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: 1-800-422-3554
                                                           --------------

                      Date of fiscal year end: September 30
                                               ------------

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

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, 2010 TO JUNE 30, 2011


ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   1
The Gabelli Small Cap Growth Fund

                           Investment Company Report

MENTOR GRAPHICS CORPORATION


                                                                                                    
SECURITY                             587200106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MENT                                       MEETING DATE                 01-Jul-2010
ISIN                                 US5872001061                               AGENDA                       933293146 - 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

               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 ARTICLE III OF THE COMPANY'S 1987 RESTATED     Management          For                For
               ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER
               OF AUTHORIZED SHARES OF COMMON STOCK FROM 200,000,000 TO
               300,000,000.

03             PROPOSAL TO APPROVE THE COMPANY'S 2010 OMNIBUS INCENTIVE PLAN.   Management          Against            Against

04             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR ITS FISCAL YEAR ENDING JANUARY 31, 2011.


CHINA AUTOMOTIVE SYSTEMS, INC.


                                                                                                    
SECURITY                             16936R105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CAAS                                       MEETING DATE                 08-Jul-2010
ISIN                                 US16936R1059                               AGENDA                       933286406 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          HANLIN CHEN                                                               For                For

               2          QIZHOU WU                                                                 For                For

               3          GUANGXUN XU                                                               For                For

               4          BRUCE C. RICHARDSON                                                       For                For

               5          ROBERT TUNG                                                               For                For

2              RATIFY THE APPOINTMENT OF SCHWARTZ LEVITSKY FELDMAN LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2010.


ASCENT MEDIA CORPORATION


                                                                                                    
SECURITY                             043632108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ASCMA                                      MEETING DATE                 09-Jul-2010
ISIN                                 US0436321089                               AGENDA                       933287028 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PHILIP J. HOLTHOUSE                                                       For                For

               2          BRIAN C. MULLIGAN                                                         For                For

02             PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR              Management          For                For
               INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
               2010.
03             STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF THE           Shareholder         For                Against
               PREFERRED SHARE PURCHASE RIGHTS ISSUED PURSUANT TO OUR RIGHTS
               AGREEMENT DATED SEPTEMBER 17, 2008, AS AMENDED.


WILLAMETTE VALLEY VINEYARDS, INC.


                                                                                                    
SECURITY                             969136100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WVVI                                       MEETING DATE                 11-Jul-2010
ISIN                                 US9691361003                               AGENDA                       933295291 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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

2              RATIFICATION OF APPOINTMENT OF MOSS ADAMS, LLP AS THE            Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF WILLAMETTE
               VALLEY VINEYARDS, INC. FOR THE YEAR ENDING DECEMBER 31, 2010.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   2
The Gabelli Small Cap Growth Fund

AZZ INCORPORATED


                                                                                                    
SECURITY                             002474104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AZZ                                        MEETING DATE                 13-Jul-2010
ISIN                                 US0024741045                               AGENDA                       933293184 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DR. H. KIRK DOWNEY                                                        For                For

               2          DANIEL R. FEEHAN                                                          For                For

               3          PETER A. HEGEDUS                                                          For                For

02             APPROVAL TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS OUR    Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL
               YEAR ENDING FEBRUARY 28, 2011.


INVERNESS MEDICAL INNOVATIONS, INC.


                                                                                                    
SECURITY                             46126P106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IMA                                        MEETING DATE                 14-Jul-2010
ISIN                                 US46126P1066                               AGENDA                       933290330 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT P. KHEDERIAN                                                       For                For

               2          DAVID SCOTT, PH.D.                                                        For                For

               3          PETER TOWNSEND                                                            For                For

               4          ELI Y. ADASHI, M.D.                                                       For                For

02             APPROVAL OF AN AMENDMENT TO INVERNESS MEDICAL INNOVATIONS,       Management          For                For
               INC.'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS
               AMENDED, TO CHANGE THE NAME OF THE COMPANY.

03             APPROVAL OF THE INVERNESS MEDICAL INNOVATIONS, INC. 2010         Management          Against            Against
               STOCK OPTION AND INCENTIVE PLAN.

04             APPROVAL OF AN AMENDMENT TO INVERNESS MEDICAL INNOVATIONS,       Management          For                For
               INC.'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS
               AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
               STOCK BY 50,000,000 FROM 150,000,000 TO 200,000,000.


THE GREAT ATLANTIC & PACIFIC TEA CO INC.


                                                                                                    
SECURITY                             390064103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GAP                                        MEETING DATE                 15-Jul-2010
ISIN                                 US3900641032                               AGENDA                       933294237 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CHARTER TO     Management          Against            Against
               INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK WHICH THE
               COMPANY HAS AUTHORITY TO ISSUE FROM 160,000,000 TO 260,000,000
               SHARES.

02             DIRECTOR                                                         Management

               1          B. GAUNT                                                                  For                For

               2          D. KOURKOUMELIS                                                           For                For

               3          E. LEWIS                                                                  For                For

               4          G. MAYS                                                                   For                For

               5          M. B. TART-BEZER                                                          For                For

03             PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management          For                For
               LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM.


PARK ELECTROCHEMICAL CORP.


                                                                                                    
SECURITY                             700416209                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PKE                                        MEETING DATE                 20-Jul-2010
ISIN                                 US7004162092                               AGENDA                       933305686 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DALE BLANCHFIELD                                                          For                For

               2          LLOYD FRANK                                                               For                For

               3          EMILY J. GROEHL                                                           For                For

               4          BRIAN E. SHORE                                                            For                For

               5          STEVEN T. WARSHAW                                                         For                For

02             RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS THE         Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING FEBRUARY 27, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   3
The Gabelli Small Cap Growth Fund

SSL INTERNATIONAL PLC, LONDON


                                                                                                    
SECURITY                             G8401X108                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 22-Jul-2010
ISIN                                 GB0007981128                               AGENDA                       702528893 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Receive the report and accounts for 2010 and the auditable       Management          For                For
               part of the remuneration report
2              Approve the 2010 remuneration report                             Management          For                For

3              Declare a final dividend of 8.0 pence per ordinary share         Management          For                For

4              Re-elect Richard Adam as a Director                              Management          For                For

5              Re-elect Garry Watts as a Director                               Management          For                For

6              Re-appoint KPMG as the Auditors                                  Management          For                For

7              Authorize the Directors to set the Auditors' remuneration        Management          For                For

8              Approve to renew the authority given to Directors to allot       Management          For                For
               shares

9              Grant authority for the political donations                      Management          For                For

10             Approve the establishments of the SSL International Plc          Management          For                For
               Company Share Option Plan 2010

11             Approve the establishments of the SSL International Plc Share    Management          For                For
               Incentive Plan 2010

S.12           Approve to renew the authority given to Directors to allot       Management          For                For
               equity securities for cash including the authority to sell or
               allot treasury shares

S.13           Authorize the Company to purchase the Company's shares           Management          For                For

S.14           Grant authority for the calling of general meetings of the       Management          For                For
               Company not being an AGM  by notice of at least 14 clear days

S.15           Adopt the new Articles of Association                            Management          For                For



MODINE MANUFACTURING COMPANY


                                                                                                    
SECURITY                             607828100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MOD                                        MEETING DATE                 22-Jul-2010
ISIN                                 US6078281002                               AGENDA                       933304230 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: THOMAS A. BURKE                            Management          For                For

1B             ELECTION OF DIRECTOR: CHARLES P. COOLEY                          Management          For                For

1C             ELECTION OF DIRECTOR: GARY L. NEALE                              Management          For                For

02             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


BROWN-FORMAN CORPORATION


                                                                                                    
SECURITY                             115637100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BFA                                        MEETING DATE                 22-Jul-2010
ISIN                                 US1156371007                               AGENDA                       933306791 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: PATRICK BOUSQUET-CHAVANNE                  Management          For                For

1B             ELECTION OF DIRECTOR: GEO. GARVIN BROWN IV                       Management          For                For

1C             ELECTION OF DIRECTOR: MARTIN S. BROWN, JR.                       Management          For                For

1D             ELECTION OF DIRECTOR: JOHN D. COOK                               Management          For                For

1E             ELECTION OF DIRECTOR: SANDRA A. FRAZIER                          Management          For                For

1F             ELECTION OF DIRECTOR: RICHARD P. MAYER                           Management          For                For

1G             ELECTION OF DIRECTOR: WILLIAM E. MITCHELL                        Management          For                For

1H             ELECTION OF DIRECTOR: WILLIAM M. STREET                          Management          For                For

1I             ELECTION OF DIRECTOR: DACE BROWN STUBBS                          Management          For                For

1J             ELECTION OF DIRECTOR: PAUL C. VARGA                              Management          For                For

1K             ELECTION OF DIRECTOR: JAMES S. WELCH, JR.                        Management          For                For



MAINE & MARITIMES CORPORATION


                                                                                                    
SECURITY                             560377103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MAM                                        MEETING DATE                 22-Jul-2010
ISIN                                 US5603771032                               AGENDA                       933307173 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management          For                For
               OF MARCH 12, 2010, AMONG BHE HOLDINGS INC., BHE HOLDING SUB
               ONE INC., AND MAINE & MARITIMES CORPORATION.

02             PROPOSAL TO APPROVE THE ADJOURNMENT OF THE MEETING TO A LATER    Management          For                For
               DATE OR TIME, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
               THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH
               DDDDDDD ADJOURNMENT TO ADOPT THE AGREEMENT AND PLAN OF MERGER.

03             DIRECTOR                                                         Management

               1          RICHARD G. DAIGLE                                                         For                For

               2          DAVID N. FELCH                                                            For                For

               3          BRIAN N. HAMEL                                                            For                For

04             PROPOSAL TO RATIFY THE SELECTION OF CATURANO AND COMPANY,        Management          For                For
               P.C. AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2010.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   4
The Gabelli Small Cap Growth Fund

ITO EN,LTD.


                                                                                                    
SECURITY                             J25027103                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 27-Jul-2010
ISIN                                 JP3143000002                               AGENDA                       702544556 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

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



PLANTRONICS, INC.


                                                                                                    
SECURITY                             727493108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PLT                                        MEETING DATE                 27-Jul-2010
ISIN                                 US7274931085                               AGENDA                       933301208 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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

2              RATIFY AND APPROVE AMENDMENTS TO THE 2003 STOCK PLAN.            Management          Against            Against

3              RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PLANTRONICS
               FOR FISCAL 2011.


LEGG MASON, INC.


                                                                                                    
SECURITY                             524901105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LM                                         MEETING DATE                 27-Jul-2010
ISIN                                 US5249011058                               AGENDA                       933305535 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN T. CAHILL**                                                          For                For

               2          DENNIS R. BERESFORD*                                                      For                For

               3          NELSON PELTZ*                                                             For                For

               4          W. ALLEN REED*                                                            For                For

               5          NICHOLAS J. ST. GEORGE*                                                   For                For

02             AMENDMENT TO THE LEGG MASON, INC. EXECUTIVE INCENTIVE            Management          For                For
               COMPENSATION PLAN.

03             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

04             STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE INCENTIVE           Shareholder         Against            For
               COMPENSATION PLAN.

05             STOCKHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN.             Shareholder         Against            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   5
The Gabelli Small Cap Growth Fund

ROCK FIELD CO.,LTD.


                                                                                                    
SECURITY                             J65275109                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 28-Jul-2010
ISIN                                 JP3984200000                               AGENDA                       702539682 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

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

3              Appoint a Corporate Auditor                                      Management          For                For



HAWKINS, INC.


                                                                                                    
SECURITY                             420261109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HWKN                                       MEETING DATE                 28-Jul-2010
ISIN                                 US4202611095                               AGENDA                       933303822 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN S. MCKEON                                                            For                For

               2          JOHN R. HAWKINS                                                           For                For

               3          JAMES A. FAULCONBRIDGE                                                    For                For

               4          DUANE M. JERGENSON                                                        For                For

               5          DARYL I. SKAAR                                                            For                For

               6          JAMES T. THOMPSON                                                         For                For

               7          JEFFREY L. WRIGHT                                                         For                For

02             PROPOSAL TO APPROVE THE HAWKINS, INC. 2010 OMNIBUS INCENTIVE     Management          Against            Against
               PLAN

03             PROPOSAL TO AMEND AND RESTATE THE COMPANY'S ARTICLES OF          Management          For                For
               INCORPORATION


KEMET CORPORATION


                                                                                                    
SECURITY                             488360108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KEM                                        MEETING DATE                 28-Jul-2010
ISIN                                 US4883601084                               AGENDA                       933306753 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: ROBERT G. PAUL                             Management          For                For

1B             ELECTION OF DIRECTOR: JOSEPH D. SWANN                            Management          For                For

3              THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS      Management          For                For
               INDEPENDENT REGISTERED PUBIC ACCOUNTING FIRM FOR THE FISCAL YEAR
               ENDING MARCH 31, 2011.


NATIONAL DENTEX CORPORATION


                                                                                                    
SECURITY                             63563H109                                  MEETING TYPE                 Special
TICKER SYMBOL                        NADX                                       MEETING DATE                 29-Jul-2010
ISIN                                 US63563H1095                               AGENDA                       933307046 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             THE ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF           Management          For                For
               MERGER, DATED AS OF APRIL 2, 2010, AMONG GDC HOLDINGS, INC., A
               DELAWARE CORPORATION ("PARENT"), ROYAL ACQUISITION CORP., A
               DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
               PARENT ("MERGER SUB"), AND NATIONAL DENTEX CORPORATION, ALL AS
               MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

02             THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF       Management          For                For
               NECESSARY, TO PERMIT NATIONAL DENTEX CORPORATION TO SOLICIT
               ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT AND
               APPROVE THE AGREEMENT AND PLAN OF MERGER.


TIVO INC.


                                                                                                    
SECURITY                             888706108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TIVO                                       MEETING DATE                 04-Aug-2010
ISIN                                 US8887061088                               AGENDA                       933304987 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JEFFREY T. HINSON                                                         For                For

               2          WILLIAM CELLA                                                             For                For

02             TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S             Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING JANUARY 31, 2011.

03             TO APPROVE AN AMENDMENT TO THE AMENDED & RESTATED 2008 EQUITY    Management          Against            Against
               INCENTIVE AWARD PLAN TO RESERVE AN ADDITIONAL 5,000,000
               SHARES OF OUR COMMON STOCK FOR ISSUANCE.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   6
The Gabelli Small Cap Growth Fund

ODYSSEY HEALTHCARE, INC.


                                                                                                    
SECURITY                             67611V101                                  MEETING TYPE                 Special
TICKER SYMBOL                        ODSY                                       MEETING DATE                 09-Aug-2010
ISIN                                 US67611V1017                               AGENDA                       933309393 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO (I) APPROVE THE MERGER (THE "MERGER") OF GTO ACQUISITION      Management          For                For
               CORP., A WHOLLY-OWNED SUBSIDIARY OF GENTIVA HEALTH SERVICES,
               INC. ("GENTIVA"), WITH AND INTO ODYSSEY, RESULTING IN ODYSSEY
               BECOMING A WHOLLY-OWNED SUBSIDIARY OF GENTIVA, PURSUANT TO
               THE AGREEMENT AND PLAN OF MERGER, AMONG ODYSSEY, GENTIVA AND
               GTO ACQUISITION CORP., AND (II) ADOPT THE MERGER AGREEMENT.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,     Management          For                For
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
               VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER
               AND ADOPT THE MERGER AGREEMENT.


PRECISION CASTPARTS CORP.


                                                                                                    
SECURITY                             740189105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PCP                                        MEETING DATE                 10-Aug-2010
ISIN                                 US7401891053                               AGENDA                       933303478 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DANIEL J. MURPHY                                                          For                For

               2          STEVEN G. ROTHMEIER                                                       For                For

               3          RICHARD L. WAMBOLD                                                        For                For

               4          TIMOTHY A. WICKS                                                          For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM

03             SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD STRUCTURE        Shareholder         Against            For


MONRO MUFFLER BRAKE, INC.


                                                                                                    
SECURITY                             610236101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MNRO                                       MEETING DATE                 10-Aug-2010
ISIN                                 US6102361010                               AGENDA                       933309189 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD A. BERENSON*                                                      For                For

               2          DONALD GLICKMAN*                                                          For                For

               3          JAMES WILEN*                                                              For                For

               4          ELIZABETH A. WOLSZON*                                                     For                For

               5          ROBERT E. MELLOR**                                                        For                For

02             TO RATIFY THE AMENDMENT TO THE MONRO MUFFLER BRAKE, INC. 2007    Management          Against            Against
               STOCK INCENTIVE PLAN.

03             TO RATIFY THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS    Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               COMPANY FOR THE FISCAL YEAR ENDING MARCH 26, 2011.


ACME COMMUNICATIONS, INC.


                                                                                                    
SECURITY                             004631107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ACME                                       MEETING DATE                 12-Aug-2010
ISIN                                 US0046311074                               AGENDA                       933310322 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMIE KELLNER                                                             For                For

               2          DOUGLAS GEALY                                                             For                For

               3          THOMAS ALLEN                                                              For                For

               4          MICHAEL CORRIGAN                                                          For                For

               5          FREDERICK WASSERMAN                                                       For                For

02             TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. AS THE    Management          For                For
               INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2010.

03             IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS, TO       Management          Against            Against
               TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
               ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
               THEREOF.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   7
The Gabelli Small Cap Growth Fund

BIGLARI HOLDINGS INC.


                                                                                                    
SECURITY                             08986R101                                  MEETING TYPE                 Special
TICKER SYMBOL                        BH                                         MEETING DATE                 12-Aug-2010
ISIN                                 US08986R1014                               AGENDA                       933313809 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE, FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL       Management          Against            Against
               REVENUE CODE OF 1986, THE INCENTIVE BONUS AGREEMENT WITH THE
               INTENT OF PRESERVING THE TAX DEDUCTIBILITY TO THE CORPORATION OF
               THE COMPENSATION PAYABLE THEREUNDER.

02             TO APPROVE ONE PEOPLE FOR ETHICAL TREATMENT OF ANIMALS (PETA)    Shareholder         Against            For
               SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE SPECIAL
               MEETING.


VALUE LINE, INC.


                                                                                                    
SECURITY                             920437100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VALU                                       MEETING DATE                 17-Aug-2010
ISIN                                 US9204371002                               AGENDA                       933316994 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          H.A. BRECHER                                                              For                For

               2          M.E. APPEL                                                                For                For

               3          S.R. ANASTASIO                                                            For                For

               4          W.E. REED                                                                 For                For

               5          A. FIORE                                                                  For                For

               6          S. DAVIS                                                                  For                For

               7          T. SARKANY                                                                For                For



GENTING SINGAPORE PLC


                                                                                                    
SECURITY                             G3825Q102                                  MEETING TYPE                 ExtraOrdinary General
                                                                                                             Meeting
TICKER SYMBOL                                                                   MEETING DATE                 18-Aug-2010
ISIN                                 GB0043620292                               AGENDA                       702563114 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve the sale of the entire issued share capital of each      Management          For                For
               of i Genting International Enterprises Singapore Pte. Ltd.,
               ii Nedby Limited, iii Palomino Star Limited and iv Palomino
               World Limited to Genting Worldwide UK Limited the "Purchaser"
               on and subject to the terms and conditions of a conditional
               sale and purchase agreement dated 01 JUL 2010 entered into
               between the Company and the Purchaser the "Agreement" ,
               resulting in the divestment by the Company of its casino
               operations in the United Kingdom to the Purchaser the
               "Proposed Divestment" , details of which have been set out in
               the circular to shareholders dated 30 JUL 2010; and authorize
               the Directors of the Company and each of them to complete
               and do CONTD.

CONT           all such acts and things  including modifying the agreement      Non-Voting
               and executing all-such documents as may be required under or
               pursuant to the agreement  as they-or he may consider
               necessary, desirable or expedient or in the interests of-the
               Company to give effect to this resolution as they or he may
               deem fit


THE J. M. SMUCKER COMPANY

                                                                                                    
SECURITY                             832696405                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SJM                                        MEETING DATE                 18-Aug-2010
ISIN                                 US8326964058                               AGENDA                       933307375 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: KATHRYN W. DINDO                           Management          For                For

1B             ELECTION OF DIRECTOR: RICHARD K. SMUCKER                         Management          For                For

1C             ELECTION OF DIRECTOR: WILLIAM H. STEINBRINK                      Management          For                For

1D             ELECTION OF DIRECTOR: PAUL SMUCKER WAGSTAFF                      Management          For                For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE          Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE 2011 FISCAL YEAR.

03             APPROVAL OF THE J.M. SMUCKER COMPANY 2010 EQUITY AND             Management          For                For
               INCENTIVE COMPENSATION PLAN.


PSS WORLD MEDICAL, INC.


                                                                                                    
SECURITY                             69366A100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PSSI                                       MEETING DATE                 24-Aug-2010
ISIN                                 US69366A1007                               AGENDA                       933309292 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GARY A. CORLESS                                                           For                For

               2          MELVIN L. HECKTMAN                                                        For                For

               3          DELORES M. KESLER                                                         For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   8
The Gabelli Small Cap Growth Fund

MATRIXX INITIATIVES, INC.


