOINTMENT OF KPMG LLP AS AN            Management    For          For
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
DISCOVERY COMMUNICATIONS, INC.

SECURITY        25470F104        MEETING TYPE   Annual
TICKER SYMBOL   DISCA            MEETING DATE   11-May-2009
ISIN            US25470F1049     AGENDA         933026381 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ROBERT R. BECK                                                For          For
         2   J. DAVID WARGO                                                For          For
02       RATIFICATION OF THE APPOINTMENT OF                  Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS DISCOVERY
         COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED
         PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
         DECEMBER 31, 2009


- --------------------------------------------------------------------------------
MARINER ENERGY, INC.

SECURITY        56845T305        MEETING TYPE   Annual
TICKER SYMBOL   ME               MEETING DATE   11-May-2009
ISIN            US56845T3059     AGENDA         933040052 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   BERNARD ARONSON                                               For          For
         2   H. CLAYTON PETERSON                                           For          For
02       RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP  Management    For          For
         AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
         ENDING DECEMBER 31, 2009.
03       APPROVAL OF THE MARINER ENERGY, INC. THIRD          Management    Against      Against
         AMENDED AND RESTATED STOCK INCENTIVE PLAN.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                     11

- --------------------------------------------------------------------------------
HICKORYTECH CORPORATION

SECURITY        429060106        MEETING TYPE   Annual
TICKER SYMBOL   HTCO             MEETING DATE   12-May-2009
ISIN            US4290601065     AGENDA         933023068 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   LYLE T. BOSACKER                                              For          For
         2   MYRITA P. CRAIG                                               For          For
         3   JOHN W. FINKE                                                 For          For


- --------------------------------------------------------------------------------
MIDAS, INC.

SECURITY        595626102        MEETING TYPE   Annual
TICKER SYMBOL   MDS              MEETING DATE   12-May-2009
ISIN            US5956261029     AGENDA         933048654 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JAROBIN GILBERT, JR.                                          For          For
         2   DIANE L. ROUTSON                                              For          For
02       RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE  Management    For          For
         INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL
         YEAR ENDING JANUARY 2, 2010.


- --------------------------------------------------------------------------------
PICO HOLDINGS, INC.

SECURITY        693366205        MEETING TYPE   Annual
TICKER SYMBOL   PICO             MEETING DATE   15-May-2009
ISIN            US6933662057     AGENDA         933029541 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   S.W. FOULKROD, III ESQ.                                       For          For
         2   RICHARD D. RUPPERT, MD                                        For          For
02       RATIFICATION OF DELOITTE & TOUCHE LLP TO PERFORM    Management    For          For
         THE ANNUAL AUDIT OF THE COMPANY'S 2009 FINANCIAL
         STATEMENTS.


- --------------------------------------------------------------------------------
SPARTAN MOTORS, INC.

SECURITY        846819100        MEETING TYPE   Annual
TICKER SYMBOL   SPAR             MEETING DATE   20-May-2009
ISIN            US8468191007     AGENDA         933059443 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   KENNETH KACZMAREK                                             For          For
         2   JOHN E. SZTYKIEL                                              For          For
02       PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S            Management    For          For
         APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT
         AUDITORS FOR THE CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
SHUTTERFLY INC

SECURITY        82568P304        MEETING TYPE   Annual
TICKER SYMBOL   SFLY             MEETING DATE   21-May-2009
ISIN            US82568P3047     AGENDA         933044858 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JEFFREY T. HOUSENBOLD                                         For          For
         2   STEPHEN J. KILLEEN                                            For          For
         3   JAMES N. WHITE                                                For          For
02       REAPPROVAL OF THE SECTION 162(M) PROVISIONS OF THE  Management    For          For
         2006 EQUITY INCENTIVE PLAN.
03       RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS      Management    For          For
         LLP AS OUR INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
         DECEMBER 31, 2009.


- --------------------------------------------------------------------------------
L.B. FOSTER COMPANY

SECURITY        350060109        MEETING TYPE   Annual
TICKER SYMBOL   FSTR             MEETING DATE   21-May-2009
ISIN            US3500601097     AGENDA         933046193 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   G. THOMAS MCKANE                                              For          For
         2   WILLIAM H. RACKOFF                                            For          For
         3   DIANE B. OWEN                                                 For          For
         4   PETER MCILROY II                                              For          For
         5   SUZANNE B. ROWLAND                                            For          For
         6   LEE B. FOSTER II                                              For          For
         7   STAN L. HASSELBUSCH                                           For          For
02       RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTANTS FOR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                     12

- --------------------------------------------------------------------------------
RAVEN INDUSTRIES, INC.

SECURITY        754212108        MEETING TYPE   Annual
TICKER SYMBOL   RAVN             MEETING DATE   21-May-2009
ISIN            US7542121089     AGENDA         933051093 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ANTHONY W. BOUR                                               For          For
         2   DAVID A. CHRISTENSEN                                          For          For
         3   THOMAS S. EVERIST                                             For          For
         4   MARK E. GRIFFIN                                               For          For
         5   CONRAD J. HOIGAARD                                            For          For
         6   KEVIN T. KIRBY                                                For          For
         7   CYNTHIA H. MILLIGAN                                           For          For
         8   RONALD M. MOQUIST                                             For          For
         9   DANIEL A. RYKHUS                                              For          For
02       PROPOSAL TO RATIFIY THE APPOINTMENT OF              Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
         INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
         FOR THE COMPANY'S CURRENT FISCAL YEAR.