                                                                                                    
SECURITY                             57685L105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MTXX                                       MEETING DATE                 25-Aug-2010
ISIN                                 US57685L1052                               AGENDA                       933313190 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN M. CLAYTON, PH.D                                                     For                For

               2          WILLIAM J. HEMELT                                                         For                For

               3          MICHAEL A. ZEHER                                                          For                For

02             TO RATIFY THE APPOINTMENT OF MAYER HOFFMAN MCCANN P.C. AS THE    Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING MARCH 31, 2011.


CAPSTONE TURBINE CORPORATION


                                                                                                    
SECURITY                             14067D102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPST                                       MEETING DATE                 26-Aug-2010
ISIN                                 US14067D1028                               AGENDA                       933309204 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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

2              TO APPROVE THE AMENDED AND RESTATED CAPSTONE TURBINE             Management          For                For
               CORPORATION EMPLOYEE STOCK PURCHASE PLAN

3              TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING MARCH 31, 2011


VITASOY INTERNATIONAL HOLDINGS LTD


                                                                                                    
SECURITY                             Y93794108                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 31-Aug-2010
ISIN                                 HK0345001611                               AGENDA                       702551917 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20100625/LTN2
               0100625142.pdf

CMMT           PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF               Non-Voting
               "ABSTAIN" Non-Voting WILL BE TREATED-THE SAME AS A "TAKE NO
               ACTION" VOTE.

1              Receive and adopt the audited financial statements and the       Management          For                For
               reports of the Directors and Auditors for the YE 31 MAR 2010

2              Declare a final dividend                                         Management          For                For

3              Declare a special dividend                                       Management          For                For

4.A.i          Re-election of Mr. Winston Yau-lai LO as a Director              Management          For                For

4A.ii          Re-election of Ms. Myrna Mo-ching LO as a Director               Management          For                For

4Aiii          Re-election of Mr. Laurence P. Eisentrager as a Director         Management          For                For

4.B            Approve to fix the remuneration of the Directors                 Management          For                For

5              Appoint the Auditors and authorize the Directors to fix their    Management          For                For
               remuneration

6.A            Grant an unconditional mandate to the Directors to issue,        Management          For                For
               allot and deal with additional shares of the Company

6.B            Grant an unconditional mandate to the Directors to repurchase    Management          For                For
               shares of the Company

6.C            Approve to add the nominal value of the shares repurchased       Management          For                For
               pursuant to Resolution 6B to the nominal value of the shares
               available pursuant to Resolution 6A

6.D            Approve the grant of options to Mr. Winston Yau-lai LO under     Management          For                For
               the Share Option Scheme


SORIN SPA, MILANO


                                                                                                    
SECURITY                             T8782F102                                  MEETING TYPE                 MIX
TICKER SYMBOL                                                                   MEETING DATE                 13-Sep-2010
ISIN                                 IT0003544431                               AGENDA                       702569700 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
A.1            Approve the termination of Directors appointment, pursuant to    Management          No Action
               Article 2386 of the Italian Civil Code; related and
               consequent resolutions

A.2            Approve the allocation of shares plan reserved to Directors      Management          No Action
               and Sorins Spa and or its subs employees and authorize the
               Board of Directors for its execution; related and consequent
               resolutions

A.3            Approve to buy back and dispose of own shares plan in            Management          No Action
               compliance with Article 2357 and 2357 TER of the Italian
               Civil Code and authorize the Board of Directors for its
               execution; related and consequent resolutions

E.1            Approve to update the Article 5 of the By-Laws; related and      Management          No Action
               consequent resolutions




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   9
The Gabelli Small Cap Growth Fund


                                                                                                           
E.2            Approve, in compliance with Article 2443 of the Italian Civil    Management          No Action
               Code, to grant authorities to the Board of Directors for a
               bonus capital increase in one or more tranches through the
               issuance of ordinary shares to be assigned to Sorin Spa and
               or its subs employees as per Article 2349 of the Italian
               Civil Code; amend the Article 5 of the By-Laws; related and
               consequent resolutions

CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,      Non-Voting
               THERE WILL BE A-SECOND CALL ON 14 SEP 2010. CONSEQUENTLY,
               YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS
               UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO-ADVISED THAT
               YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR
               THE-MEETING IS CANCELLED. THANK YOU.


NATHAN'S FAMOUS, INC.


                                                                                                    
SECURITY                             632347100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NATH                                       MEETING DATE                 14-Sep-2010
ISIN                                 US6323471002                               AGENDA                       933313102 - 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

02             ADOPTION OF THE 2010 STOCK INCENTIVE PLAN.                       Management          Against            Against

03             RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS         Management          For                For
               AUDITORS FOR FISCAL 2011.


99 CENTS ONLY STORES


                                                                                                    
SECURITY                             65440K106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NDN                                        MEETING DATE                 14-Sep-2010
ISIN                                 US65440K1060                               AGENDA                       933314990 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: ERIC G. FLAMHOLTZ                          Management          For                For

1B             ELECTION OF DIRECTOR: LAWRENCE GLASCOTT                          Management          For                For

1C             ELECTION OF DIRECTOR: DAVID GOLD                                 Management          For                For

1D             ELECTION OF DIRECTOR: JEFF GOLD                                  Management          For                For

1E             ELECTION OF DIRECTOR: MARVIN HOLEN                               Management          For                For

1F             ELECTION OF DIRECTOR: ERIC SCHIFFER                              Management          For                For

1G             ELECTION OF DIRECTOR: PETER WOO                                  Management          For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP, AS OUR       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL
               YEAR ENDING APRIL 2, 2011

03             PROPOSAL TO APPROVE THE 99cents ONLY STORES 2010 EQUITY          Management          Against            Against
               INCENTIVE PLAN

04             SHAREHOLDER PROPOSAL - LIMITS FOR DIRECTORS RECEIVING 20% IN     Shareholder         Against            For
               AGAINST VOTES


MICRUS ENDOVASCULAR CORPORATION


                                                                                                    
SECURITY                             59518V102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MEND                                       MEETING DATE                 14-Sep-2010
ISIN                                 US59518V1026                               AGENDA                       933319596 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY      Management          For                For
               11, 2010, BY AND AMONG JOHNSON & JOHNSON, COPE ACQUISITION
               CORP. AND MICRUS ENDOVASCULAR CORPORATION.

02             DIRECTOR                                                         Management

               1          JOHN T. KILCOYNE                                                          For                For

               2          JEFFREY H. THIEL                                                          For                For

03             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               MICRUS'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE 2011 FISCAL YEAR.

04             TO APPROVE THE ADJOURNMENT OF THE ANNUAL MEETING, IF             Management          For                For
               NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES FOR
               THE ADOPTION OF THE MERGER AGREEMENT.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  10
The Gabelli Small Cap Growth Fund

AIRGAS, INC.


                                                                                                    
SECURITY                             009363102                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        ARG                                        MEETING DATE                 15-Sep-2010
ISIN                                 US0093631028                               AGENDA                       933314522 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN P. CLANCEY                                                           For                For

               2          ROBERT L. LUMPKINS                                                        For                For

               3          TED B. MILLER, JR.                                                        For                For

02             TO AMEND THE AIRGAS BY-LAWS REGARDING THE ELIGIBILITY OF ANY     Management          For                For
               DIRECTOR NOMINATED BY THE AIRGAS BOARD FOR ELECTION, BUT NOT
               NOMINATED BY THE AIRGAS STOCKHOLDERS. ALL, AS MORE FULLY
               DESCRIBED IN THE PROXY STATEMENT.

03             TO AMEND THE AIRGAS BY-LAWS TO REQUIRE AIRGAS TO HOLD ITS        Management          For                For
               2011 ANNUAL STOCKHOLDER MEETING ON JANUARY 18, 2011 AND ALL
               SUBSEQUENT ANNUAL STOCKHOLDER MEETINGS IN JANUARY. ALL, AS
               MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

04             TO REPEAL ANY AMENDMENTS TO AIRGAS, INC. AMENDED AND RESTATED    Management          For                For
               BY-LAWS ADOPTED BY THE AIRGAS BOARD OF DIRECTORS WITHOUT THE
               APPROVAL OF THE AIRGAS STOCKHOLDERS AFTER APRIL 7, 2010 AND
               PRIOR TO THE EFFECTIVENESS OF THE RESOLUTION PROPOSED IN
               THIS PROPOSAL 4. ALL, AS MORE FULLY DESCRIBED IN THE
               PROXY STATEMENT.

05             TO RATIFY THE SELECTION OF KPMG LLP AS AIRGAS'S INDEPENDENT      Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

06             TO APPROVE THE AMENDMENT TO AIRGAS'S AMENDED AND RESTATED        Management          For                For
               2003 EMPLOYEE STOCK PURCHASE PLAN.


KINROSS GOLD CORPORATION


                                                                                                    
SECURITY                             496902404                                  MEETING TYPE                 Special
TICKER SYMBOL                        KGC                                        MEETING DATE                 15-Sep-2010
ISIN                                 CA4969024047                               AGENDA                       933321781 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             WITHOUT LIMITING THE GENERAL POWERS HEREBY CONFERRED, YOU        Management          For                For
               HEREBY DIRECT YOUR PROXYHOLDER TO VOTE YOUR KINROSS COMMON SHARES
               REPRESENTED BY THIS VOTING INSTRUCTION FORM IN RESPECT OF THE
               ORDINARY RESOLUTION SET OUT IN SCHEDULE A TO THE INFORMATION
               CIRCULAR OF KINROSS DATED AUGUST 16, 2010.


JOHN WILEY & SONS, INC.


                                                                                                    
SECURITY                             968223305                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JWB                                        MEETING DATE                 16-Sep-2010
ISIN                                 US9682233054                               AGENDA                       933315435 - 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             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT       Management          For                For
               ACCOUNTANTS.


CASEY'S GENERAL STORES, INC.


                                                                                                    
SECURITY                             147990972                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                                                                   MEETING DATE                 23-Sep-2010
ISIN                                                                            AGENDA                       933319863 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT J. MYERS                                                           For                For

               2          DIANE C. BRIDGEWATER                                                      For                For

               3          JOHNNY DANOS                                                              For                For

               4          H. LYNN HORAK                                                             For                For

               5          KENNETH H. HAYNIE                                                         For                For

               6          WILLIAM C. KIMBALL                                                        For                For

               7          JEFFREY M. LAMBERTI                                                       For                For

               8          RICHARD A. WILKEY                                                         For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT         Management          For                For
               AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING APRIL 30,
               2011.

03             COUCHE-TARD PROPOSAL TO REPEAL ANY NEW BYLAWS OR AMENDMENTS      Shareholder         Against            For
               TO THE BYLAWS ADOPTED BY THE BOARD OF DIRECTORS, WITHOUT
               SHAREHOLDER APPROVAL, AFTER JUNE 10, 2009 AND PRIOR TO THE
               EFFECTIVENESS OF THE RESOLUTION EFFECTING SUCH REPEAL.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  11
The Gabelli Small Cap Growth Fund

DEL MONTE FOODS COMPANY


                                                                                                    
SECURITY                             24522P103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DLM                                        MEETING DATE                 23-Sep-2010
ISIN                                 US24522P1030                               AGENDA                       933320525 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             TO ELECT VICTOR L. LUND AS DIRECTOR TO HOLD OFFICE FOR ONE       Management          For                For
               YEAR TERM.

1B             TO ELECT JOE L. MORGAN AS DIRECTOR TO HOLD OFFICE FOR ONE        Management          For                For
               YEAR TERM.

1C             TO ELECT DAVID R. WILLIAMS AS DIRECTOR TO HOLD OFFICE FOR ONE    Management          For                For
               YEAR TERM.

02             TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE DEL MONTE        Management          For                For
               FOODS COMPANY CERTIFICATE OF INCORPORATION TO ELIMINATE
               SUPERMAJORITY VOTING PROVISIONS.

03             TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS         Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               ITS FISCAL YEAR ENDING MAY 1, 2011.


GERBER SCIENTIFIC, INC.


                                                                                                    
SECURITY                             373730100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GRB                                        MEETING DATE                 23-Sep-2010
ISIN                                 US3737301008                               AGENDA                       933321856 - 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          JAMES A. MITAROTONDA                                                      For                For

               7          JAVIER PEREZ                                                              For                For

               8          CAROLE F. ST. MARK                                                        For                For

               9          W. JERRY VEREEN.                                                          For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management          For                For
               LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE 2011 FISCAL YEAR.


SKYLINE CORPORATION


                                                                                                    
SECURITY                             830830105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SKY                                        MEETING DATE                 27-Sep-2010
ISIN                                 US8308301055                               AGENDA                       933321503 - 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          WILLIAM H. LAWSON                                                         For                For

               6          DAVID T. LINK                                                             For                For

               7          ANDREW J. MCKENNA                                                         For                For

02             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTING        Management          For                For
               FIRM: THE BOARD AND AUDIT COMMITTEE HAVE APPOINTED CROWE
               HORWATH LLP AS SKYLINE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2011.


BARNES & NOBLE, INC.


                                                                                                    
SECURITY                             067774109                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        BKS                                        MEETING DATE                 28-Sep-2010
ISIN                                 US0677741094                               AGENDA                       933322935 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD W. BURKLE                                                          For                For

               2          STEPHEN F. BOLLENBACH                                                     For                For

               3          MICHAEL S. MCQUARY                                                        For                For

02             RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY'S
               FISCAL YEAR ENDING APRIL 30, 2011.

03             YUCAIPA'S PROPOSAL TO AMEND THE POISON PILL.                     Management          For                For



IMAX CORPORATION


                                                                                                    
SECURITY                             45245E109                                  MEETING TYPE                 Special
TICKER SYMBOL                        IMAX                                       MEETING DATE                 28-Sep-2010
ISIN                                 CA45245E1097                               AGENDA                       933324181 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ERIC A. DEMIRIAN                                                          For                For

               2          I. MARTIN POMPADUR                                                        For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  12
The Gabelli Small Cap Growth Fund

ALL AMERICAN GROUP INC.


                                                                                                    
SECURITY                             016437105                                  MEETING TYPE                 Special
TICKER SYMBOL                        COHM                                       MEETING DATE                 28-Sep-2010
ISIN                                 US0164371058                               AGENDA                       933328064 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT J. DEPUTY                                                          Withheld           Against
               2          RICHARD M. LAVERS                                                         Withheld           Against
               3          EDWIN W. MILLER                                                           Withheld           Against

02             TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER    Management          Against            Against
               OF AUTHORIZED COMMON SHARES


MISYS PLC, EVESHAM


                                                                                                    
SECURITY                             G61572148                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 29-Sep-2010
ISIN                                 GB0003857850                               AGENDA                       702563760 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Receive the 2010 financial statements, Directors' and            Management          For                For
               Auditors' reports

2              Approve the 2010 remuneration report                             Management          For                For

3              Re-elect Mike Lawrie as a Director                               Management          For                For

4              Re-elect Jeff Ubben as a Director                                Management          For                For

5              Re-appoint PwC as the Auditors and authorize the Directors to    Management          For                For
               set their Remuneration

6              Authorize the Directors to allot shares or grant rights          Management          For                For
               to subscribe for or convert any security into shares

S.7            Authorize the Directors to allot equity securities for cash      Management          For                For
               within specified limits

S.8            Authorize the purchase of own shares in the market               Management          For                For

9              Authorize the making of political donations                      Management          For                For

S.10           Authorize the calling of general meetings on 14 clear days'      Management          For                For
               notice

S.11           Adopt the new Articles of Association of the Company             Management          For                For


AMERICREDIT CORP.


                                                                                                    
SECURITY                             03060R101                                  MEETING TYPE                 Special
TICKER SYMBOL                        ACF                                        MEETING DATE                 29-Sep-2010
ISIN                                 US03060R1014                               AGENDA                       933325842 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             THE PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF      Management          For                For
               MERGER, DATED AS OF JULY 21, 2010, AMONG GENERAL MOTORS
               HOLDINGS LLC, GOALIE TEXAS HOLDCO INC., A WHOLLY-OWNED
               SUBSIDIARY OF GENERAL MOTORS HOLDINGS LLC, AND AMERICREDIT
               CORP., AS IT MAY BE AMENDED FROM TIME TO TIME.

02             THE PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL           Management          For                For
               MEETING, IF NECESSARY OR APPROPRIATE, FOR, AMONG OTHER
               REASONS, THE SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT
               THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
               SPECIAL MEETING TO ADOPT AND APPROVE THE MERGER AGREEMENT.


KIT DIGITAL INC


                                                                                                    
SECURITY                             482470200                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KITD                                       MEETING DATE                 30-Sep-2010
ISIN                                 US4824702009                               AGENDA                       933325688 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KALEIL ISAZA TUZMAN                                                       For                For

               2          GAVIN CAMPION                                                             For                For

               3          ROBIN SMYTH                                                               For                For

               4          KAMAL EL-TAYARA                                                           For                For

               5          DANIEL W. HART                                                            For                For

               6          LARS KROIJER                                                              For                For

               7          JOSEPH E. MULLIN III                                                      For                For

               8          WAYNE WALKER                                                              For                For

               9          CHRISTOPHER WILLIAMS                                                      For                For

02             TO AMEND OUR CERTIFICATE OF INCORPORATION TO INCREASE THE        Management          For                For
               NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM
               30,000,000 SHARES TO 80,000,000 SHARES.

03             TO APPROVE AN AMENDMENT TO OUR 2008 INCENTIVE STOCK PLAN         Management          Against            Against
               INCREASING THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
               ISSUANCE THEREUNDER BY 2,642,857 SHARES.

04             TO RATIFY THE SELECTION OF GRANT THORNTON LLP AS THE             Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE
               YEAR ENDING DECEMBER 31, 2010.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  13
The Gabelli Small Cap Growth Fund

STRATTEC SECURITY CORPORATION


                                                                                                    
SECURITY                             863111100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        STRT                                       MEETING DATE                 05-Oct-2010
ISIN                                 US8631111007                               AGENDA                       933325169 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1  FRANK J. KREJCI                                                                   For                For

02             APPROVAL OF THE PROPOSAL TO AMEND AND RESTATE                    Management          For                For
               THE STRATTEC SECURITY CORPORATION STOCK INCENTIVE PLAN.


THE MOSAIC COMPANY


                                                                                                    
SECURITY                             61945A107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MOS                                        MEETING DATE                 07-Oct-2010
ISIN                                 US61945A1079                               AGENDA                       933322389 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM R. GRABER                                                         For                For

               2          EMERY N. KOENIG                                                           For                For

               3          SERGIO RIAL                                                               For                For

               4          DAVID T. SEATON                                                           For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT       Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               MAY 31, 2011.


NEOGEN CORPORATION


                                                                                                    
SECURITY                             640491106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NEOG                                       MEETING DATE                 07-Oct-2010
ISIN                                 US6404911066                               AGENDA                       933326072 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT M. BOOK                                                            For                For

               2          JACK C. PARNELL                                                           For                For

               3          CLAYTON K. YEUTTER                                                        For                For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE          Management          For                For
               COMPANY'S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING
               FIRM.


AMERICAN DAIRY, INC.


                                                                                                    
SECURITY                             025334103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ADY                                        MEETING DATE                 12-Oct-2010
ISIN                                 US0253341038                               AGENDA                       933331085 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          LENG YOU-BIN                                                              For                For

               2          LIU SHENG-HUI                                                             For                For

               3          LIU HUA                                                                   For                For

               4          KIRK G. DOWNING, ESQ.                                                     For                For

               5          JAMES C. LEWIS, ESQ.                                                      For                For

               6          NEIL N. SHEN                                                              For                For

               7          SEAN SHAO                                                                 For                For

02             TO RATIFY THE SELECTION OF DELOITTE TOUCHE TOHMATSU CPA LTD.,    Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.

03             TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF             Management          For                For
               INCORPORATION TO CHANGE THE COMPANY'S CORPORATE NAME TO
               "FEIHE INTERNATIONAL, INC."


AAR CORP.


                                                                                                    
SECURITY                             000361105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AIR                                        MEETING DATE                 13-Oct-2010
ISIN                                 US0003611052                               AGENDA                       933324256 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          NORMAN R. BOBINS                                                          For                For

               2          JAMES E. GOODWIN                                                          For                For

               3          MARC J. WALFISH                                                           For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  14
The Gabelli Small Cap Growth Fund


                                                                                                           
02             APPROVAL OF THE AAR CORP. SECTION 162(M) ANNUAL CASH             Management          For                For
               INCENTIVE PLAN

03             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING MAY 31, 2011


THE MARCUS CORPORATION


                                                                                                    
SECURITY                             566330106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MCS                                        MEETING DATE                 13-Oct-2010
ISIN                                 US5663301068                               AGENDA                       933324826 - 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

02             THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS    Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               MARCUS CORPORATION FOR FISCAL YEAR 2011.


DEL GLOBAL TECHNOLOGIES CORP.


                                                                                                    
SECURITY                             245073101                                  MEETING TYPE                 Special
TICKER SYMBOL                        DGTC                                       MEETING DATE                 13-Oct-2010
ISIN                                 US2450731011                               AGENDA                       933328507 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION,     Management          For                For
               AS AMENDED ("CERTIFICATE OF INCORPORATION") TO INCREASE THE
               AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO BE
               ISSUED BY THE COMPANY FROM 50,000,000 TO 100,000,000.

02             TO APPROVE AMENDMENTS TO CERTIFICATE OF INCORPORATION TO         Management          For                For
               EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK AT A RATIO
               OF ONE-FOR- 50, AT ANY TIME PRIOR TO FEBRUARY 28, 2011 AND TO
               EFFECT A FORWARD STOCK SPLIT OF THE COMMON STOCK IMMEDIATELY
               FOLLOWING THE REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
               AT A RATIO OF FOUR- FOR-ONE, AT ANY TIME PRIOR TO FEBRUARY 28,
               2011.

03             TO APPROVE OF AN AMENDMENT TO THE CERTIFICATE OF                 Management          For                For
               INCORPORATION TO CHANGE THE COMPANY'S NAME FROM "DEL GLOBAL
               TECHNOLOGIES CORP." TO "DGT HOLDINGS CORP."


METHODE ELECTRONICS, INC.


                                                                                                    
SECURITY                             591520200                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MEI                                        MEETING DATE                 14-Oct-2010
ISIN                                 US5915202007                               AGENDA                       933312504 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: WALTER J. ASPATORE                         Management          For                For

1B             ELECTION OF DIRECTOR: WARREN L. BATTS                            Management          For                For

1C             ELECTION OF DIRECTOR: J. EDWARD COLGATE                          Management          For                For

1D             ELECTION OF DIRECTOR: DARREN M. DAWSON                           Management          For                For

1E             ELECTION OF DIRECTOR: DONALD W. DUDA                             Management          For                For

1F             ELECTION OF DIRECTOR: STEPHEN F. GATES                           Management          For                For

1G             ELECTION OF DIRECTOR: ISABELLE C. GOOSSEN                        Management          For                For

1H             ELECTION OF DIRECTOR: CHRISTOPHER J. HORNUNG                     Management          For                For

1I             ELECTION OF DIRECTOR: PAUL G. SHELTON                            Management          For                For

1J             ELECTION OF DIRECTOR: LAWRENCE B. SKATOFF                        Management          For                For

02             THE RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF ERNST     Management          For                For
               & YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2011.

03             THE APPROVAL OF THE METHODE ELECTRONICS, INC. 2010 CASH          Management          For                For
               INCENTIVE PLAN.

04             THE APPROVAL OF THE METHODE ELECTRONICS, INC. 2010 STOCK PLAN.   Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  15
The Gabelli Small Cap Growth Fund

TWIN DISC, INCORPORATED


                                                                                                    
SECURITY                             901476101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TWIN                                       MEETING DATE                 15-Oct-2010
ISIN                                 US9014761012                               AGENDA                       933329282 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN H. BATTEN                                                            For                For

               2          HAROLD M. STRATTON II                                                     For                For

               3          MICHAEL C. SMILEY                                                         For                For

02             APPROVE THE TWIN DISC, INCORPORATED 2010 LONG- TERM INCENTIVE    Management          Against            Against
               COMPENSATION PLAN.

03             APPROVE THE TWIN DISC, INCORPORATED 2010 STOCK INCENTIVE PLAN    Management          Against            Against
               FOR NON-EMPLOYEE DIRECTORS.

04             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR      Management          For                For
               INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2011.


ANGIODYNAMICS, INC.


                                                                                                    
SECURITY                             03475V101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ANGO                                       MEETING DATE                 18-Oct-2010
ISIN                                 US03475V1017                               AGENDA                       933325234 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          JEFFREY G. GOLD                                                           For                For

               2          KEVIN J. GOULD                                                            For                For

               3          DENNIS S. METENY                                                          For                For

2              TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               ANGIODYNAMICS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING MAY 31, 2011.

3              TO AMEND ANGIODYNAMICS' EMPLOYEE STOCK PURCHASE PLAN TO          Management          For                For
               INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK THAT MAY
               BE OFFERED UNDER THE PLAN FROM 400,000 TO 700,000.


THE L.S. STARRETT COMPANY


                                                                                                    
SECURITY                             855668109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SCX                                        MEETING DATE                 20-Oct-2010
ISIN                                 US8556681091                               AGENDA                       933332936 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD B. KENNEDY                                                        For                For

               2          TERRY A. PIPER                                                            For                For



SMARTRAC N.V., AMSTERDAM


                                                                                                    
SECURITY                             N81261104                                  MEETING TYPE                 ExtraOrdinary General
                                                                                                             Meeting
TICKER SYMBOL                                                                   MEETING DATE                 21-Oct-2010
ISIN                                 NL0000186633                               AGENDA                       702616751 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN THERE IS A         Non-Voting
               RECORD DATE-ASSOCIATED WITH THIS MEETING. THANK YOU

1              Opening of the meeting                                           Non-Voting

2              Discussion of the public offer by OEP Technologie B.V., a        Non-Voting
               wholly owned-subsidiary of One Equity Partners, to acquire all
               shares in the capital of-the Company for a cash amount of
               EUR 20 per share

3.a            Appointment of Mr. Christopher von Hugo as a Member of the       Management          For                For
               Supervisory Board

3.b            Appointment of Dr. Jorg Zirener as a Member of the               Management          For                For
               Supervisory Board

4              Closing of the meeting                                           Non-Voting


MGP INGREDIENTS, INC.


                                                                                                    
SECURITY                             55302G103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MGPI                                       MEETING DATE                 21-Oct-2010
ISIN                                 US55302G1031                               AGENDA                       933330906 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN R. SPEIRS                                                            For                For



KENNAMETAL INC.


                                                                                                    
SECURITY                             489170100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KMT                                        MEETING DATE                 26-Oct-2010
ISIN                                 US4891701009                               AGENDA                       933326781 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              DIRECTOR                                                         Management

               1          CARLOS M. CARDOSO                                                         For                For

               2          LARRY D. YOST                                                             For                For

II             RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED      Management          For                For
               PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30,
               2011.

III            APPROVAL OF THE KENNAMETAL INC. STOCK AND INCENTIVE PLAN OF      Management          Against            Against
               2010.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  16
The Gabelli Small Cap Growth Fund

STANDEX INTERNATIONAL CORPORATION


                                                                                                    
SECURITY                             854231107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SXI                                        MEETING DATE                 27-Oct-2010
ISIN                                 US8542311076                               AGENDA                       933327795 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          WILLIAM R. FENOGLIO                                                       For                For

               2          H. NICHOLAS MULLER, III                                                   For                For

2              TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS            Management          For                For
               INDEPENDENT AUDITORS OF THE COMPANY


COOLBRANDS INTERNATIONAL INC.


                                                                                                    
SECURITY                             21639P307                                  MEETING TYPE                 Special
TICKER SYMBOL                        CULBF                                      MEETING DATE                 27-Oct-2010
ISIN                                 CA21639P3079                               AGENDA                       933333229 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             THE SPECIAL RESOLUTION APPROVING THE ARRANGEMENT TO EFFECT       Management          For                For
               THE CONTINUANCE OF THE COMPANY AS A CORPORATION UNDER THE
               LAWS OF THE STATE OF DELAWARE, THE FULL TEXT OF WHICH IS SET
               FORTH AS SCHEDULE "A" TO THE CIRCULAR;

02             THE ORDINARY RESOLUTION APPROVING THE ISSUANCE OF ADDITIONAL     Management          For                For
               COMMON SHARES OF THE COMPANY, AS CONTINUED IN THE STATE OF
               DELAWARE, THE FULL TEXT OF WHICH IS SET FORTH AS SCHEDULE "B"
               TO THE CIRCULAR.


MEREDITH CORPORATION


                                                                                                    
SECURITY                             589433101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MDP                                        MEETING DATE                 03-Nov-2010
ISIN                                 US5894331017                               AGENDA                       933331542 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          MARY SUE COLEMAN                                                          For                For

               2          D MELL MEREDITH FRAZIER                                                   For                For

               3          JOEL W. JOHNSON                                                           For                For

               4          STEPHEN M. LACY                                                           For                For

2              TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING JUNE 30, 2011.


KEMET CORPORATION


                                                                                                    
SECURITY                             488360108                                  MEETING TYPE                 Special
TICKER SYMBOL                        KEM                                        MEETING DATE                 03-Nov-2010
ISIN                                 US4883601084                               AGENDA                       933338003 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO AMEND THE CORPORATION'S RESTATED CERTIFICATE OF               Management          For                For
               INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON
               STOCK AT A RATIO THAT WILL BE DETERMINED BY THE BOARD AND THAT
               WILL BE WITHIN A RANGE OF ONE-FOR-THREE (1:3) TO ONE-FOR-FIVE
               (1:5) (THE "REVERSE STOCK SPLIT").

02             TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF            Management          For                For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE NOT
               SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
               APPROVE PROPOSAL NO. 1.


BIGLARI HOLDINGS INC.


                                                                                                    
SECURITY                             08986R101                                  MEETING TYPE                 Special
TICKER SYMBOL                        BH                                         MEETING DATE                 05-Nov-2010
ISIN                                 US08986R1014                               AGENDA                       933338104 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE, FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL       Management          Against            Against
               REVENUE CODE OF 1986, THE AMENDED AND RESTATED INCENTIVE BONUS
               AGREEMENT WITH THE INTENT OF PRESERVING THE TAX DEDUCTIBILITY TO
               THE CORPORATION OF THE COMPENSATION PAYABLE THEREUNDER.

02             TO APPROVE ONE PEOPLE FOR THE ETHICAL TREATMENT OF ANIMALS       Shareholder         Against            For
               (PETA) SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE
               SPECIAL MEETING.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  17
The Gabelli Small Cap Growth Fund

ALLIANCEBERNSTEIN FUNDS


                                                                                                    
SECURITY                             45082X103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SNF                                        MEETING DATE                 08-Nov-2010
ISIN                                 US45082X1037                               AGENDA                       933331960 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          LUIS ABRIL PEREZ                                                          For                For

               2          I. DE HABSBURGO-LORENA                                                    For                For



MAGNETEK, INC.


                                                                                                    
SECURITY                             559424106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MAG                                        MEETING DATE                 10-Nov-2010
ISIN                                 US5594241060                               AGENDA                       933330968 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID A. BLOSS, SR.                                                       For                For

               2          YON Y. JORDEN                                                             For                For

               3          MITCHELL I. QUAIN                                                         For                For

               4          DAVID P. REILAND                                                          For                For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE    Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR FISCAL YEAR 2011.

03             APPROVAL OF ADOPTION OF THE FOURTH AMENDED AND RESTATED 1997     Management          For                For
               NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF MAGNETEK, INC.


WINN-DIXIE STORES, INC.


                                                                                                    
SECURITY                             974280307                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WINN                                       MEETING DATE                 10-Nov-2010
ISIN                                 US9742803078                               AGENDA                       933335881 - 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             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

03             ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.                     Management          For                For

04             A SHAREHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON             Shareholder         Against            For
               EXECUTIVE COMPENSATION.


TINGYI CAYMAN IS HLDG CORP


                                                                                                    
SECURITY                             G8878S103                                  MEETING TYPE                 ExtraOrdinary General
                                                                                                             Meeting
TICKER SYMBOL                                                                   MEETING DATE                 11-Nov-2010
ISIN                                 KYG8878S1030                               AGENDA                       702651907 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR'     Non-Voting
               OR 'AGAINST' FOR-RESOLUTIONS "1 AND 2". THANK YOU.

1              To approve and authorize (i) the TZCI Supply Agreement (as       Management          For                For
               defined in the circular of the Company dated 20 October 2010
               (the "Circular")) and the transactions contemplated
               thereunder; (ii) the annual caps in relation to the TZCI
               Supply Agreement; and (iii) any one director of the Company
               for and on behalf of the Company to execute all such other
               documents, instruments and agreements and make any amendments
               to the TZCI Supply Agreement and any other documents and to
               do all such acts or things deemed by him/them to be
               incidental to, ancillary to or in connection with the matters
               contemplated under the TZCI Supply Agreement

2              To approve and authorize (i) the TFS Supply Agreement (as        Management          For                For
               defined in the Circular) and the transactions contemplated
               thereunder; (ii) the annual caps in relation to the TFS
               Supply Agreement; and (iii) any one director of the
               Company for and on behalf of the Company to execute all such
               other documents, instruments and agreements and make any
               amendments to the TFS Supply          Agreement and any other
               documents and to do all such acts or things deemed by
               him/them to be incidental to, ancillary to or in connection
               with the matters  contemplated under the TFS Supply Agreement
               PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20101020/LTN2
               0101020021.pdf
               PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL       Non-Voting
               COMMENT. IF YOU HAV-E ALREADY SENT IN YOUR VOTES, PLEASE DO
               NOT RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  18
The Gabelli Small Cap Growth Fund

SCHIFF NUTRITION INTERNATIONAL, INC.


                                                                                                    
SECURITY                             806693107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WNI                                        MEETING DATE                 11-Nov-2010
ISIN                                 US8066931077                               AGENDA                       933342747 - 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          MATTHEW T. HOBART                                                         For                For

               6          MICHAEL HYATT                                                             For                For

               7          EUGENE B. JONES                                                           For                For

               8          ROGER H. KIMMEL                                                           For                For

               9          BRIAN P. MCDERMOTT                                                        For                For

               10         WILLIAM E. MCGLASHAN JR                                                   For                For



ZYGO CORPORATION


                                                                                                    
SECURITY                             989855101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ZIGO                                       MEETING DATE                 16-Nov-2010
ISIN                                 US9898551018                               AGENDA                       933331910 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEPHEN D. FANTONE                                                        For                For

               2          SAMUEL H. FULLER                                                          For                For

               3          CHRIS L. KOLIOPOULOS                                                      For                For

               4          SEYMOUR E. LIEBMAN                                                        For                For

               5          ROBERT B. TAYLOR                                                          For                For

               6          CAROL P. WALLACE                                                          For                For

               7          GARY K. WILLIS                                                            For                For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR
               FISCAL 2011.


BALDWIN TECHNOLOGY COMPANY, INC.


                                                                                                    
SECURITY                             058264102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BLD                                        MEETING DATE                 16-Nov-2010
ISIN                                 US0582641025                               AGENDA                       933338510 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARK T. BECKER                                                            Withheld           Against
               2          GERALD A. NATHE                                                           Withheld           Against
               3          RONALD B. SALVAGIO                                                        Withheld           Against


ROYAL GOLD, INC.


                                                                                                    
SECURITY                             780287108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RGLD                                       MEETING DATE                 17-Nov-2010
ISIN                                 US7802871084                               AGENDA                       933334598 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: WILLIAM HAYES                              Management          For                For

1B             ELECTION OF DIRECTOR: JAMES W. STUCKERT                          Management          For                For

02             PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 OMNIBUS     Management          For                For
               LONG-TERM INCENTIVE PLAN AND, FOR THE PURPOSES OF
               SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS
               AMENDED, TO RE- APPROVE THE MATERIAL TERMS OF PERFORMANCE-
               BASED COMPENSATION.

03             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR
               THE FISCAL YEAR ENDING JUNE 30, 2011.


CORINTHIAN COLLEGES, INC.


                                                                                                    
SECURITY                             218868107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        COCO                                       MEETING DATE                 17-Nov-2010
ISIN                                 US2188681074                               AGENDA                       933337481 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PAUL R. ST. PIERRE                                                        For                For

               2          LINDA AREY SKLADANY                                                       For                For

               3          ROBERT LEE                                                                For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  19
The Gabelli Small Cap Growth Fund


                                                                                                           
               4          JACK D. MASSIMINO                                                         For                For

               5          HANK ADLER                                                                For                For

               6          JOHN M. DIONISIO                                                          For                For

02             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S       Management          For                For
               CERTIFICATE OF INCORPORATION TO INCREASE THE MAXIMUM
               PERMITTED NUMBER OF DIRECTORS ON THE COMPANY'S BOARD OF
               DIRECTORS TO THIRTEEN.

03             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE CORINTHIAN      Management          Against            Against
               COLLEGES, INC. 2003 PERFORMANCE AWARD PLAN, WHICH AUTHORIZES
               THE ISSUANCE OF AN ADDITIONAL 5,000,000 SHARES UNDER SUCH
               PLAN, AND CERTAIN OTHER AMENDMENTS DESCRIBED IN THE
               ACCOMPANYING PROXY STATEMENT.

04             APPROVAL OF THE AMENDMENT OF THE CORINTHIAN COLLEGES, INC.       Management          For                For
               EMPLOYEE STOCK PURCHASE PLAN TO EXTEND THE COMPANY'S ABILITY
               TO GRANT NEW AWARDS UNDER SUCH PLAN UNTIL DECEMBER 31, 2020.

05             RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S               Management          For                For
               INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               JUNE 30, 2011.


BARNES & NOBLE, INC.


                                                                                                    
SECURITY                             067774109                                  MEETING TYPE                 Special
TICKER SYMBOL                        BKS                                        MEETING DATE                 17-Nov-2010
ISIN                                 US0677741094                               AGENDA                       933342949 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             RESOLUTION RATIFYING THE ADOPTION BY THE BOARD OF DIRECTORS      Management          Against            Against
               OF THE RIGHTS AGREEMENT, DATED AS OF NOVEMBER 17, 2009, AS
               AMENDED FEBRUARY 17, 2010 AND JUNE 23, 2010, BETWEEN THE
               COMPANY AND MELLON INVESTOR SERVICES LLC


SWS GROUP INC.


                                                                                                    
SECURITY                             78503N107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWS                                        MEETING DATE                 18-Nov-2010
ISIN                                 US78503N1072                               AGENDA                       933334942 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          DON A. BUCHHOLZ                                                           For                For

               2          ROBERT A. BUCHHOLZ                                                        For                For

               3          BRODIE L. COBB                                                            For                For

               4          I.D. FLORES III                                                           For                For

               5          LARRY A. JOBE                                                             For                For

               6          FREDERICK R. MEYER                                                        For                For

               7          DR. MIKE MOSES                                                            For                For

               8          JAMES H. ROSS                                                             For                For

               9          JOEL T. WILLIAMS III                                                      For                For

2              THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
               JUNE 24, 2011.


THE HAIN CELESTIAL GROUP, INC.


                                                                                                    
SECURITY                             405217100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HAIN                                       MEETING DATE                 18-Nov-2010
ISIN                                 US4052171000                               AGENDA                       933344753 - 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          JACK FUTTERMAN                                                            For                For

               5          MARINA HAHN                                                               For                For

               6          BRETT ICAHN                                                               For                For

               7          ROGER MELTZER                                                             For                For

               8          DAVID SCHECHTER                                                           For                For

               9          LEWIS D. SCHILIRO                                                         For                For

               10         LAWRENCE S. ZILAVY                                                        For                For

02             TO VOTE, ON AN ADVISORY BASIS, FOR THE COMPENSATION AWARDED      Management          For                For
               TO THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED
               JUNE 30, 2010, AS SET FORTH IN THE SUMMARY COMPENSATION TABLE.

03             TO APPROVE THE AMENDEMENT OF THE AMENDED AND RESTATED 2002       Management          Against            Against
               LONG TERM INCENTIVE AND STOCK AWARD PLAN.

04             TO APPROVE THE AMENDEMENT OF THE AMENDED AND RESTATED BY-LAWS    Management          For                For
               OF THE HAIN CELESTIAL GROUP, INC.

05             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, TO ACT AS        Management          For                For
               REGISTERED INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE
               FISCAL YEAR ENDING JUNE 30, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  20
The Gabelli Small Cap Growth Fund

DONALDSON COMPANY, INC.


                                                                                                    
SECURITY                             257651109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DCI                                        MEETING DATE                 19-Nov-2010
ISIN                                 US2576511099                               AGENDA                       933333926 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          WILLIAM M. COOK                                                           For                For

               2          MICHAEL J. HOFFMAN                                                        For                For

               3          WILLARD D. OBERTON                                                        For                For

               4          JOHN P. WIEHOFF                                                           For                For

2              RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS          Management          For                For
               DONALDSON COMPANY, INC'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS
               FOR FOR THE FISCAL YEAR ENDING JULY 31, 2011.

3              ADOPT THE DONALDSON COMPANY, INC. 2010 MASTER STOCK INCENTIVE    Management          For                For
               PLAN.


COLLECTORS UNIVERSE, INC.


                                                                                                    
SECURITY                             19421R200                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CLCT                                       MEETING DATE                 19-Nov-2010
ISIN                                 US19421R2004                               AGENDA                       933336489 - 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 J. MCCONNELL                                                      For                For

               5          A.J. "BERT" MOYER                                                         For                For

               6          VAN D. SIMMONS                                                            For                For

               7          BRUCE A. STEVENS                                                          For                For

02             RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING JUNE 30, 2011.


KEITHLEY INSTRUMENTS, INC.