- --------------------------------------------------------------------------------
INTERMEC, INC.

SECURITY        458786100        MEETING TYPE   Annual
TICKER SYMBOL   IN               MEETING DATE   27-May-2009
ISIN            US4587861000     AGENDA         933053530 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
1A       ELECTION OF DIRECTOR: PATRICK J. BYRNE              Management    For          For
1B       ELECTION OF DIRECTOR: ERIC J. DRAUT                 Management    For          For
1C       ELECTION OF DIRECTOR: GREGORY K. HINCKLEY           Management    For          For
1D       ELECTION OF DIRECTOR: LYDIA H. KENNARD              Management    For          For
1E       ELECTION OF DIRECTOR: ALLEN J. LAUER                Management    For          For
1F       ELECTION OF DIRECTOR: STEPHEN P. REYNOLDS           Management    For          For
1G       ELECTION OF DIRECTOR: STEVEN B. SAMPLE              Management    For          For
1H       ELECTION OF DIRECTOR: OREN G. SHAFFER               Management    For          For
1I       ELECTION OF DIRECTOR: LARRY D. YOST                 Management    For          For
02       RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS        Management    For          For
         INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR 2009.


- --------------------------------------------------------------------------------
FURMANITE CORPORATION

SECURITY        361086101        MEETING TYPE   Annual
TICKER SYMBOL   FRM              MEETING DATE   28-May-2009
ISIN            US3610861011     AGENDA         933047587 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   SANGWOO AHN                                                   For          For
         2   CHARLES R. COX                                                For          For
         3   HANS KESSLER                                                  For          For
         4   MICHAEL L. ROSE                                               For          For
02       TO APPROVE THE AMENDMENT AND RESTATEMENT OF         Management    For          For
         THE FURMANITE CORPORATION 1994 STOCK INCENTIVE
         PLAN.


- --------------------------------------------------------------------------------
DECKERS OUTDOOR CORPORATION

SECURITY        243537107        MEETING TYPE   Annual
TICKER SYMBOL   DECK             MEETING DATE   28-May-2009
ISIN            US2435371073     AGENDA         933073760 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   ANGEL R. MARTINEZ                                             For          For
         2   REX A. LICKLIDER                                              For          For
         3   JOHN M. GIBBONS                                               For          For
         4   JOHN G. PERENCHIO                                             For          For
         5   MAUREEN CONNERS                                               For          For
         6   TORE STEEN                                                    For          For
         7   RUTH M. OWADES                                                For          For
         8   KARYN O. BARSA                                                For          For
02       TO RATIFY THE SELECTION OF KPMG LLP AS THE          Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
         2009.
03       TO APPROVE THE AMENDMENT TO THE COMPANY'S           Management    For          For
         RESTATED CERTIFICATE OF INCORPORATION TO
         INCREASE THE AUTHORIZED NUMBER OF SHARES OF
         COMMON STOCK FROM 20,000,000 SHARES TO 50,000,000
         SHARES.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                     13

- --------------------------------------------------------------------------------
TRANSACT TECHNOLOGIES INCORPORATED

SECURITY        892918103        MEETING TYPE   Annual
TICKER SYMBOL   TACT             MEETING DATE   28-May-2009
ISIN            US8929181035     AGENDA         933079027 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   CHARLES A. DILL                                               For          For
02       RATIFICATION OF INDEPENDENT REGISTERED PUBLIC       Management    For          For
         ACCOUNTING FIRM


- --------------------------------------------------------------------------------
CHEMED CORPORATION

SECURITY        16359R103        MEETING TYPE   Contested-Annual
TICKER SYMBOL   CHE              MEETING DATE   29-May-2009
ISIN            US16359R1032     AGENDA         933070017 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   KEVIN J. MCNAMARA                                             For          For
         2   JOEL F. GEMUNDER                                              For          For
         3   PATRICK P. GRACE                                              For          For
         4   THOMAS C. HUTTON                                              For          For
         5   WALTER L. KREBS                                               For          For
         6   ANDREA R. LINDELL                                             For          For
         7   ERNEST J. MROZEK                                              For          For
         8   THOMAS P. RICE                                                For          For
         9   DONALD E. SAUNDERS                                            For          For
         10  GEORGE J. WALSH III                                           For          For
         11  FRANK E. WOOD                                                 For          For
02       RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF      Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
         ACCOUNTANTS FOR 2009.


- --------------------------------------------------------------------------------
HOME DIAGNOSTICS, INC.