                                                                                                    
SECURITY                             487584104                                  MEETING TYPE                 Special
TICKER SYMBOL                        KEI                                        MEETING DATE                 19-Nov-2010
ISIN                                 US4875841045                               AGENDA                       933342432 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER,       Management          For                For
               DATED AS OF SEPTEMBER 29, 2010, AMONG DANAHER CORPORATION,
               AEGEAN ACQUISITION CORP. AND KEITHLEY INSTRUMENTS, INC. AND
               THE TRANSACTIONS CONTEMPLATED THEREBY.


EMBRAER-EMPRESA BRASILEIRA


                                                                                                    
SECURITY                             29081M102                                  MEETING TYPE                 Special
TICKER SYMBOL                        ERJ                                        MEETING DATE                 19-Nov-2010
ISIN                                 US29081M1027                               AGENDA                       933342999 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             AMENDMENT OF THE CORPORATE NAME OF THE COMPANY TO "EMBRAER       Management          For                Against
               S.A.", THEREBY REQUIRING AN AMENDMENT TO ARTICLE 1 OF THE
               COMPANY'S BYLAWS TO REFLECT THE NEW CORPORATE NAME PROPOSED
               FOR THE COMPANY

02             AMENDMENT TO ARTICLE 3 OF THE COMPANY'S BYLAWS TO INCLUDE        Management          For                Against
               BUSINESS ACTIVITIES

03             AMENDMENT TO ARTICLE 34 OF THE COMPANY'S BYLAWS TO TAKE INTO     Management          For                Against
               CONSIDERATION THE DISSOLUTION OF THE EXECUTIVE COMMITTEE AND
               THE CREATION OF THE STRATEGIC COMMITTEE AND THE RISK
               COMMITTEE TO ASSIST THE BOARD OF DIRECTORS

04             AMENDMENT TO ARTICLE 41 OF THE COMPANY'S BYLAWS IN ORDER TO      Management          For                Against
               ALLOW THAT THE COMPANY'S FISCAL COUNCIL BE COMPRISED OF THREE
               (3) TO FIVE (5) MEMBERS, AS OPPOSED TO A FIXED NUMBER OF FIVE
               (5) MEMBERS AS PRESENTLY REQUIRED PURSUANT TO THE CURRENT
               VERSION OF ARTICLE 41 OF THE COMPANY'S BYLAWS

05             AMENDMENT TO ARTICLE 44 OF THE COMPANY'S BYLAWS TO INCREASE      Management          For                Against
               THE PERIODICITY OF THE ORDINARY MEETINGS OF THE COMPANY'S
               ADMINISTRATIVE BODIES




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  21
The Gabelli Small Cap Growth Fund

OTIX GLOBAL, INC.


                                                                                                    
SECURITY                             68906N200                                  MEETING TYPE                 Special
TICKER SYMBOL                        OTIX                                       MEETING DATE                 22-Nov-2010
ISIN                                 US68906N2009                               AGENDA                       933341769 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN MERGER DATED AS SEPTEMBER 13,    Management          For                For
               2010, AMONG WILLIAM DEMANT HOLDING A/S, OI MERGER SUB, INC.,
               AND OTIX GLOBAL, INC., AS IT MAY BE AMENDED FROM TIME TO TIME.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,     Management          For                For
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
               AGREEMENT.


EMULEX CORPORATION


                                                                                                    
SECURITY                             292475209                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ELX                                        MEETING DATE                 23-Nov-2010
ISIN                                 US2924752098                               AGENDA                       933337380 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          FRED B. COX                                                               For                For

               2          MICHAEL P. DOWNEY                                                         For                For

               3          BRUCE C. EDWARDS                                                          For                For

               4          PAUL F. FOLINO                                                            For                For

               5          ROBERT H. GOON                                                            For                For

               6          DON M. LYLE                                                               For                For

               7          JAMES M. MCCLUNEY                                                         For                For

               8          DEAN A. YOOST                                                             For                For

02             RATIFICATION AND APPROVAL OF THE 2005 EQUITY INCENTIVE PLAN,     Management          Against            Against
               AS AMENDED AND RESTATED.

03             RATIFICATION AND APPROVAL OF AN AMENDMENT TO THE EMPLOYEE        Management          For                For
               STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED
               FOR ISSUANCE THEREUNDER BY 1,500,000 SHARES.

04             RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.


ORITANI FINANCIAL CORP


                                                                                                    
SECURITY                             68633D103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ORIT                                       MEETING DATE                 23-Nov-2010
ISIN                                 US68633D1037                               AGENDA                       933342406 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          NICHOLAS ANTONACCIO                                                       For                For

               2          KEVIN J. LYNCH                                                            For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR ORITANI FINANCIAL CORP.
               FOR THE FISCAL YEAR ENDING JUNE 30, 2011.


LYNAS CORPORATION LTD, SYDNEY


                                                                                                    
SECURITY                             Q5683J103                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 24-Nov-2010
ISIN                                 AU000000LYC6                               AGENDA                       702655664 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 3, 4,      Non-Voting
               5, 6, 7 AND 8 AND-VOTES CAST BY ANY INDIVIDUAL OR RELATED
               PARTY WHO BENEFIT FROM THE PASSING OF-THE PROPOSAL/S WILL BE
               DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE-OBTAINED
               BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE
               (OR-VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING
               SO, YOU ACKNOWLEDGE- THAT YOU HAVE OBTAINED BENEFIT OR EXPECT
               TO OBTAIN BENEFIT BY THE PASSING OF-THE RELEVANT PROPOSAL/S.
               BY VOTING (FOR OR AGAINST) ON PROPOSAL (3, 4, 5, 6,-7 AND 8),
               YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER
               EXPECT-TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
               PROPOSAL/S AND YOU COMPLY-WITH THE VOTING EXCLUSION.

1              Adoption of Remuneration Report                                  Management          For                For

2              Election of Mr. David Davidson                                   Management          For                For

3              Increase in Aggregate Directors' Fees                            Management          For                For

4              Deed of Access, Indemnity and Insurance                          Management          For                For

5              Options to Executive Director - Nicholas Curtis                  Management          For                For

6              Options to Non Executive Director - Liam Forde                   Management          For                For

7              Options to Non Executive Director - David Davidson               Management          For                For

8              Options to Non Executive Director - Jacob Klein                  Management          For                For

               PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF            Non-Voting
               COMPLETE DIRECTORS NAMES-FOR RESOLUTIONS 5 TO 8. IF YOU HAVE
               ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-RETURN THIS PROXY
               FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
               INSTRUCTIONS.-THANK YOU.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  22
The Gabelli Small Cap Growth Fund

EPOCH HOLDING CORPORATION


                                                                                                    
SECURITY                             29428R103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EPHC                                       MEETING DATE                 02-Dec-2010
ISIN                                 US29428R1032                               AGENDA                       933338813 - 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          JOHN L. CECIL                                                             For                For

               6          PETER A. FLAHERTY                                                         For                For

               7          TIMOTHY T. TAUSSIG                                                        For                For

02             RATIFICATION OF THE APPOINTMENT OF CF & CO., L.L.P. AS THE       Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING JUNE 30, 2011.


COPART, INC.


                                                                                                    
SECURITY                             217204106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPRT                                       MEETING DATE                 02-Dec-2010
ISIN                                 US2172041061                               AGENDA                       933339916 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          WILLIS J. JOHNSON                                                         For                For

               2          A. JAYSON ADAIR                                                           For                For

               3          MATT BLUNT                                                                For                For

               4          STEVEN D. COHAN                                                           For                For

               5          DANIEL J. ENGLANDER                                                       For                For

               6          JAMES E. MEEKS                                                            For                For

               7          THOMAS W. SMITH                                                           For                For

2              RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT       Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE
               FISCAL YEAR ENDING JULY 31, 2011.


1-800-FLOWERS.COM, INC.


                                                                                                    
SECURITY                             68243Q106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FLWS                                       MEETING DATE                 02-Dec-2010
ISIN                                 US68243Q1067                               AGENDA                       933339928 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN J. CONEFRY                                                           For                For

               2          LEONARD J. ELMORE                                                         For                For

02             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING         Management          For                For
               FIRM: PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING JULY 3, 2011 AS DESCRIBED IN THE
               PROXY STATEMENT.


LIVE NATION ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             538034109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LYV                                        MEETING DATE                 02-Dec-2010
ISIN                                 US5380341090                               AGENDA                       933342305 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          IRVING L. AZOFF                                                           For                For

               2          MARK CARLETON                                                             For                For

               3          JONATHAN F. MILLER                                                        For                For

               4          MICHAEL RAPINO                                                            For                For

               5          MARK S. SHAPIRO                                                           For                For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE     Management          For                For
               NATION ENTERTAINMENT, INC.'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR.


ANIMAL HEALTH INTERNATIONAL, INC.


                                                                                                    
SECURITY                             03525N109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AHII                                       MEETING DATE                 02-Dec-2010
ISIN                                 US03525N1090                               AGENDA                       933342848 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES C. ROBISON                                                          For                For

               2          E. THOMAS CORCORAN                                                        For                For

               3          MICHAEL EISENSON                                                          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  23
The Gabelli Small Cap Growth Fund

LANCE, INC.


                                                                                                    
SECURITY                             514606102                                  MEETING TYPE                 Special
TICKER SYMBOL                        LNCE                                       MEETING DATE                 02-Dec-2010
ISIN                                 US5146061024                               AGENDA                       933344424 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL OF THE ISSUANCE OF LANCE, INC. COMMON STOCK, PAR        Management          For                For
               VALUE $0.83-1/3 PER SHARE, UPON THE COMPLETION OF THE MERGER
               WITH SNYDER'S OF HANOVER, INC., PURSUANT TO THE MERGER
               AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME.

02             APPROVAL OF AN AMENDMENT TO LANCE, INC.'S RESTATED ARTICLES      Management          For                For
               OF INCORPORATION TO CHANGE LANCE, INC.'S NAME TO
               SNYDER'S-LANCE, INC. CONTINGENT UPON AND AFTER THE COMPLETION
               OF THE MERGER, PURSUANT TO THE TERMS OF THE MERGER AGREEMENT,
               AS IT MAY BE AMENDED FROM TIME TO TIME.

03             DIRECTOR                                                         Management

               1          PETER P. BRUBAKER                                                         For                For

               2          CARL E. LEE, JR.                                                          For                For

               3          JOHN E. DENTON                                                            For                For

               4          MICHAEL A. WAREHIME                                                       For                For

04             APPROVAL OF THE ADJOURNMENT OF THE LANCE SPECIAL MEETING, IF     Management          For                For
               NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL
               PROXIES TO VOTE IN FAVOR OF THE ABOVE PROPOSALS.


AARON'S INC.


                                                                                                    
SECURITY                             002535201                                  MEETING TYPE                 Special
TICKER SYMBOL                        AAN                                        MEETING DATE                 07-Dec-2010
ISIN                                 US0025352016                               AGENDA                       933346202 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL OF AN AMENDMENT TO ARTICLES OF INCORPORATION TO         Management          For                For
               CONVERT ALL SHARES OF COMMON STOCK INTO CLASS A COMMON
               STOCK, REMOVE THE CURRENT CLASS OF COMMON STOCK, RENAME
               CLASS A COMMON STOCK AS COMMON STOCK, ELIMINATE CERTAIN
               OBSOLETE PROVISIONS OF EXISTING ARTICLES OF INCORPORATION
               RELATING TO DUAL-CLASS COMMON STOCK STRUCTURE AND AMEND
               NUMBER OF AUTHORIZED SHARES TO 225,000,000.

02             THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY LAWFULLY COME      Management          For                For
               BEFORE THE MEETING, HEREBY REVOKING ANY PROXIES AS TO SAID
               SHARES HERETOFORE GIVEN BY THE UNDERSIGNED AND RATIFYING AND
               CONFIRMING ALL THAT SAID ATTORNEYS AND PROXIES MAY LAWFULLY
               DO BY VIRTUE THEREOF.


AARON'S INC.


                                                                                                    
SECURITY                             002535300                                  MEETING TYPE                 Special
TICKER SYMBOL                        AANA                                       MEETING DATE                 07-Dec-2010
ISIN                                 US0025353006                               AGENDA                       933346214 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL OF AN AMENDMENT TO ARTICLES OF INCORPORATION TO         Management          For                For
               CONVERT ALL SHARES OF COMMON STOCK INTO CLASS A COMMON STOCK,
               REMOVE THE CURRENT CLASS OF COMMON STOCK, RENAME CLASS A COMMON
               STOCK AS COMMON STOCK, ELIMINATE CERTAIN OBSOLETE PROVISIONS OF
               EXISTING ARTICLES OF INCORPORATION RELATING TO DUAL-CLASS COMMON
               STOCK STRUCTURE AND AMEND NUMBER OF AUTHORIZED SHARES TO
               225,000,000.

02             APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYLAWS TO ESTABLISH    Management          Against            Against
               A CLASSIFIED BOARD OF DIRECTORS WITH THREE CLASSES OF
               DIRECTORS EACH TO SERVE A THREE-YEAR TERM.

03             APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYLAWS TO PROVIDE      Management          Against            Against
               THAT VACANCIES ON OUR BOARD OF DIRECTORS SHALL ONLY BE FILLED
               BY OUR BOARD OF DIRECTORS.

04             APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYLAWS TO REDUCE       Management          For                For
               THE DEFAULT APPROVAL THRESHOLD REQUIRED FOR MATTERS SUBMITTED
               TO SHAREHOLDERS FOR A VOTE.


THOR INDUSTRIES, INC.


                                                                                                    
SECURITY                             885160101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        THO                                        MEETING DATE                 07-Dec-2010
ISIN                                 US8851601018                               AGENDA                       933346769 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER B. ORTHWEIN                                                         For                For

02             TO APPROVE THE THOR INDUSTRIES, INC. 2010 EQUITY AND             Management          For                For
               INCENTIVE PLAN.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  24
The Gabelli Small Cap Growth Fund

FARMER BROS. CO.

                                                                                                    
SECURITY                             307675108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FARM                                       MEETING DATE                 09-Dec-2010
ISIN                                 US3076751086                               AGENDA                       933342723 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROGER M. LAVERTY III                                                      For                For

               2          MARTIN A. LYNCH                                                           For                For

               3          JAMES J. MCGARRY                                                          For                For

02             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE FISCAL YEAR ENDING JUNE 30, 2011.


WHX CORPORATION


                                                                                                    
SECURITY                             929248607                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WXCO                                       MEETING DATE                 09-Dec-2010
ISIN                                 US9292486076                               AGENDA                       933345212 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WARREN G. LICHTENSTEIN                                                    For                For

               2          ROBERT FRANKFURT                                                          For                For

               3          JACK L. HOWARD                                                            For                For

               4          GLEN M. KASSAN                                                            For                For

               5          LOUIS KLEIN, JR.                                                          For                For

               6          JOHN H. MCNAMARA JR.                                                      For                For

               7          GAREN W. SMITH                                                            For                For

02             TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED              Management          For                For
               CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, TO
               CHANGE THE NAME OF THE COMPANY FROM "WHX CORPORATION" TO
               "HANDY & HARMAN HOLDINGS LTD."

03             TO APPROVE AN AMENDMENT OF THE COMPANY'S 2007 INCENTIVE STOCK    Management          For                For
               PLAN (THE "2007 PLAN") TO INCREASE THE NUMBER OF SHARES OF
               THE COMPANY'S COMMON STOCK SUBJECT TO THE 2007 PLAN FROM
               80,000 SHARES TO 1,200,000 SHARES.

04             TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE           Management          For                For
               INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2010.


A. SCHULMAN, INC.

                                                                                                    
SECURITY                             808194104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SHLM                                       MEETING DATE                 09-Dec-2010
ISIN                                 US8081941044                               AGENDA                       933346303 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          EUGENE R. ALLSPACH                                                        For                For

               2          GREGORY T. BARMORE                                                        For                For

               3          DAVID G. BIRNEY                                                           For                For

               4          HOWARD R. CURD                                                            For                For

               5          JOSEPH M. GINGO                                                           For                For

               6          MICHAEL A. MCMANUS, JR.                                                   For                For

               7          LEE D. MEYER                                                              For                For

               8          JAMES A. MITAROTONDA                                                      For                For

               9          ERNEST J. NOVAK, JR.                                                      For                For

               10         DR. IRVIN D. REID                                                         For                For

               11         JOHN B. YASINSKY                                                          For                For

02             THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS      Management          For                For
               LLP AS A. SCHULMAN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE FISCAL YEAR ENDING AUGUST 31, 2011.

03             THE ADOPTION AND APPROVAL OF A. SCHULMAN'S 2010 VALUE            Management          Against            Against
               CREATION REWARDS PLAN.


GYRODYNE COMPANY OF AMERICA, INC.


                                                                                                    
SECURITY                             403820103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GYRO                                       MEETING DATE                 10-Dec-2010
ISIN                                 US4038201038                               AGENDA                       933348662 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD J. MACKLIN                                                         For                For

               2          STEPHEN V. MARONEY                                                        For                For

               3          PHILIP F. PALMEDO                                                         For                For

02             TO RATIFY THE ENGAGEMENT OF HOLTZ RUBENSTEIN REMINICK LLP AS     Management          For                For
               INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  25
The Gabelli Small Cap Growth Fund

WD-40 COMPANY


                                                                                                    
SECURITY                             929236107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WDFC                                       MEETING DATE                 14-Dec-2010
ISIN                                 US9292361071                               AGENDA                       933342266 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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

2              TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR 2011;


WINNEBAGO INDUSTRIES, INC.


                                                                                                    
SECURITY                             974637100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WGO                                        MEETING DATE                 14-Dec-2010
ISIN                                 US9746371007                               AGENDA                       933342684 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          ROBERT M. CHIUSANO                                                        For                For

               2          JERRY N. CURRIE                                                           For                For

               3          LAWRENCE A. ERICKSON                                                      For                For

2              RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               WINNEBAGO INDUSTRIES, INC. INDEPENDENT REGISTERED PUBLIC
               ACCOUNTANTS FOR OUR FISCAL YEAR 2011.


OIL-DRI CORPORATION OF AMERICA


                                                                                                    
SECURITY                             677864100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ODC                                        MEETING DATE                 14-Dec-2010
ISIN                                 US6778641000                               AGENDA                       933345781 - 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 PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR
               ENDING JULY 31, 2011.


GP STRATEGIES CORPORATION


                                                                                                    
SECURITY                             36225V104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GPX                                        MEETING DATE                 15-Dec-2010
ISIN                                 US36225V1044                               AGENDA                       933343206 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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          RICHARD C. PFENNIGER                                                      For                For

               6          A. MARVIN STRAIT                                                          For                For

               7          GENE A. WASHINGTON                                                        For                For

               8          DANIEL M. FRIEDBERG                                                       For                For

2              TO RATIFY THE BOARD OF DIRECTORS' APPOINTMENT OF KPMG LLP, AN    Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE
               COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2010.

3              ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE MEETING OR ANY     Management          For                For
               ADJOURNMENTS OR POSTPONEMENTS THEREOF.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  26
The Gabelli Small Cap Growth Fund

CROWN MEDIA HOLDINGS, INC.


                                                                                                    
SECURITY                             228411104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CRWN                                       MEETING DATE                 16-Dec-2010
ISIN                                 US2284111042                               AGENDA                       933344955 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM J. ABBOTT                                                         For                For

               2          DWIGHT C. ARN                                                             For                For

               3          ROBERT C. BLOSS                                                           For                For

               4          WILLIAM CELLA                                                             For                For

               5          GLENN CURTIS                                                              For                For

               6          STEVE DOYAL                                                               For                For

               7          BRIAN E. GARDNER                                                          For                For

               8          HERBERT GRANATH                                                           For                For

               9          DONALD HALL, JR.                                                          For                For

               10         IRVINE O. HOCKADAY, JR.                                                   For                For

               11         A. DRUE JENNINGS                                                          For                For

               12         PETER A. LUND                                                             For                For

               13         BRAD R. MOORE                                                             For                For

               14         DEANNE STEDEM                                                             For                For

02             APPROVE THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE          Management          For                For
               OFFICERS' PERFORMANCE-BASED COMPENSATION.


UNITED NATURAL FOODS, INC.


                                                                                                    
SECURITY                             911163103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        UNFI                                       MEETING DATE                 16-Dec-2010
ISIN                                 US9111631035                               AGENDA                       933345387 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             TO ELECTION OF CLASS II DIRECTOR FOR A TERM OF THREE YEARS:      Management          For                For
               GORDON D. BARKER

1B             TO ELECTION OF CLASS II DIRECTOR FOR A TERM OF THREE YEARS:      Management          For                For
               GAIL A. GRAHAM

1C             TO ELECTION OF CLASS II DIRECTOR FOR A TERM OF THREE YEARS:      Management          For                For
               MARY ELIZABETH BURTON

2              TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT           Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               JULY 30, 2011.

3              TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE UNITED           Management          For                For
               NATURAL FOODS, INC. 2004 EQUITY INCENTIVE PLAN.


ENER1, INC.


                                                                                                    
SECURITY                             29267A203                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HEV                                        MEETING DATE                 16-Dec-2010
ISIN                                 US29267A2033                               AGENDA                       933355578 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CHARLES GASSENHEIMER                                                      For                For

               2          KENNETH BAKER                                                             For                For

               3          ELLIOT FUHR                                                               For                For

               4          THOMAS SNYDER                                                             For                For

               5          BORIS ZINGAREVICH                                                         For                For

               6          STANISLAV SHEKSHNIA                                                       For                For

               7          NORA BROWNWELL                                                            For                For

               8          GREG KASAGAWA                                                             For                For

               9          WILBER JAMES                                                              For                For

02             APPROVE THE POSSIBLE ISSUANCE OF MORE THAN 20% OF OUR COMMON     Management          For                For
               STOCK OUTSTANDING AS OF SEPTEMBER 7, 2010 IF WE ELECT TO
               ISSUE OUR COMMON STOCK AS AMORTIZATION PAYMENTS FOR THE $55
               MILLION DEBT FINANCING TRANSACTION WE CONSUMMATED ON
               SEPTEMBER 7, 2010.

03             APPROVE THE ISSUANCE OF WARRANTS TO PURCHASE 8,000,000 SHARES    Management          For                For
               OF COMMON STOCK OF THE COMPANY TO ENER1 GROUP, INC.

04             APPROVE THE ISSUANCE OF WARRANTS TO PURCHASE 2,426,670 SHARES    Management          For                For
               OF COMMON STOCK OF THE COMPANY TO ENER1 GROUP, INC.

05             APPROVE THE ISSUANCE OF WARRANTS TO PURCHASE 464,164 SHARES      Management          For                For
               OF COMMON STOCK OF THE COMPANY TO ENER1 GROUP, INC.

06             AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO            Management          For                For
               INCREASE THE AUTHORIZED COMMON STOCK FROM 235,714,286 SHARES
               TO 300,000,000 SHARES.

07             RATIFY THE AMENDMENT AND RESTATEMENT OF THE ENER1, INC. 2007     Management          For                For
               STOCK INCENTIVE PLAN.

08             APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE FISCAL    Management          For                For
               YEAR ENDING DECEMBER 31, 2010.

09             THE MANAGEMENT OF ENER1 IS GRANTED THE AUTHORITY TO ADJOURN,     Management          For                For
               POSTPONE OR CONTINUE THE ANNUAL MEETING.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  27
The Gabelli Small Cap Growth Fund

VILLAGE SUPER MARKET, INC.


                                                                                                    
SECURITY                             927107409                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VLGEA                                      MEETING DATE                 17-Dec-2010
ISIN                                 US9271074091                               AGENDA                       933341098 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          JAMES SUMAS                                                               For                For

               2          ROBERT SUMAS                                                              For                For

               3          WILLIAM SUMAS                                                             For                For

               4          JOHN P. SUMAS                                                             For                For

               5          KEVIN BEGLEY                                                              For                For

               6          NICHOLAS SUMAS                                                            For                For

               7          JOHN J. SUMAS                                                             For                For

               8          STEVEN CRYSTAL                                                            For                For

               9          DAVID C. JUDGE                                                            For                For

               10         PETER R. LAVOY                                                            For                For

               11         STEPHEN F. ROONEY                                                         For                For

2              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR FISCAL 2011.

3              TO APPROVE THE VILLAGE SUPER MARKET, INC. 2010 STOCK PLAN.       Management          Against            Against


ALBERTO-CULVER COMPANY


                                                                                                    
SECURITY                             013078100                                  MEETING TYPE                 Special
TICKER SYMBOL                        ACV                                        MEETING DATE                 17-Dec-2010
ISIN                                 US0130781000                               AGENDA                       933349537 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, BY       Management          For                For
               AND AMONG UNILEVER N.V., A NETHERLANDS CORPORATION, SOLELY
               WITH RESPECT TO SECTION 5.10 THEREOF, UNILEVER PLC, A COMPANY
               INCORPORATED UNDER THE LAWS OF AND REGISTERED IN ENGLAND,
               CONOPCO, INC., A NEW YORK CORPORATION, ACE MERGER, INC., A
               DELAWARE CORPORATION, AND ALBERTO-CULVER COMPANY.

02             THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE      Management          For                For
               OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
               PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR
               OF ADOPTION OF THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL
               MEETING.


NEWALLIANCE BANCSHARES, INC.


                                                                                                    
SECURITY                             650203102                                  MEETING TYPE                 Special
TICKER SYMBOL                        NAL                                        MEETING DATE                 20-Dec-2010
ISIN                                 US6502031023                               AGENDA                       933347127 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST    Management          For                For
               18, 2010, AND AS AMENDED, BY AND BETWEEN FIRST NIAGARA
               FINANCIAL GROUP, INC., FNFG MERGER SUB, INC. AND NEWALLIANCE
               BANCSHARES, INC. AND APPROVE THE TRANSACTIONS CONTEMPLATED BY
               THE AGREEMENT AND PLAN OF MERGER, INCLUDING THE MERGER OF
               FNFG MERGER SUB, INC. WITH AND INTO NEWALLIANCE BANCSHARES,
               INC.

02             TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING,      Management          For                For
               IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
               THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
               MEETING TO APPROVE THE AGREEMENT AND PLAN OF MERGER.


NORTHWEST PIPE COMPANY


                                                                                                    
SECURITY                             667746101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NWPX                                       MEETING DATE                 22-Dec-2010
ISIN                                 US6677461013                               AGENDA                       933352281 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WAYNE B. KINGSLEY*                                                        For                For

               2          KEITH R. LARSON**                                                         For                For

               3          JAMES E. DECLUSIN***                                                      For                For

               4          MICHAEL C. FRANSON***                                                     For                For

02             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE YEAR ENDING DECEMBER 31, 2010.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  28
The Gabelli Small Cap Growth Fund

HESKA CORPORATION


                                                                                                    
SECURITY                             42805E207                                  MEETING TYPE                 Special
TICKER SYMBOL                        HSKA                                       MEETING DATE                 29-Dec-2010
ISIN                                 US42805E2072                               AGENDA                       933354588 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF           Management          For                For
               INCORPORATION, AS AMENDED, TO EFFECT A ONE-FOR-TEN REVERSE
               SPLIT OF OUR COMMON STOCK, TOGETHER WITH A CORRESPONDING
               REDUCTION IN THE TOTAL NUMBER OF SHARES OF OUR AUTHORIZED
               STOCK AND INCREASE IN THE PAR VALUE FOR SUCH AUTHORIZED STOCK.

02             TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF            Management          For                For
               NECESSARY TO SOLICIT ADDITIONAL PROXIES FOR THE REVERSE
               STOCK SPLIT AMENDMENT PROPOSAL 1.


SYCAMORE NETWORKS, INC.


                                                                                                    
SECURITY                             871206405                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SCMR                                       MEETING DATE                 04-Jan-2011
ISIN                                 US8712064059                               AGENDA                       933347278 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          GURURAJ DESHPANDE                                                         For                For

               2          CRAIG R. BENSON                                                           For                For

2              TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS         Management          For                For
               SYCAMORE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING JULY 31, 2011.

3              IF PROPERLY PRESENTED AT THE ANNUAL MEETING, TO ACT ON A         Shareholder         Against            For
               STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS
               ADOPT A SIMPLE MAJORITY VOTE STANDARD IN SYCAMORE'S AMENDED
               AND RESTATED CERTIFICATE OF INCORPORATION AND BY- LAWS.


ZEP INC


                                                                                                    
SECURITY                             98944B108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ZEP                                        MEETING DATE                 06-Jan-2011
ISIN                                 US98944B1089                               AGENDA                       933350364 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          TIMOTHY M. MANGANELLO                                                     For                For

               2          JOHN K. MORGAN                                                            For                For

               3          JOSEPH SQUICCIARINO                                                       For                For

               4          TIMOTHY T. TEVENS                                                         For                For

2              TO APPROVE THE APPOINTMENT OF THE INDEPENDENT PUBLIC             Management          For                For
               ACCOUNTING FIRM.


ACUITY BRANDS, INC.


                                                                                                    
SECURITY                             00508Y102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AYI                                        MEETING DATE                 07-Jan-2011
ISIN                                 US00508Y1029                               AGENDA                       933349082 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          GORDON D. HARNETT                                                         For                For

               2          ROBERT F. MCCULLOUGH                                                      For                For

               3          NEIL WILLIAMS                                                             For                For

               4          NORMAN H. WESLEY                                                          For                For

2              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


THE GREENBRIER COMPANIES, INC.


                                                                                                    
SECURITY                             393657101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GBX                                        MEETING DATE                 07-Jan-2011
ISIN                                 US3936571013                               AGENDA                       933354350 - Management




                                                                                                                       FOR/AGAINST
ITE006D        PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GRAEME A. JACK                                                            For                For

               2          VICTORIA MCMANUS                                                          For                For

               3          WENDY L. TERAMOTO                                                         For                For

               4          BENJAMIN R. WHITELEY                                                      For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  29
The Gabelli Small Cap Growth Fund


                                                                                                           
02             APPROVE AN AMENDMENT TO THE COMPANY'S 2005 STOCK INCENTIVE       Management          For                For
               PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE
               PLAN AND TO CHANGE THE VESTING SCHEDULE FOR RESTRICTED STOCK
               GRANTS TO NON-EMPLOYEE DIRECTORS.

03             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE           Management          For                For
               COMPANY'S INDEPENDENT AUDITORS FOR 2011 SUBJECT TO THE AUDIT
               COMMITTEE'S RIGHT, IN ITS DISCRETION, TO APPOINT A DIFFERENT
               INDEPENDENT AUDITOR AT ANY TIME DURING THE YEAR.


ROBBINS & MYERS, INC.


                                                                                                    
SECURITY                             770196103                                  MEETING TYPE                 Special
TICKER SYMBOL                        RBN                                        MEETING DATE                 07-Jan-2011
ISIN                                 US7701961036                               AGENDA                       933355566 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVE THE ISSUANCE OF COMMON SHARES, WITHOUT PAR VALUE, IN     Management          For                For
               CONNECTION WITH THE MERGER (THE "MERGER") CONTEMPLATED BY THE
               AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 6, 2010
               (THE "MERGER AGREEMENT"), BY & AMONG ROBBINS & MYERS, INC,
               T-3 ENERGY SERVICES, INC. ("T-3"), TRIPLE MERGER I, INC. AND
               TRIPLE MERGER II, INC., ALL AS MORE FULLY DESCRIBED IN THE
               PROXY STATEMENT.

02             PROPOSAL TO APPROVE AN ADJOURNMENT OF THE ROBBINS & MYERS        Management          For                For
               SPECIAL MEETING (IF NECESSARY OR APPROPRIATE, INCLUDING TO
               SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES
               FOR THE APPROVAL OF THE PROPOSAL 1).


HERLEY INDUSTRIES, INC.


                                                                                                    
SECURITY                             427398102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HRLY                                       MEETING DATE                 11-Jan-2011
ISIN                                 US4273981021                               AGENDA                       933360252 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DR. EDWARD A. BOGUCZ                                                      For                For

               2          CARLOS C. CAMPBELL                                                        For                For

               3          F. JACK LIEBAU, JR.                                                       For                For

               4          MICHAEL N. POCALYKO                                                       For                For

               5          JOHN A. THONET                                                            For                For

               6          RAJ TATTA                                                                 For                For

02             PROPOSAL TO AMEND ARTICLE V OF THE COMPANY'S BYLAWS TO MODIFY    Management          For                For
               THE DEFINITION OF "INDEPENDENT DIRECTOR."

03             PROPOSAL TO AMEND SECTION 3, ARTICLE V OF THE COMPANY'S          Management          For                For
               BYLAWS TO GIVE THE AUDIT COMMITTEE RESPONSIBILITY FOR REVIEW
               OF "AFFILIATE TRANSACTIONS."

04             PROPOSAL TO AMEND ARTICLE V OF THE BYLAWS TO DELETE SECTION      Management          Against            Against
               5, WHICH CURRENTLY REQUIRES A TWO- THIRDS VOTE OF
               STOCKHOLDERS TO AMEND ARTICLE V OF THE BYLAWS.

05             PROPOSAL TO AMEND SECTIONS 1 AND 4 OF ARTICLE V OF THE BYLAWS    Management          For                For
               TO CORRECT TYPOGRAPHICAL ERRORS.


MOOG INC.


                                                                                                    
SECURITY                             615394202                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MOGA                                       MEETING DATE                 12-Jan-2011
ISIN                                 US6153942023                               AGENDA                       933360202 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ALBERT F. MYERS*                                                          For                For

               2          RAYMOND W. BOUSHIE**                                                      For                For

02             RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR THE 2011       Management          For                For
               FISCAL YEAR


MOOG INC.


                                                                                                    
SECURITY                             615394301                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MOGB                                       MEETING DATE                 12-Jan-2011
ISIN                                 US6153943013                               AGENDA                       933360214 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT T. BRADY                                                           For                For

               2          JOE C. GREEN                                                              For                For

02             RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR THE 2011       Management          For                For
               FISCAL YEAR




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  30
The Gabelli Small Cap Growth Fund

DIAMOND FOODS, INC.


                                                                                                    
SECURITY                             252603105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DMND                                       MEETING DATE                 18-Jan-2011
ISIN                                 US2526031057                               AGENDA                       933354805 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN J. GILBERT                                                           For                For

               2          ROBERT J. ZOLLARS                                                         For                For

               3          EDWARD A. BLECHSCHMIDT                                                    For                For

               4          STEVEN M. NEIL                                                            For                For

02             APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED      Management          For                For
               PUBLIC ACCOUNTING FIRM.


RALCORP HOLDINGS, INC.


                                                                                                    
SECURITY                             751028101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RAH                                        MEETING DATE                 18-Jan-2011
ISIN                                 US7510281014                               AGENDA                       933357609 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BENJAMIN OLA. AKANDE                                                      For                For

               2          JONATHAN E. BAUM                                                          For                For

               3          KEVIN J. HUNT                                                             For                For

               4          DAVID W. KEMPER                                                           For                For

               5          DAVID R. WENZEL                                                           For                For

02             RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS RALCORP            Management          For                For
               HOLDINGS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING SEPTEMBER 30, 2011.


THE SCOTTS MIRACLE-GRO CO.


                                                                                                    
SECURITY                             810186106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SMG                                        MEETING DATE                 20-Jan-2011
ISIN                                 US8101861065                               AGENDA                       933358473 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES HAGEDORN                                                            For                For

               2          WILLIAM G. JURGENSEN                                                      For                For

               3          NANCY G. MISTRETTA                                                        For                For

               4          STEPHANIE M. SHERN                                                        For                For

02             RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE    Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING SEPTEMBER 30, 2011.

03             APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER     Management          For                For
               THE SCOTTS MIRACLE-GRO COMPANY AMENDED AND RESTATED 2006
               LONG-TERM INCENTIVE PLAN.

04             APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER     Management          For                For
               THE SCOTTS COMPANY LLC AMENDED AND RESTATED EXECUTIVE
               INCENTIVE PLAN.


PENFORD CORPORATION


                                                                                                    
SECURITY                             707051108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PENX                                       MEETING DATE                 20-Jan-2011
ISIN                                 US7070511081                               AGENDA                       933359386 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM E. BUCHHOLZ                                                       For                For

               2          JOHN C. HUNTER III                                                        For                For

               3          JAMES E. WARJONE                                                          For                For

               4          EDWARD F. RYAN                                                            For                For

               5          MATTHEW M. ZELL                                                           For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


TECH/OPS SEVCON, INC.


                                                                                                    
SECURITY                             878293109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TO                                         MEETING DATE                 25-Jan-2011
ISIN                                 US8782931096                               AGENDA                       933361963 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MATTHEW BOYLE                                                             For                For

               2          PAUL O. STUMP                                                             For                For

02             RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC      Management          For                For
               ACCOUNTING FIRM FOR FISCAL 2011.

03             TO APPROVE THE COMPENSATION OF THE COMPANY'S EXECUTIVE           Management          For                For
               OFFICERS.

04             TO INDICATE THE FREQUENCY OF VOTES TO APPROVE THE                Management          1 Year             For
               COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  31
The Gabelli Small Cap Growth Fund

WOODWARD GOVERNOR COMPANY


                                                                                                    
SECURITY                             980745103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WGOV                                       MEETING DATE                 26-Jan-2011
ISIN                                 US9807451037                               AGENDA                       933359374 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARY L. PETROVICH                                                         For                For

               2          LARRY E. RITTENBERG                                                       For                For

               3          MICHAEL T. YONKER                                                         For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING SEPTEMBER 30, 2011.

03             PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION     Management          For                For
               TO EFFECT A NAME CHANGE OF THE COMPANY TO "WOODWARD, INC."

04             PROPOSAL REGARDING ADVISORY (NON-BINDING) VOTE ON EXECUTIVE      Management          Abstain            Against
               COMPENSATION.

05             PROPOSAL ON ADVISORY (NON-BINDING) VOTE REGARDING FREQUENCY      Management          Abstain            Against
               OF STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.

06             STOCKHOLDER PROPOSAL TO ELIMINATE SUPERMAJORITY VOTING.          Shareholder         Against            For


CRAZY WOMAN CREEK BANCORP INCORPORATED


                                                                                                    
SECURITY                             225233105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CRZY                                       MEETING DATE                 26-Jan-2011
ISIN                                 US2252331051                               AGENDA                       933360923 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD REIMANN                                                           Withheld           Against
               2          SANDRA K. TODD                                                            Withheld           Against
               3          PAUL M. BRUNKHORST                                                        Withheld           Against

02             THE RATIFICATION OF THE APPOINTMENT OF ANDERSON ZURMUEHLEN,      Management          Against            Against
               CPA AS INDEPENDENT AUDITORS OF CRAZY WOMAN CREEK BANCORP
               INCORPORATED FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.


ASHLAND INC.


                                                                                                    
SECURITY                             044209104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ASH                                        MEETING DATE                 27-Jan-2011
ISIN                                 US0442091049                               AGENDA                       933358853 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF CLASS I DIRECTOR: KATHLEEN LIGOCKI                   Management          For                For

1B             ELECTION OF CLASS I DIRECTOR: JAMES J. O'BRIEN                   Management          For                For

1C             ELECTION OF CLASS I DIRECTOR: BARRY W. PERRY                     Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2011.

03             APPROVAL OF THE 2011 ASHLAND INC. INCENTIVE PLAN.                Management          For                For

04             APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS     Management          Abstain            Against
               AS DISCLOSED IN THE ASHLAND INC. PROXY STATEMENT PURSUANT TO
               ITEM 402 OF REGULATION S-K UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934,
               AS AMENDED.

05             WHETHER THE SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF      Management          Abstain            Against
               THE NAMED EXECUTIVE OFFICERS AS REQUIRED BY SECTION 14A(A)(2)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, SHOULD
               OCCUR EVERY.


ROCHESTER MEDICAL CORPORATION


                                                                                                    
SECURITY                             771497104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROCM                                       MEETING DATE                 27-Jan-2011
ISIN                                 US7714971048                               AGENDA                       933361216 - 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

02             RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS               Management          For                For
               INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
               2011

03             ADVISORY APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE             Management          Abstain            Against
               COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  32
The Gabelli Small Cap Growth Fund

SALLY BEAUTY HOLDINGS, INC.


                                                                                                    
SECURITY                             79546E104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SBH                                        MEETING DATE                 28-Jan-2011
ISIN                                 US79546E1047                               AGENDA                       933358702 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KATHLEEN J. AFFELDT                                                       For                For

               2          WALTER L. METCALFE, JR.                                                   For                For

               3          EDWARD W. RABIN                                                           For                For

               4          GARY G. WINTERHALTER                                                      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 2011.

03             APPROVAL OF THE COMPENSATION OF THE CORPORATION'S EXECUTIVE      Management          Abstain            Against
               OFFICERS INCLUDING THE CORPORATION'S COMPENSATION PRACTICES
               AND PRINCIPLES AND THEIR IMPLEMENTATION.

04             FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION.           Management          Abstain            Against


LINDSAY CORPORATION


                                                                                                    
SECURITY                             535555106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LNN                                        MEETING DATE                 31-Jan-2011
ISIN                                 US5355551061                               AGENDA                       933364440 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL N. CHRISTODOLOU                                                   For                For

               2          W. THOMAS JAGODINSKI                                                      For                For

               3          J. DAVID MCINTOSH                                                         For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING AUGUST 31,
               2011.

03             NON-BINDING VOTE ON RESOLUTION TO APPROVE THE COMPENSATION OF    Management          Abstain            Against
               THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04             NON-BINDING VOTE ON WHETHER A STOCKHOLDER VOTE TO APPROVE THE    Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS SHOULD
               BE TAKEN EVERY YEAR, EVERY SECOND YEAR OR EVERY THIRD YEAR.