SECURITY        437080104        MEETING TYPE   Annual
TICKER SYMBOL   HDIX             MEETING DATE   02-Jun-2009
ISIN            US4370801049     AGENDA         933077643 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   GEORGE H. HOLLEY                                              For          For
         2   JOSEPH H. CAPPER                                              For          For
02       TO APPROVE THE ADOPTION OF THE HOME DIAGNOSTICS,    Management    Against      Against
         INC. 2009 EQUITY INCENTIVE PLAN
03       TO RATIFY THE SELECTION OF                          Management    For          For
         PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
         REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM OF
         THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
         31, 2009


- --------------------------------------------------------------------------------
DYNAMICS RESEARCH CORPORATION

SECURITY        268057106        MEETING TYPE   Annual
TICKER SYMBOL   DRCO             MEETING DATE   03-Jun-2009
ISIN            US2680571062     AGENDA         933056827 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   GEORGE T. BABBITT, JR.                                        For          For
         2   CHARLES P. MCCAUSLAND                                         For          For


- --------------------------------------------------------------------------------
J.CREW GROUP, INC.

SECURITY        46612H402        MEETING TYPE   Annual
TICKER SYMBOL   JCG              MEETING DATE   04-Jun-2009
ISIN            US46612H4020     AGENDA         933065179 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   JAMES COULTER                                                 For          For
         2   MILLARD DREXLER                                               For          For
         3   STEVEN GRAND-JEAN                                             For          For
02       RATIFY THE APPOINTMENT OF KPMG LLP AS THE           Management    For          For
         COMPANY'S INDEPENDENT REGISTERED PUBLIC
         ACCOUNTING FIRM FOR FISCAL YEAR 2009.




ProxyEdge
Meeting Date Range: 07/01/2008 to 06/30/2009             Report Date: 07/01/2009
The Gabelli Woodland Small Cap Value Fund                                     14

- --------------------------------------------------------------------------------
EDGEWATER TECHNOLOGY, INC.

SECURITY        280358102        MEETING TYPE   Annual
TICKER SYMBOL   EDGW             MEETING DATE   10-Jun-2009
ISIN            US2803581022     AGENDA         933072390 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   SHIRLEY SINGLETON                                             For          For
         2   WAYNE WILSON                                                  For          For
         3   PAUL E. FLYNN                                                 For          For
         4   PAUL GUZZI                                                    For          For
         5   NANCY L. LEAMING                                              For          For
         6   MICHAEL R. LOEB                                               For          For
         7   BARRY B. WHITE                                                For          For
02       THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &   Management    For          For
         TOUCHE LLP BY THE AUDIT COMMITTEE OF THE BOARD OF
         DIRECTORS AND THE BOARD OF DIRECTORS AS
         INDEPENDENT ACCOUNTANTS TO AUDIT THE ACCOUNTS
         OF EDGEWATER FOR THE FISCAL YEAR ENDING
         DECEMBER 31, 2009.
03       SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE     Management    For          For
         THE MEETING OR ANY ADJOURNMENT THEREOF.


- --------------------------------------------------------------------------------
ASCENT MEDIA CORPORATION

SECURITY        043632108        MEETING TYPE   Annual
TICKER SYMBOL   ASCMA            MEETING DATE   12-Jun-2009
ISIN            US0436321089     AGENDA         933073936 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       DIRECTOR                                            Management
         1   MICHAEL J. POHL                                               For          For
02       APPROVAL OF THE ASCENT MEDIA CORPORATION 2008       Management    For          For
         INCENTIVE PLAN.
03       RATIFY SELECTION OF KPMG LLP AS OUR INDEPENDENT     Management    For          For
         AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
         2009.


- --------------------------------------------------------------------------------
BWAY HOLDING COMPANY

SECURITY        12429T104        MEETING TYPE   Special
TICKER SYMBOL   BWY              MEETING DATE   25-Jun-2009
ISIN            US12429T1043     AGENDA         933105050 - Management



                                                                                        FOR/AGAINST
ITEM     PROPOSAL                                            TYPE          VOTE         MANAGEMENT
- -------  --------------------------------------------------  ------------  -----------  -----------
                                                                            
01       APPROVAL OF AN AMENDMENT TO THE AMENDED AND         Management    For          For
         RESTATED CERTIFICATE OF INCORPORATION, AS
         DESCRIBED IN THE PROXY STATEMENT FOR THE SPECIAL
         MEETING, AMENDING ARTICLE V THEREOF TO DELETE
         PROVISION RELATING TO THE TERM OF OFFICE FOR THE
         BOARD OF DIRECTORS.
02       DIRECTOR                                            Management
         1   JEAN-PIERRE M. ERGAS                                          For          For
         2   WARREN J. HAYFORD                                             For          For
         3   EARL L. MASON                                                 For          For
         4   LAWRENCE A. MCVICKER                                          For          For
         5   DAVID M. RODERICK                                             For          For
         6   KENNETH M. ROESSLER                                           For          For
         7   WELLFORD L. SANDERS, JR                                       For          For
         8   DAVID I. WAHRHAFTIG                                           For          For
         9   THOMAS R. WALL, IV                                            For          For




                                   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 Gabelli Equity Series Funds, Inc.

By (Signature and Title)* /s/ Bruce N. Alpert
                          --------------------------------------------
                          Bruce N. Alpert, Principal Executive Officer
                          (Principal Executive Officer)

Date August 27, 2009

*    Print the name and title of each signing officer under his or her
     signature.