ROCKWELL AUTOMATION, INC.


                                                                                                    
SECURITY                             773903109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROK                                        MEETING DATE                 01-Feb-2011
ISIN                                 US7739031091                               AGENDA                       933359906 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
A              DIRECTOR                                                         Management

               1          DONALD R. PARFET                                                          For                For

               2          STEVEN R. KALMANSON                                                       For                For

               3          JAMES P. KEANE                                                            For                For

B              TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE         Management          For                For
               CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

C              TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE          Management          Abstain            Against
               CORPORATION'S NAMED EXECUTIVE OFFICERS.

D              TO APPROVE ON AN ADVISORY BASIS THE FREQUENCY OF THE VOTE ON     Management          Abstain            Against
               THE COMPENSATION OF THE CORPORATION'S NAMED EXECUTIVE
               OFFICERS.


GRIFFON CORPORATION


                                                                                                    
SECURITY                             398433102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GFF                                        MEETING DATE                 03-Feb-2011
ISIN                                 US3984331021                               AGENDA                       933360048 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BERTRAND M. BELL                                                          For                For

               2          ROBERT G. HARRISON                                                        For                For

               3          RONALD J. KRAMER                                                          For                For

               4          MARTIN S. SUSSMAN                                                         For                For

02             APPROVAL OF THE RESOLUTION APPROVING THE COMPENSATION OF OUR     Management          Abstain            Against
               EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.

03             SELECTION OF VOTING FREQUENCY FOR FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               THE COMPENSATION OF OUR EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  33
The Gabelli Small Cap Growth Fund


                                                                                                           
04             APPROVAL OF THE GRIFFON CORPORATION 2011 EQUITY INCENTIVE        Management          Against            Against
               PLAN.

05             APPROVAL OF THE GRIFFON CORPORATION 2011 PERFORMANCE BONUS       Management          For                For
               PLAN.

06             RATIFICATION OF THE SELECTION BY OUR AUDIT COMMITTEE OF GRANT    Management          For                For
               THORNTON LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR FISCAL 2011.


ESCO TECHNOLOGIES INC.


                                                                                                    
SECURITY                             296315104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ESE                                        MEETING DATE                 03-Feb-2011
ISIN                                 US2963151046                               AGENDA                       933360442 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          L.W. SOLLEY                                                               For                For

               2          J.D. WOODS                                                                For                For

               3          G.E. MUENSTER                                                             For                For

02             RATIFICATION OF COMPANY'S APPOINTMENT OF KPMG LLP AS             Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               ENDING SEPTEMBER 30, 2011.

03             AN ADVISORY VOTE TO APPROVE THE EXECUTIVE COMPENSATION           Management          Abstain            Against
               DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.

04             AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.


INGLES MARKETS, INCORPORATED


                                                                                                    
SECURITY                             457030104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IMKTA                                      MEETING DATE                 08-Feb-2011
ISIN                                 US4570301048                               AGENDA                       933361141 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          FRED D. AYERS                                                             For                For

               2          JOHN O. POLLARD                                                           For                For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION, AS      Management          Abstain            Against
               DISCLOSED IN THE PROXY STATEMENT.

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.

04             RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC          Management          For                For
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 24, 2011.

05             STOCKHOLDER PROPOSAL CONCERNING EQUAL SHAREHOLDER VOTING.        Shareholder         Against            For


MWI VETERINARY SUPPLY, INC.


                                                                                                    
SECURITY                             55402X105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MWIV                                       MEETING DATE                 08-Feb-2011
ISIN                                 US55402X1054                               AGENDA                       933362078 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             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

02             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

03             A NON-BINDING ADVISORY VOTE ON SAY-ON-PAY FREQUENCY              Management          Abstain            Against

04             A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION            Management          Abstain            Against


CRUCELL N.V.


                                                                                                    
SECURITY                             228769105                                  MEETING TYPE                 Special
TICKER SYMBOL                        CRXL                                       MEETING DATE                 08-Feb-2011
ISIN                                 US2287691057                               AGENDA                       933366608 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
3A             PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY     Management          For                For
               WITH EFFECT OF THE SETTLEMENT DATE, BEING THE DATE NO LATER
               THAN THE THIRD BUSINESS DAY AFTER THE DATE THE OFFER HAS BEEN
               DECLARED UNCONDITIONAL, UNDER THE CONDITION PRECEDENT OF THE
               CONTEMPLATED OFFER OF JOHNSON & JOHNSON FOR ALL THE ISSUED
               AND OUTSTANDING SHARES IN THE CAPITAL OF THE COMPANY
               (THE OFFER) BEING DECLARED UNCONDITIONAL. (RESOLUTION).




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  34
The Gabelli Small Cap Growth Fund


                                                                                                           
3B             PROPOSAL TO AUTHORISE EACH MEMBER OF THE BOARD OF MANAGEMENT     Management          For                For
               OF THE COMPANY AND ALSO EACH CIVIL LAW NOTARY, DEPUTY CIVIL
               LAW NOTARY AND NOTARIAL ASSISTANT OF ALLEN & OVERY LLP, EACH
               OF THEM SEVERALLY, WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL, TO APPLY TO THE DUTCH MINISTRY OF JUSTICE FOR
               THE STATEMENT OF NO OBJECTIONS AND TO HAVE THE DEED OF
               AMENDMENT OF THE ARTICLES OF ASSOCIATION EXECUTED.
               (RESOLUTION).

04             RESIGNATION SUPERVISORY BOARD AND DISCHARGE: RESIGNATION OF      Management          For                For
               MESSRS. W.M. BURNS, S.A. DAVIS, P. SATOW, J.S.S. SHANNON,
               G.R. SIBER, F.F. WALLER AND C.- E. WILHELMSSON AS MEMBERS OF
               THE SUPERVISORY BOARD AND THE PROPOSAL TO GRANT DISCHARGE
               WITH EFFECT OF THE SETTLEMENT DATE, UNDER THE CONDITION
               PRECEDENT OF THE OFFER BEING DECLARED UNCONDITIONAL.
               (RESOLUTION).

5A             PROPOSAL TO APPOINT MR. J.H.J. PEETERS AS MEMBER OF THE          Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5B             PROPOSAL TO APPOINT MR. P. STOFFELS AS MEMBER OF THE             Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5C             PROPOSAL TO APPOINT MR. T.J. HEYMAN AS MEMBER OF THE             Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5D             PROPOSAL TO APPOINT MR. J.J.U. VAN HOOF AS MEMBER OF THE         Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5E             PROPOSAL TO APPOINT MS. J.V. GRIFFITHS AS MEMBER OF THE          Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5F             PROPOSAL TO APPOINT MR. B.W. VAN ZIJLL LANGHOUT AS MEMBER OF     Management          For                For
               THE SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE,
               UNDER THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5G             PROPOSAL TO APPOINT MR. P. KORTE AS MEMBER OF THE SUPERVISORY    Management          For                For
               BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER THE CONDITION
               PRECEDENT OF THE OFFER BEING DECLARED UNCONDITIONAL.
               (RESOLUTION).

5H             PROPOSAL TO APPOINT MR. D.-J. ZWEERS AS MEMBER OF THE            Management          For                For
               SUPERVISORY BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER
               THE CONDITION PRECEDENT OF THE OFFER BEING DECLARED
               UNCONDITIONAL. (RESOLUTION).

5I             PROPOSAL TO APPOINT MR. J.C. BOT AS MEMBER OF THE SUPERVISORY    Management          For                For
               BOARD WITH EFFECT OF THE SETTLEMENT DATE, UNDER THE CONDITION
               PRECEDENT OF THE OFFER BEING DECLARED UNCONDITIONAL.
               (RESOLUTION).


J & J SNACK FOODS CORP.


                                                                                                    
SECURITY                             466032109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JJSF                                       MEETING DATE                 09-Feb-2011
ISIN                                 US4660321096                               AGENDA                       933360581 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER G. STANLEY                                                          For                For

02             ADVISORY VOTE ON APPROVAL OF THE COMPANY'S EXECUTIVE             Management          Abstain
               COMPENSATION PROGRAMS

03             ADVISORY VOTE ON THE FREQUENCY OF THE SHAREHOLDER'S ADVISORY     Management          Abstain
               VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM


LANDAUER, INC.


                                                                                                    
SECURITY                             51476K103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LDR                                        MEETING DATE                 10-Feb-2011
ISIN                                 US51476K1034                               AGENDA                       933360909 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT J. CRONIN                                                          For                For

               2          WILLIAM G. DEMPSEY                                                        For                For

               3          WILLIAM E. SAXELBY                                                        For                For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2011.

03             TO APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE              Management          Abstain            Against
               COMPENSATION.

04             TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY        Management          Abstain            Against
               WITH WHICH VOTES ON EXECUTIVE COMPENSATION SHOULD BE HELD.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  35
The Gabelli Small Cap Growth Fund

NAVISTAR INTERNATIONAL CORPORATION


                                                                                                    
SECURITY                             63934E108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NAV                                        MEETING DATE                 15-Feb-2011
ISIN                                 US63934E1082                               AGENDA                       933365707 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES H. KEYES                                                            For                For

               2          JOHN D. CORRENTI                                                          For                For

               3          DANIEL C. USTIAN                                                          For                For

02             VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT      Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             VOTE TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF      Management          For                For
               INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
               COMMON STOCK FROM 110,000,000 TO 220,000,000.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

06             STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY TO          Shareholder         Against            For
               OBTAIN STOCKHOLDER APPROVAL FOR CERTAIN FUTURE SEVERANCE
               AGREEMENTS.


SMART BALANCE, INC.


                                                                                                    
SECURITY                             83169Y108                                  MEETING TYPE                 Special
TICKER SYMBOL                        SMBL                                       MEETING DATE                 15-Feb-2011
ISIN                                 US83169Y1082                               AGENDA                       933365896 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO APPROVE THE PROPOSED AMENDMENT TO OUR SECOND         Management          For                For
               AMENDED AND RESTATED STOCK AND AWARDS PLAN TO ALLOW FOR A
               STOCK OPTION EXCHANGE PROGRAM FOR EMPLOYEES (OTHER THAN OUR
               EXECUTIVE OFFICERS AND DIRECTORS).

02             PROPOSAL TO APPROVE THE PROPOSED AMENDMENT TO OUR SECOND         Management          Against            Against
               AMENDED AND RESTATED STOCK AND AWARDS PLAN TO ALLOW FOR A
               STOCK OPTION EXCHANGE PROGRAM FOR OUR EXECUTIVE OFFICERS
               AND EMPLOYEE DIRECTORS.


MATTHEWS INTERNATIONAL CORPORATION


                                                                                                    
SECURITY                             577128101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MATW                                       MEETING DATE                 17-Feb-2011
ISIN                                 US5771281012                               AGENDA                       933366937 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT G. NEUBERT*                                                        For                For

               2          GREGORY S. BABE**                                                         For                For

               3          MARTIN SCHLATTER**                                                        For                For

               4          JOHN D. TURNER**                                                          For                For

02             TO APPROVE THE ADOPTION OF THE 2010 INCENTIVE COMPENSATION       Management          For                For
               PLAN.

03             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT
               THE RECORDS OF THE COMPANY FOR THE FISCAL YEAR ENDING
               SEPTEMBER 30, 2011.

04             TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE EXECUTIVE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

05             TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF    Management          Abstain            Against
               THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.


CAPITOL FEDERAL FINANCIAL INC


                                                                                                    
SECURITY                             14057J101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CFFN                                       MEETING DATE                 22-Feb-2011
ISIN                                 US14057J1016                               AGENDA                       933369212 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              DIRECTOR                                                         Management

               1          JEFFREY M. JOHNSON                                                        For                For

               2          MICHAEL T. MCCOY, M.D.                                                    For                For

               3          MARILYN S. WARD                                                           For                For

II             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

III            ADVISORY VOTE ON FREQUENCY OF HOLDING ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

IV             THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP     Management          For                For
               AS CAPITOL FEDERAL FINANCIAL, INC'S INDEPENDENT AUDITORS FOR
               THE FISCAL YEAR ENDING SEPTEMBER 30, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  36
The Gabelli Small Cap Growth Fund

UNIVERSAL TECHNICAL INSTITUTE, INC.


                                                                                                    
SECURITY                             913915104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        UTI                                        MEETING DATE                 23-Feb-2011
ISIN                                 US9139151040                               AGENDA                       933366709 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: CONRAD A. CONRAD                           Management          For                For

1B             ELECTION OF DIRECTOR: ALAN E. CABITO                             Management          For                For

1C             ELECTION OF DIRECTOR: KIMBERLY J. MCWATERS                       Management          For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM.

03             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.           Management          Abstain            Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED             Management          Abstain            Against
               EXECUTIVE OFFICER COMPENSATION.


GRUPO CONTL S A


                                                                                                   
SECURITY                             P3091R172                                  MEETING TYPE                Ordinary General Meeting
TICKER SYMBOL                                                                   MEETING DATE                24-Feb-2011
ISIN                                 MXP3091R1239                               AGENDA                      702779642 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              Appointment of returning officers, fulfillment of their          Management          For                For
               duties and declaration of the instatement of the meeting

II             Proposal to pay a cash dividend                                  Management          For                For

III            Reading and approval of the meeting minutes                      Management          For                For


FOSTER WHEELER AG


                                                                                                    
SECURITY                             H27178104                                  MEETING TYPE                 Special
TICKER SYMBOL                        FWLT                                       MEETING DATE                 24-Feb-2011
ISIN                                 CH0018666781                               AGENDA                       933364325 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             ELECTION OF UMBERTO DELLA SALA AS A DIRECTOR FOR A TERM          Management          For                For
               EXPIRING IN 2012

02             APPROVAL OF A $335 MILLION INCREASE TO OUR SHARE REPURCHASE      Management          For                For
               PROGRAM AND DESIGNATION OF THE SHARES REPURCHASED FOR
               CANCELLATION

03             IN THE EVENT COUNTERPROPOSALS, ALTERATIONS OR AMENDMENTS OF      Management          For                For
               THE AGENDA ITEMS OR OTHER MATTERS ARE RAISED AT THE
               EXTRAORDINARY GENERAL MEETING, I INSTRUCT THE APPOINTED
               PROXIES TO VOTE AS FOLLOWS


CONTINUCARE CORPORATION


                                                                                                    
SECURITY                             212172100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CNU                                        MEETING DATE                 24-Feb-2011
ISIN                                 US2121721003                               AGENDA                       933368171 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          R.C. PFENNIGER, JR.                                                       For                For

               2          ROBERT J. CRESCI                                                          For                For

               3          NEIL FLANZRAICH                                                           For                For

               4          PHILLIP FROST, M.D.                                                       For                For

               5          JACOB NUDEL, M.D.                                                         For                For

               6          MARVIN A. SACKNER, M.D.                                                   For                For

               7          JACQUELINE M. SIMKIN                                                      For                For

               8          A. MARVIN STRAIT                                                          For                For

02             THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS      Management          For                For
               CONTINUCARE CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2011.

03             A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE NAMED     Management          Abstain            Against
               EXECUTIVE OFFICERS OF THE COMPANY ("SAY ON PAY").

04             A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY     Management          Abstain            Against
               VOTE ON SAY ON PAY IN FUTURE YEARS.


ALBERTO-CULVER COMPANY


                                                                                                    
SECURITY                             013078100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ACV                                        MEETING DATE                 24-Feb-2011
ISIN                                 US0130781000                               AGENDA                       933368878 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS A. DATTILO                                                         For                For

               2          JIM EDGAR                                                                 For                For

               3          SAM J. SUSSER                                                             For                For

02             A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

03             A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF THE FREQUENCY     Management          Abstain            Against
               OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  37
The Gabelli Small Cap Growth Fund

ASCENT MEDIA CORPORATION


                                                                                                    
SECURITY                             043632108                                  MEETING TYPE                 Special
TICKER SYMBOL                        ASCMA                                      MEETING DATE                 24-Feb-2011
ISIN                                 US0436321089                               AGENDA                       933368931 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO APPROVE THE SALE OF 100% OF OUR CONTENT              Management          For                For
               DISTRIBUTION BUSINESS UNIT TO ENCOMPASS DIGITAL MEDIA, INC.
               AND ITS WHOLLY-OWNED SUBSIDIARY.


GREIF, INC.


                                                                                                    
SECURITY                             397624206                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GEFB                                       MEETING DATE                 28-Feb-2011
ISIN                                 US3976242061                               AGENDA                       933366026 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              DIRECTOR                                                         Management

               1          VICKI L. AVRIL                                                            For                For

               2          BRUCE A. EDWARDS                                                          For                For

               3          MARK A. EMKES                                                             For                For

               4          JOHN F. FINN                                                              For                For

               5          MICHAEL J. GASSER                                                         For                For

               6          DANIEL J. GUNSETT                                                         For                For

               7          JUDITH D. HOOK                                                            For                For

               8          PATRICK J. NORTON                                                         For                For

               9          JOHN W. MCNAMARA                                                          For                For

II             PROPOSAL TO AMEND A MATERIAL TERM OF THE PERFORMANCE-BASED       Management          For                For
               INCENTIVE COMPENSATION PLAN

III            PROPOSAL TO REAFFIRM APPROVAL OF THE MATERIAL TERMS OF THE       Management          For                For
               AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

IV             PROPOSAL TO AMEND A MATERIAL TERM OF THE 2001 MANAGEMENT         Management          For                For
               EQUITY INCENTIVE AND COMPENSATION PLAN

V              ADVISORY VOTE - RESOLUTION TO APPROVE THE COMPENSATION, AS       Management          Abstain            Against
               DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION
               AND COMPENSATION TABLES, AS WELL AS THE OTHER NARRATIVE
               EXECUTIVE COMPENSATION DISCLOSURES, CONTAINED IN THE
               DEFINITIVE PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF
               STOCKHOLDERS, OF THE NAMED EXECUTIVE OFFICERS IDENTIFIED IN
               SUCH PROXY STATEMENT

VI             ADVISORY VOTE - FREQUENCY OF CONDUCTING FUTURE ADVISORY VOTES    Management          Abstain            Against
               ON COMPENSATION OF NAMED EXECUTIVE OFFICERS


NORDSON CORPORATION


                                                                                                    
SECURITY                             655663102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NDSN                                       MEETING DATE                 01-Mar-2011
ISIN                                 US6556631025                               AGENDA                       933367357 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOSEPH P. KEITHLEY                                                        For                For

               2          MARY G. PUMA                                                              For                For

               3          WILLIAM L. ROBINSON                                                       For                For

02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING OCTOBER 31, 2011.

03             TO APPROVE, AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.          Management          Abstain            Against

04             TO RECOMMEND, THE FREQUENCY WITH WHICH SHAREHOLDERS ARE          Management          Abstain            Against
               PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSTION.


MEDIACOM COMMUNICATIONS CORPORATION


                                                                                                    
SECURITY                             58446K105                                  MEETING TYPE                 Special
TICKER SYMBOL                        MCCC                                       MEETING DATE                 04-Mar-2011
ISIN                                 US58446K1051                               AGENDA                       933370809 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF           Management          For                For
               NOVEMBER 12, 2010, BY AND AMONG MEDIACOM COMMUNICATIONS
               CORPORATION, JMC COMMUNICATIONS LLC AND ROCCO B. COMMISSO,
               AS IT MAY BE AMENDED FROM TIME TO TIME, ALL AS MORE FULLY
               DESCRIBED IN THE PROXY STATEMENT.

02             TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING TO A        Management          For                For
               LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE ANY
               INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
               APPROVE PROPOSAL 1.

03             IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON     Management          For                For
               SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL
               MEETING.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  38
The Gabelli Small Cap Growth Fund

DEL MONTE FOODS COMPANY


                                                                                                    
SECURITY                             24522P103                                  MEETING TYPE                 Special
TICKER SYMBOL                        DLM                                        MEETING DATE                 07-Mar-2011
ISIN                                 US24522P1030                               AGENDA                       933366177 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF           Management          For                For
               NOVEMBER 24, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
               BY AND AMONG DEL MONTE FOODS COMPANY, BLUE ACQUISITION GROUP,
               INC., AND BLUE MERGER SUB INC.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,     Management          For                For
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND
               PLAN OF MERGER.


ZORAN CORPORATION


                                                                                                    
SECURITY                             98975F101                                  MEETING TYPE                 Contested-Consent
TICKER SYMBOL                        ZRAN                                       MEETING DATE                 08-Mar-2011
ISIN                                 US98975F1012                               AGENDA                       933367319 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             REPEAL ANY PROVISION OF THE AMENDED AND RESTATED BYLAWS OF       Management          For                For
               ZORAN ("THE BYLAWS") IN EFFECT AT THE TIME THIS PROPOSAL
               BECOMES EFFECTIVE, INCLUDING ANY AMENDMENTS THERETO, WHICH
               WERE NOT INCLUDED IN THE BYLAWS THAT BECAME EFFECTIVE ON
               APRIL 22, 2009 AND WERE FILED WITH THE SECURITIES AND
               EXCHANGE COMMISSION ON APRIL 23, 2009.

2A             CONSENT TO THE REMOVAL OF RAYMOND A. BURGESS                     Management          For                For

2B             CONSENT TO THE REMOVAL OF UZIA GALIL                             Management          For                For

2C             CONSENT TO THE REMOVAL OF JAMES D. MEINDL                        Management          For                For

2D             CONSENT TO THE REMOVAL OF JAMES B. OWENS, JR.                    Management          For                For

2E             CONSENT TO THE REMOVAL OF ARTHUR B. STABENOW                     Management          For                For

2F             CONSENT TO THE REMOVAL OF PHILIP M. YOUNG                        Management          For                For

3              AMEND ARTICLE IV, SECTION 19 OF THE BYLAWS TO PROVIDE THAT       Management          For                For
               ANY VACANCIES ON THE BOARD OF DIRECTORS OF THE COMPANY
               RESULTING FROM THE REMOVAL OF DIRECTORS BY THE STOCKHOLDERS
               MAY ONLY BE FILLED BY THE STOCKHOLDERS OF THE COMPANY.

4A             CONSENT TO THE ELECTION OF JON S. CASTOR                         Management          For                For

4B             CONSENT TO THE ELECTION OF DALE FULLER                           Management          For                For

4C             CONSENT TO THE ELECTION OF THOMAS LACEY                          Management          For                For

4D             CONSENT TO THE ELECTION OF JEFFREY MCCREARY                      Management          For                For

4E             CONSENT TO THE ELECTION OF JEFFREY C. SMITH                      Management          For                For

4F             CONSENT TO THE ELECTION OF EDWARD TERINO                         Management          For                For



DGT HOLDINGS CORP.


                                                                                                    
SECURITY                             23328R107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DGTCD                                      MEETING DATE                 08-Mar-2011
ISIN                                 US23328R1077                               AGENDA                       933368284 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES R. HENDERSON                                                        For                For

               2          GENERAL M.A. MCPEAK                                                       For                For

               3          JAMES A. RISHER                                                           For                For

               4          JOHN J. QUICKE                                                            For                For

               5          T. SCOTT AVILA                                                            For                For

02             TO APPROVE AN AMENDMENT TO THE COMPANY'S 2007 INCENTIVE STOCK    Management          Against            Against
               PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED AND RESERVED
               FOR ISSUANCE THEREUNDER BY 300,000 SHARES.

03             TO APPROVE AN ADVISORY RESOLUTION REGARDING THE COMPENSATION     Management          Abstain            Against
               OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04             TO VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY AT WHICH THE     Management          Abstain            Against
               COMPANY SHOULD INCLUDE AN ADVISORY VOTE REGARDING THE
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IN ITS
               PROXY STATEMENT.

05             TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT     Management          For                For
               REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
               YEAR ENDING JULY 30, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  39
The Gabelli Small Cap Growth Fund

TYCO INTERNATIONAL LTD.


                                                                                                    
SECURITY                             H89128104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TYC                                        MEETING DATE                 09-Mar-2011
ISIN                                 CH0100383485                               AGENDA                       933367395 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE THE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL       Management          For                For
               STATEMENTS OF TYCO INTERNATIONAL LTD ("TYCO") AND FINANCIAL
               STATEMENTS FOR YEAR ENDED SEPTEMBER 24, 2010.

02             TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY FOR THE       Management          For                For
               FINANCIAL YEAR ENDED SEPTEMBER 24, 2010.

03             DIRECTOR                                                         Management

               1          EDWARD D. BREEN                                                           For                For

               2          MICHAEL E. DANIELS                                                        For                For

               3          TIMOTHY M. DONAHUE                                                        For                For

               4          BRIAN DUPERREAULT                                                         For                For

               5          BRUCE S. GORDON                                                           For                For

               6          RAJIV L. GUPTA                                                            For                For

               7          JOHN A. KROL                                                              For                For

               8          BRENDAN R. O'NEILL                                                        For                For

               9          DINESH PALIWAL                                                            For                For

               10         WILLIAM S. STAVROPOULOS                                                   For                For

               11         SANDRA S. WIJNBERG                                                        For                For

               12         R. DAVID YOST                                                             For                For

4A             TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS UNTIL THE    Management          For                For
               NEXT ANNUAL GENERAL MEETING.

4B             TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT    Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

4C             TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS SPECIAL           Management          For                For
               AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING.

5A             TO APPROVE THE ALLOCATION OF FISCAL YEAR 2010 RESULTS.           Management          For                For

5B             TO APPROVE THE PAYMENT OF AN ORDINARY CASH DIVIDEND IN THE       Management          For                For
               AMOUNT OF $1.00 PER SHARE TO BE MADE OUT OF TYCO'S
               "CONTRIBUTED SURPLUS" EQUITY POSITION IN ITS STATUTORY
               ACCOUNTS.

06             APPROVAL OF AN AMENDMENT TO TYCO'S ARTICLES OF ASSOCIATION TO    Management          For                For
               RENEW THE AMOUNT OF AUTHORIZED SHARE CAPITAL.

07             TO APPROVE THE CANCELLATION OF REPURCHASED TREASURY SHARES.      Management          For                For

8A             TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

8B             TO CAST A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE      Management          Abstain            Against
               EXECUTIVE COMPENSATION VOTE.


GREEN MOUNTAIN COFFEE ROASTERS, INC.


                                                                                                    
SECURITY                             393122106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GMCR                                       MEETING DATE                 10-Mar-2011
ISIN                                 US3931221069                               AGENDA                       933367434 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          LAWRENCE J. BLANFORD                                                      For                For

               2          MICHAEL J. MARDY                                                          For                For

               3          DAVID E. MORAN                                                            For                For

2              TO CONSIDER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS        Management          Abstain            Against
               DISCLOSED IN THESE MATERIALS.

3              TO CONSIDER AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON      Management          Abstain            Against
               EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE
               YEARS

4              TO RATIFY THE THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS     Management          For                For
               OUR INDEPENDENT REGISTERED ACCOUNTANTS FOR OUR 2011 FISCAL
               YEAR


MVC CAPITAL, INC.


                                                                                                    
SECURITY                             553829102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MVC                                        MEETING DATE                 10-Mar-2011
ISIN                                 US5538291023                               AGENDA                       933367826 - 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 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  40
The Gabelli Small Cap Growth Fund

NATIONAL FUEL GAS COMPANY


                                                                                                    
SECURITY                             636180101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NFG                                        MEETING DATE                 10-Mar-2011
ISIN                                 US6361801011                               AGENDA                       933368157 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT T. BRADY                                                           For                For

               2          ROLLAND E. KIDDER                                                         For                For

               3          FREDERIC V. SALERNO                                                       For                For

02             VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR REGISTERED      Management          For                For
               PUBLIC ACCOUNTING FIRM

03             ADVISORY VOTE TO APPROVE COMPENSATION OF EXECUTIVES              Management          Abstain            Against

04             ADVISORY VOTE ON FREQUENCY OF VOTE TO APPROVE COMPENSATION OF    Management          Abstain            Against
               EXECUTIVES


NORDION INC.


                                                                                                    
SECURITY                             65563C105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NDZ                                        MEETING DATE                 10-Mar-2011
ISIN                                 CA65563C1059                               AGENDA                       933370241 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          W.D. ANDERSON                                                             For                For

               2          W.G. DEMPSEY                                                              For                For

               3          R.W. LUBA                                                                 For                For

               4          M.A. MOGFORD                                                              For                For

               5          S. MURPHY                                                                 For                For

               6          K. NEWPORT                                                                For                For

               7          A. OLUKOTUN                                                               For                For

               8          S.M. WEST                                                                 For                For

               9          J. WOODRUFF                                                               For                For

02             APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS, AND AUTHORIZING    Management          For                For
               THE DIRECTORS TO FIX THEIR REMUNERATION.


THE COOPER COMPANIES, INC.


                                                                                                    
SECURITY                             216648402                                  MEETING TYPE                 Annual
TICKER SYMBOL                        COO                                        MEETING DATE                 16-Mar-2011
ISIN                                 US2166484020                               AGENDA                       933371469 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: A. THOMAS BENDER                           Management          For                For

1B             ELECTION OF DIRECTOR: MICHAEL H. KALKSTEIN                       Management          For                For

1C             ELECTION OF DIRECTOR: JODY S. LINDELL                            Management          For                For

1D             ELECTION OF DIRECTOR: DONALD PRESS                               Management          For                For

1E             ELECTION OF DIRECTOR: STEVEN ROSENBERG                           Management          For                For

1F             ELECTION OF DIRECTOR: ALLAN E. RUBENSTEIN, M.D.                  Management          For                For

1G             ELECTION OF DIRECTOR: ROBERT S. WEISS                            Management          For                For

1H             ELECTION OF DIRECTOR: STANLEY ZINBERG, M.D.                      Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             AMENDMENT AND RESTATEMENT OF THE 2007 LONG-TERM INCENTIVE        Management          Against            Against
               PLAN TO ADD 1,530,000 SHARES TO THE TOTAL SHARES RESERVED FOR
               GRANT.

04             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2006            Management          Against            Against
               DIRECTORS' PLAN TO ADD 300,000 SHARES TO TOTAL SHARES
               RESERVED FOR GRANT.

05             AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE      Management          Abstain            Against
               OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.

06             AN ADVISORY VOTE ON THE FREQUENCY WITH WHICH EXECUTIVE           Management          Abstain            Against
               COMPENSATION WILL BE SUBJECT TO A STOCKHOLDER ADVISORY VOTE.


OMNOVA SOLUTIONS INC.


                                                                                                    
SECURITY                             682129101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OMN                                        MEETING DATE                 17-Mar-2011
ISIN                                 US6821291019                               AGENDA                       933369832 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          MICHAEL J. MERRIMAN                                                       For                For

               2          WILLIAM R. SEELBACH                                                       For                For

2              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING NOVEMBER 30, 2011

3              APPROVAL OF THE COMPENSATION OF THE COMPANY'S EXECUTIVE          Management          Abstain            Against
               OFFICERS

4              FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION            Management          Abstain            Against




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  41
The Gabelli Small Cap Growth Fund

VIMPELCOM LTD.


                                                                                                    
SECURITY                             92719A106                                  MEETING TYPE                 Contested-Special
TICKER SYMBOL                        VIP                                        MEETING DATE                 17-Mar-2011
ISIN                                 US92719A1060                               AGENDA                       933373615 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE, FOR PURPOSES OF BYE-LAW 55.4(F) OF BYE- LAWS OF      Management          For                For
               VIMPELCOM LTD., ISSUANCE BY VIMPELCOM LTD. OF UP TO
               325,639,827 COMMON SHARES OF VIMPELCOM LTD. AND OF
               305,000,000 CONVERTIBLE PREFERRED SHARES OF VIMPELCOM LTD.
               PURSUANT TO TERMS OF SHARE SALE AND EXCHANGE AGREEMENT
               RELATING TO ACQUISITION OF WIND TELECOM S.P.A. APPROVED BY
               SUPERVISORY BOARD ON JANUARY 16, 2011

02             TO INCREASE AUTHORIZED SHARE CAPITAL OF VIMPELCOM LTD. TO        Management          For                For
               US$3,114,171.83 BY CREATION OF 630,639,827 NEW COMMON SHARES
               OF PAR VALUE US$0.001 EACH IN VIMPELCOM LTD. AND OF
               305,000,000 NEW CONVERTIBLE PREFERRED SHARES OF PAR VALUE
               US$0.001 EACH IN VIMPELCOM LTD., THE NEW SHARES HAVING THE
               RIGHTS AND BEING SUBJECT TO CONDITIONS SET OUT IN THE
               VIMPELCOM LTD. BYE-LAWS


VIMPELCOM LTD.


                                                                                                    
SECURITY                             92719A106                                  MEETING TYPE                 Contested-Special
TICKER SYMBOL                        VIP                                        MEETING DATE                 17-Mar-2011
ISIN                                 US92719A1060                               AGENDA                       933373615 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE, FOR PURPOSES OF BYE-LAW 55.4(F) OF BYE- LAWS OF      Management          For                For
               VIMPELCOM LTD., ISSUANCE BY VIMPELCOM LTD. OF UP TO
               325,639,827 COMMON SHARES OF VIMPELCOM LTD. AND OF
               305,000,000 CONVERTIBLE PREFERRED SHARES OF VIMPELCOM LTD.
               PURSUANT TO TERMS OF SHARE SALE AND EXCHANGE AGREEMENT
               RELATING TO ACQUISITION OF WIND TELECOM S.P.A. APPROVED BY
               SUPERVISORY BOARD ON JANUARY 16, 2011

02             TO INCREASE AUTHORIZED SHARE CAPITAL OF VIMPELCOM LTD. TO        Management          For                For
               US$3,114,171.83 BY CREATION OF 630,639,827 NEW COMMON SHARES
               OF PAR VALUE US$0.001 EACH IN VIMPELCOM LTD. AND OF
               305,000,000 NEW CONVERTIBLE PREFERRED SHARES OF PAR VALUE
               US$0.001 EACH IN VIMPELCOM LTD., THE NEW SHARES HAVING THE
               RIGHTS AND BEING SUBJECT TO CONDITIONS SET OUT IN THE
               VIMPELCOM LTD. BYE-LAWS


STRAUMANN HLDG AG


                                                                                                    
SECURITY                             H8300N119                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 18-Mar-2011
ISIN                                 CH0012280076                               AGENDA                       702735830 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
               BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN      Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE
               INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE
               VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED
               ON YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND
               RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS
               REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT
               SERVICE REPRE-SENTATIVE.

1              TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED      Registration        No Action
               TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
               RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE
               THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
               VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
               NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
               INSTRUCTIONS


STRAUMANN HLDG AG


                                                                                                    
SECURITY                             H8300N119                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 18-Mar-2011
ISIN                                 CH0012280076                               AGENDA                       702798185 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THE NOTICE FOR THIS MEETING WAS RECEIVED        Non-Voting
               AFTER THE REGISTRATI-ON DEADLINE. IF YOUR SHARES WERE
               REGISTERED PRIOR TO THE DEADLINE OF 18 FEB 20-11 [BOOK
               CLOSING/REGISTRATION DEADLINE DATE], YOUR VOTING INSTRUCTIONS
               WILL BE-ACCEPTED FOR THIS MEETING. HOWEVER, VOTING
               INSTRUCTIONS FOR SHARES THAT WERE-NOT REGISTERED PRIOR TO
               THE REGISTRATION DEADLINE WILL NOT BE ACCEPTED.

CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN      Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1              Presentation of the business report 2010 as well as the          Non-Voting
               report of the auditors

2.1            Approval of the annual report 2010, the annual account 2010      Management          No Action
               as well as the group account 2010

2.2            Approval of the compensation report 2010                         Management          No Action

3              Decision about the appropriation of the balance profit and       Management          No Action
               dissolution of legal reserves

4              The board of directors proposes to amend the Article 3.1.3       Management          No Action
               paragraph 5 of the Articles of Association as specified

5              Discharge of the board of directors                              Management          No Action




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  42
The Gabelli Small Cap Growth Fund


                                                                                                           
6.1            Re-election of Gilbert Achermann into the board of directors     Management          No Action
               for a one-year term

6.2            Re-election of Dr. Sebastian Burckhardt into the board of        Management          No Action
               directors for a one-year term

6.3            Re-election of Dominik Ellenrieder into the board of             Management          No Action
               directors for a one-year term

6.4            Re-election of Roland Hess into the board of directors for a     Management          No Action
               one-year term

6.5            Re-election Ulrich Looser into the board of directors for a      Management          No Action
               one-year term

6.6            Re-election Dr. Beat Luthi into the board of directors for a     Management          No Action
               one-year term

6.7            Re-election Stefan Meister into the board of directors for a     Management          No Action
               one-year term

6.8            Re-election of Dr. H.C. Thomas Straumann into the board of       Management          No Action
               directors for a one-year term

7              The Board of Directors proposes the reappointment of             Management          No Action
               PricewaterhouseCoopers AG, Basel, as Statutory Auditors for a
               term of one year

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN BLOCKING    Non-Voting
               CONDITIONS FROM-"Y" TO "N". IF YOU HAVE ALREADY SENT IN YOUR
               VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE
               TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


CLARCOR INC.


                                                                                                    
SECURITY                             179895107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CLC                                        MEETING DATE                 22-Mar-2011
ISIN                                 US1798951075                               AGENDA                       933372409 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARK A. EMKES                                                             For                For

               2          ROBERT H. JENKINS                                                         For                For

               3          PHILIP R. LOCHNER, JR.                                                    For                For

02             SAY ON PAY - AN ADVISORY NON-BINDING VOTE ON THE APPROVAL OF     Management          Abstain            Against
               EXECUTIVE COMPENSATION.

03             SAY WHEN ON PAY - AN ADVISORY NON-BINDING VOTE ON THE            Management          Abstain            Against
               APPROVAL OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
               COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 26, 2011.


WILMINGTON TRUST CORPORATION


                                                                                                    
SECURITY                             971807102                                  MEETING TYPE                 Special
TICKER SYMBOL                        WL                                         MEETING DATE                 22-Mar-2011
ISIN                                 US9718071023                               AGENDA                       933373259 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, OR MERGER             Management          For                For
               AGREEMENT, DATED AS OF OCTOBER 31, 2010, BY AND AMONG M&T BANK
               CORPORATION, A NEW YORK CORPORATION, MTB ONE, INC., A DELAWARE
               CORPORATION AND WHOLLY OWNED DIRECT SUBSIDIARY OF M&T, AND
               WILMINGTON TRUST CORPORATION, PURSUANT TO WHICH MTB ONE, INC.
               WILL MERGE WITH AND INTO WILMINGTON TRUST CORPORATION.

02             TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL MEETING, IF         Management          For                For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE
               ADOPTION OF THE MERGER AGREEMENT.


ALL AMERICAN GROUP INC.


                                                                                                    
SECURITY                             016437105                                  MEETING TYPE                 Special
TICKER SYMBOL                        COHM                                       MEETING DATE                 22-Mar-2011
ISIN                                 US0164371058                               AGENDA                       933374249 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF        Management          Against            Against
               NOVEMBER 8, 2010, BY AND AMONG ALL AMERICAN GROUP HOLDINGS,
               LLC ("ACQUIROR"), ALL AMERICAN ACQUISITION CORPORATION
               ("ACQUISITION SUB"), AAG AND RICHARD M. LAVERS (AS
               SHAREHOLDERS REPRESENTATIVE).


ROBBINS & MYERS, INC.


                                                                                                    
SECURITY                             770196103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RBN                                        MEETING DATE                 22-Mar-2011
ISIN                                 US7701961036                               AGENDA                       933375051 - 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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  43
The Gabelli Small Cap Growth Fund


                                                                                                           
02             APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS              Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING AUGUST 31, 2011.

03             APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE                Management          Abstain            Against
               COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04             APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE FREQUENCY      Management          Abstain            Against
               OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.


CHOFU SEISAKUSHO CO.,LTD.


                                                                                                    
SECURITY                             J06384101                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 25-Mar-2011
ISIN                                 JP3527800001                               AGENDA                       702814218 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

2.1            Appoint a Corporate Auditor                                      Management          For                For

2.2            Appoint a Corporate Auditor                                      Management          For                For



VESTAS WIND SYSTEMS A/S, RANDERS


                                                                                                    
SECURITY                             K9773J128                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 28-Mar-2011
ISIN                                 DK0010268606                               AGENDA                       702811731 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER      Non-Voting
               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

CMMT           PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE     Non-Voting
               THE SHARES TO BE-REGISTERED IN SEGREGATED ACCOUNTS BY
               REGISTRATION DEADLINE IN ORDER TO PROVIDE-VOTING SERVICE.
               PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS
               REQU- IREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES
               ARE REGISTERED IN A SEG-REGATED ACCOUNT FOR THIS GENERAL
               MEETING.

CMMT           PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD         Non-Voting
               MEMBER IS APPOINTED A-S PROXY, WHICH IS OFTEN THE CASE,
               CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-M-ANAGEMENT VOTES.
               THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
               A-RE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN
               REPRESENTATIVE. THE SUB CUST-ODIAN BANKS OFFER REPRESENTATION
               SERVICES FOR AN ADDED FEE IF REQUESTED. THANK-YOU

1              Report of the Board of Directors                                 Non-Voting

2              Presentation and adoption of the annual report                   Management          For                For

3.1            Presentation and adoption of the remuneration of the Board of    Management          For                For
               Directors: Remuneration for financial year 2010

3.2            Presentation and adoption of the remuneration of the Board of    Management          For                For
               Directors: Remuneration for financial year 2011

4              Resolution for the application of profit                         Management          For                For

5.a            Re-election of Bent Erik Carlsen                                 Management          For                For

5.b            Re-election of Torsten Erik Rasmussen                            Management          For                For

5.c            Re-election of Freddy Frandsen                                   Management          For                For

5.d            Re-election of Hakan Eriksson                                    Management          For                For

5.e            Re-election of Jorgen Huno Rasmussen                             Management          For                For

5.f            Re-election of Jorn Ankaer Thomsen                               Management          For                For

5.g            Re-election of Kurt Anker Nielsen                                Management          For                For

5.h            Election of Carsten Bjerg                                        Management          For                For

6              Reappointment of PricewaterhouseCoopers Statsautoriseret         Management          For                For
               Revisionsaktieselskab as the Company's auditor

7.1            The Board of Directors' proposal: Adoption of the                Management          For                For
               remuneration policy for Vestas Wind System A/S'Board of
               Directors and Executive Management

7.2            The Board of Directors' proposal: Prolongation of the Board      Management          For                For
               of Directors' authorisation to increase the share capital -
               amendment to Article 3 of the Company's articles of
               association

7.3            The Board of Directors' proposal: Authorisation for the Board    Management          For                For
               of Directors to let the company acquire treasury shares

7.4            The Shareholders proposal: The General Meeting decides that      Shareholder         Against            For
               Vestas will not use the test centre in Oterild designated by
               the Danish Government


SYNERON MEDICAL LTD.


                                                                                                    
SECURITY                             M87245102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ELOS                                       MEETING DATE                 29-Mar-2011
ISIN                                 IL0010909351                               AGENDA                       933377877 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE AND RATIFY THE RE-APPOINTMENT OF KOST FORER GABBAY    Management          For                For
               & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS OUR
               INDEPENDENT AUDITORS FOR THE COMPANY'S 2010 AND 2011 FISCAL
               YEARS AND FOR AN ADDITIONAL PERIOD UNTIL THE NEXT ANNUAL
               GENERAL MEETING.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  44
The Gabelli Small Cap Growth Fund


                                                                                                           
02             TO RE-ELECT MR. SHIMON ECKHOUSE, THE COMPANY'S CHAIRMAN OF       Management          For                For
               THE BOARD OF DIRECTORS, WHOSE CURRENT TERM EXPIRES AT THE
               MEETING, AS A CLASS III DIRECTOR TO HOLD OFFICE UNTIL THE
               END OF THE THIRD ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
               THE COMPANY TO BE HELD AFTER THE MEETING OR UNTIL A SUCCESSOR
               HAS BEEN DULY ELECTED.

03             TO RE-ELECT DR. MICHAEL ANGHEL, THE COMPANY'S EXTERNAL           Management          For                For
               DIRECTOR, FOR A THREE-YEAR TERM, EFFECTIVE AS OF NOVEMBER 7,
               2011, IN ACCORDANCE WITH THE PROVISIONS OF THE ISRAELI
               COMPANIES LAW.

3A             ARE YOU A CONTROLLING SHAREHOLDER IN THE COMPANY (AS DEFINED     Management          Against
               IN THE ISRAELI COMPANIES LAW) OR VOTING ON BEHALF OF A
               CONTROLLING SHAREHOLDER? - MUST BE COMPLETED FOR VOTE TO BE
               COUNTED. MARK "FOR" = YES AND "AGAINST" = NO.

04             TO RE-ELECT MR. DAN SUESSKIND, THE COMPANY'S EXTERNAL            Management          For                For
               DIRECTOR, FOR A THREE-YEAR TERM, EFFECTIVE AS OF NOVEMBER 7,
               2011, IN ACCORDANCE WITH THE PROVISIONS OF THE ISRAELI
               COMPANIES LAW.

4A             ARE YOU A CONTROLLING SHAREHOLDER IN THE COMPANY (AS DEFINED     Management          Against
               IN THE ISRAELI COMPANIES LAW) OR VOTING ON BEHALF OF A
               CONTROLLING SHAREHOLDER? - MUST BE COMPLETED FOR VOTE TO BE
               COUNTED. MARK "FOR" = YES AND "AGAINST" = NO.

05             TO APPROVE THE COMPENSATION FOR OUR NON- EXECUTIVE DIRECTORS     Management          For                For
               AND EXTERNAL DIRECTORS.

06             TO APPROVE AN INCREASE IN THE COMPANY'S AUTHORIZED SHARE         Management          For                For
               CAPITAL FROM NIS 1,000,000 TO NIS 1,300,000 AND TO AMEND THE
               COMPANY'S ARTICLES OF ASSOCIATION TO REFLECT SUCH INCREASE.


NOBEL BIOCARE


                                                                                                    
SECURITY                             H5783Q130                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 30-Mar-2011
ISIN                                 CH0037851646                               AGENDA                       702835414 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 795232       Non-Voting
               DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
               PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO
               REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE       Non-Voting
               SENT UNDER MEETING-795231, 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.

CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN      Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1              The Board of Directors proposes to approve the annual report     Management          No Action
               2010 consisting of the business report, the statutory
               financial statements and the consolidated financial
               statements of Nobel Biocare Holding Ltd

2              The Board of Directors proposes that the remuneration report     Management          No Action
               for 2010 including the principles of the compensation model
               for 2011 be ratified in a non-binding consultative vote

3.1            The Board proposes to allocate reserves from capital             Management          No Action
               contributions to free reserves in the amount of CHF
               43'324'585.50


3.2            The Board proposes to carry forward the available earnings       Management          No Action
               2010 in the amount of CHF 535'832'838.00

3.3            The Board proposes to distribute a dividend of CHF 0.35 per      Management          No Action
               registered share out of the free reserves allocated according
               to 3.1 above

4              The Board of Directors proposes the granting of discharge to     Management          No Action
               the members of the Board of Directors for their services in
               the business year 2010

5.1            The Board of Directors proposes the re-election of Mrs.          Management          No Action
               Daniela Bosshardt-Hengartner for a one-year term of office
               until the next Annual General Shareholders' Meeting

5.2            The Board of Directors proposes the re-election Messrs.          Management          No Action
               Raymund Breu for a one-year term of office until the next
               Annual General Shareholders' Meeting

5.3            The Board of Directors proposes the re-election of Stig          Management          No Action
               Eriksson for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.4            The Board of Directors proposes the re-election of Edgar         Management          No Action
               Fluri for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.5            The Board of Directors proposes the re-election of Robert        Management          No Action
               Lilja for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.6            The Board of Directors proposes the re-election of Heino von     Management          No Action
               Prondzynski for a one-year term of office until the next
               Annual General Shareholders' Meeting

5.7            The Board of Directors proposes the re-election of Oern Stuge    Management          No Action
               for a one-year term of office until the next Annual General
               Shareholders' Meeting

5.8            The Board of Directors proposes the re-election of Rolf          Management          No Action
               Watter for a one-year term of office until the next Annual
               General Shareholders' Meeting

6              The Board of Directors proposes the re-election of KPMG AG,      Management          No Action
               Zurich, as Auditor for the business year 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  45
The Gabelli Small Cap Growth Fund

GENCORP INC.


                                                                                                    
SECURITY                             368682100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GY                                         MEETING DATE                 30-Mar-2011
ISIN                                 US3686821006                               AGENDA                       933373350 - 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          SCOTT J. SEYMOUR                                                          For                For

               7          MARTIN TURCHIN                                                            For                For

               8          ROBERT C. WOODS                                                           For                For

02             TO APPROVE AN AMENDMENT TO THE GENCORP AMENDED AND RESTATED      Management          For                For
               2009 EQUITY AND PERFORMANCE INCENTIVE PLAN TO ELIMINATE THE
               LIMITATION ON THE NUMBER OF SHARES AVAILABLE TO BE ISSUED AS
               FULL VALUE AWARDS.

03             TO APPROVE AN ADVISORY RESOLUTION REGARDING THE COMPENSATION     Management          Abstain            Against
               OF GENCORP'S NAMED EXECUTIVE OFFICERS.

04             TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY AT WHICH GENCORP    Management          Abstain            Against
               SHOULD INCLUDE AN ADVISORY VOTE REGARDING THE COMPENSATION OF
               GENCORP'S NAMED EXECUTIVE OFFICERS.

05             RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF             Management          For                For
               PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM OF THE COMPANY.


IDT CORPORATION


                                                                                                    
SECURITY                             448947507                                  MEETING TYPE                 Special
TICKER SYMBOL                        IDT                                        MEETING DATE                 04-Apr-2011
ISIN                                 US4489475073                               AGENDA                       933377891 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             AMEND & RESTATE SECOND RESTATED CERTIFICATE OF INCORPORATION     Management          For                For
               TO A) EFFECT A CONVERSION AND RECLASSIFICATION OF EACH
               OUTSTANDING SHARE OF COMMON STOCK INTO ONE SHARE OF CLASS B
               COMMON STOCK; B) ELIMINATE COMMON STOCK & PROVISIONS RELATING
               THERETO; C) PROVIDE FOR CONVERSION OF CLASS A COMMON STOCK; D)
               REVISE PROVISION RELATING TO DIVIDENDS AND DISTRIBUTIONS OF
               CASH AND PROPERTY.


IDEX CORPORATION


                                                                                                    
SECURITY                             45167R104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IEX                                        MEETING DATE                 05-Apr-2011
ISIN                                 US45167R1041                               AGENDA                       933378665 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BRADLEY J. BELL                                                           For                For

               2          LAWRENCE D. KINGSLEY                                                      For                For

               3          GREGORY F. MILZCIK                                                        For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS            Management          For                For
               AUDITORS OF THE COMPANY FOR 2011.


WADDELL & REED FINANCIAL, INC.


                                                                                                    
SECURITY                             930059100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WDR                                        MEETING DATE                 06-Apr-2011
ISIN                                 US9300591008                               AGENDA                       933378247 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SHARILYN S. GASAWAY                                                       For                For

               2          ALAN W. KOSLOFF                                                           For                For

               3          JERRY W. WALTON                                                           For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSAITION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  46
The Gabelli Small Cap Growth Fund

DISCOVER FINANCIAL SERVICES


                                                                                                    
SECURITY                             254709108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DFS                                        MEETING DATE                 07-Apr-2011
ISIN                                 US2547091080                               AGENDA                       933374984 - 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 H. 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             ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.   Management          Abstain            Against

03             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE NAMED     Management          Abstain            Against
               EXECUTIVE OFFICER COMPENSATION.

04             APPROVAL OF AN AMENDMENT TO THE DISCOVER FINANCIAL SERVICES      Management          For                For
               DIRECTORS' COMPENSATION PLAN.

05             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE        Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


STEWART ENTERPRISES, INC.


                                                                                                    
SECURITY                             860370105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        STEI                                       MEETING DATE                 07-Apr-2011
ISIN                                 US8603701058                               AGENDA                       933377574 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN B. ELSTROTT                                                          For                For

               2          THOMAS M. KITCHEN                                                         For                For

               3          ALDEN J. MCDONALD, JR.                                                    For                For

               4          RONALD H. PATRON                                                          For                For

               5          ASHTON J. RYAN, JR.                                                       For                For

               6          JOHN K. SAER, JR.                                                         For                For

               7          FRANK B. STEWART, JR.                                                     For                For

02             SAY ON PAY VOTE: ADVISORY (NON-BINDING) VOTE TO APPROVE          Management          Abstain            Against
               EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT).

03             FREQUENCY VOTE: ADVISORY (NON-BINDING) VOTE ON HOW OFTEN THE     Management          Abstain            Against
               COMPANY SHOULD HOLD A SAY-ON-PAY VOTE.

04             TO RATIFY THE RETENTION OF THE COMPANY'S INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               OCTOBER 31, 2011.

05             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE MEETING OR ANY ADJOURNMENT THEREOF.


BIGLARI HOLDINGS INC.


                                                                                                    
SECURITY                             08986R101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BH                                         MEETING DATE                 07-Apr-2011
ISIN                                 US08986R1014                               AGENDA                       933383452 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SARDAR BIGLARI                                                            Withheld           Against
               2          PHILIP L. COOLEY                                                          Withheld           Against
               3          KENNETH R. COOPER                                                         Withheld           Against
               4          RUTH J. PERSON                                                            Withheld           Against
               5          JOHN W. RYAN                                                              Withheld           Against

02             TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD      Management          For                For
               OF DIRECTORS OF DELOITTE & TOUCHE LLP AS THE CORPORATION'S
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.

03             NON-BINDING ADVISORY VOTE ON THE CORPORATION'S EXECUTIVE         Management          Abstain            Against
               COMPENSATION, AS DESCRIBED IN THESE PROXY MATERIALS.

04             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE     Management          Abstain            Against
               SHAREHOLDER ADVISORY VOTES ON THE CORPORATION'S EXECUTIVE
               COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  47
The Gabelli Small Cap Growth Fund

A.O. SMITH CORPORATION


                                                                                                    
SECURITY                             831865209                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AOS                                        MEETING DATE                 11-Apr-2011
ISIN                                 US8318652091                               AGENDA                       933375342 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GLOSTER B. CURRENT, JR.                                                   For                For

               2          ROBERT J. O'TOOLE                                                         For                For

               3          IDELLE K. WOLF                                                            For                For

               4          GENE C. WULF                                                              For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               CORPORATION.

03             PROPOSAL TO APPROVE BY NON-BINDING ADVISORY VOTE, THE            Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             PROPOSAL TO RECOMMEND BY NON-BINDING ADVISORY VOTE, THE          Management          Abstain            Against
               FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR
               NAMED EXECUTIVE OFFICERS.


OTTER TAIL CORPORATION


                                                                                                    
SECURITY                             689648103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OTTR                                       MEETING DATE                 11-Apr-2011
ISIN                                 US6896481032                               AGENDA                       933375518 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          JOHN D. ERICKSON                                                          For                For

               2          NATHAN I. PARTAIN                                                         For                For

               3          JAMES B. STAKE                                                            For                For

2              THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT     Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

3              ADVISORY VOTE APPROVING THE COMPENSATION PROVIDED TO             Management          Abstain            Against
               EXECUTIVE OFFICERS

4              ADVISORY VOTE OF INTERVAL FOR THE ADVISORY VOTE ON VOTING ON     Management          Abstain            Against
               EXECUTIVE COMPENSATION


BASSETT FURNITURE INDUSTRIES, INC.


                                                                                                    
SECURITY                             070203104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BSET                                       MEETING DATE                 13-Apr-2011
ISIN                                 US0702031040                               AGENDA                       933385139 - 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 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE     Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING NOVEMBER 26, 2011.


H.B. FULLER COMPANY


                                                                                                    
SECURITY                             359694106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FUL                                        MEETING DATE                 14-Apr-2011
ISIN                                 US3596941068                               AGENDA                       933375291 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          J. MICHAEL LOSH                                                           For                For

               2          LEE R. MITAU                                                              For                For

               3          R. WILLIAM VAN SANT                                                       For                For

02             A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF       Management          Abstain            Against
               OUR NAMED EXECUTIVE OFFICERS DISCLOSED IN THE ATTACHED PROXY
               STATEMENT.

03             A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY      Management          Abstain            Against
               VOTE ON EXECUTIVE COMPENSATION.

04             THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS H.B.          Management          For                For
               FULLER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 3, 2011.





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  48
The Gabelli Small Cap Growth Fund

T. ROWE PRICE GROUP, INC.

                                                                                                    
SECURITY                             74144T108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TROW                                       MEETING DATE                 14-Apr-2011
ISIN                                 US74144T1088                               AGENDA                       933376609 - 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: ROBERT F. MACLELLAN                        Management          For                For

1G             ELECTION OF DIRECTOR: BRIAN C. ROGERS                            Management          For                For

1H             ELECTION OF DIRECTOR: DR. ALFRED SOMMER                          Management          For                For

1I             ELECTION OF DIRECTOR: DWIGHT S. TAYLOR                           Management          For                For

1J             ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE                      Management          For                For

02             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION     Management          Abstain            Against
               PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS.

03             RECOMMEND, BY NON-BINDING ADVISORY VOTE, FREQUENCY OF VOTING     Management          Abstain            Against
               BY HOLDERS ON COMPENSATION PAID BY COMPANY TO EXECUTIVE
               OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


CRANE CO.


                                                                                                    
SECURITY                             224399105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CR                                         MEETING DATE                 18-Apr-2011
ISIN                                 US2243991054                               AGENDA                       933380482 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: E. THAYER BIGELOW                          Management          For                For

1B             ELECTION OF DIRECTOR: PHILIP R. LOCHNER, JR.                     Management          For                For

1C             ELECTION OF DIRECTOR: RONALD F. MCKENNA                          Management          For                For

02             RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS            Management          For                For
               INDEPENDENT AUDITORS FOR THE COMPANY FOR 2011

03             APPROVAL OF ANNUAL INCENTIVE PLAN                                Management          For                For

04             SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF EXECUTIVE           Management          Abstain            Against
               COMPENSATION

05             SAY WHEN ON PAY - AN ADVISORY VOTE ON APPROVAL OF THE            Management          Abstain            Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION


GAM HLDG LTD


                                                                                                    
SECURITY                             H2878E106                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 19-Apr-2011
ISIN                                 CH0102659627                               AGENDA                       702874543 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN      Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1              TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED      Registration        No Action
               TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE
               RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE
               THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
               VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND
               NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING
               INSTRUCTIONS


GAM HLDG LTD


                                                                                                    
SECURITY                             H2878E106                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 19-Apr-2011
ISIN                                 CH0102659627                               AGENDA                       702875153 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN      Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

CMMT           PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE       Non-Voting
               SENT UNDER MEETING-796882, 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.

1              The Board of Directors proposes that the annual report, the      Management          No Action
               parent company's as well as the consolidated financial
               statements for the year 2010 be approved




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  49
The Gabelli Small Cap Growth Fund


                                                                                                           
2              The Board of Directors proposes the following: (a) to            Management          No Action
               allocate the aggregate capital contribution reserves in the
               amount of CHF 2,092,582,262 from the balance sheet item
               "Other Reserves" (as part of the free reserves) to the new
               balance sheet item "Capital Contribution Reserves" (as part
               of the legal reserves); and as specified; (b) to carry
               forward the retained earnings of CHF 146.4 million available
               for appropriation and to allocate an amount of CHF 0.50 per
               registered share entitled to distribution out of Capital
               Contribution Reserves to Other Reserves and to distribute
               such amount to the shareholders. As specified

3              The Board of Directors proposes that the members of the Board    Management          No Action
               of Directors and the Executive Board be discharged for the
               2010 financial year

4.1            The Board of Directors proposes the following: (a) to cancel     Management          No Action
               10,330,756 registered shares with a par value of CHF 0.05
               each repurchased by the Company under the share buy-back
               programme 2010-2012, and as a result, to reduce the
               respective reserves created for such own shares and to reduce
               the share capital by CHF 516,537.80 from CHF 10,331,537.80 to
               CHF 9,815,000.00; (b) to state that the audit report of the
               licensed audit expert KPMG Ltd., Zurich, according to Article
               732 Paragraph 2 of the Swiss Code of Obligations, confirms
               that the claims of creditors of the Company are fully covered
               despite the reduction in share capital; and (c) to amend
               article 3.1 and 3.2 of the Articles of Incorporation as
               follows: Current version - Article 3 Share capital; 3.1 The
               fully paid-up share capital amounts to CHF
               10,331,537.80.; 3.2 The share capital is divided into
               206,630,756 registered shares with a par value of CHF -.05
               each. Proposed new version - Article 3 Share capital (changes
               in italics); 3.1 The fully paid-up share capital amounts to
               CHF 9,815,000.00.; 3.2 The share capital is divided into
               196,300,000 registered shares with a par value of CHF -.05
               each. The other provisions of the Articles of Incorporation
               shall remain unchanged

4.2            The Board of Directors proposes approval of the following        Management          No Action
               resolution: The Board of Directors is hereby authorised to
               buy back shares in the maximum amount of 20% of the Company s
               share capital currently inscribed in the Commercial Register,
               corresponding to up to 41,326,151 registered shares with a
               par value of CHF 0.05 each, over a maximum period of three
               years via a second trading line on SIX Swiss Exchange by
               making use of capital contribution reserves. These shares are
               designated for cancellation and are therefore not subject to
               the 10% threshold for "own shares" within the meaning of
               Article 659 of the Swiss Code of Obligations. The respective
               capital reductions, together with the necessary amendments to
               the Articles of Incorporation, shall be submitted to future
               Ordinary Annual General Meetings for approval

5.1            The Board of Directors proposes that Mr Johannes A. de Gier      Management          No Action
               be re-elected as member of the Board of Directors for a
               two-year term

5.2            The Board of Directors proposes that Mr Dieter Enkelmann be      Management          No Action
               re- elected as member of the Board of Directors for a
               two-year term

5.3            The Board of Directors proposes that Mr Hugh Scott-Barrett be    Management          No Action
               re- elected as a member of the Board of Directors for a
               two-year term

6              The Board of Directors proposes that KPMG AG, Zurich, be re-     Management          No Action
               elected as auditors for a one-year period


IL SOLE 24 ORE SPA, MILANO


                                                                                                   
SECURITY                             T52689105                                  MEETING TYPE                Ordinary General Meeting
TICKER SYMBOL                                                                   MEETING DATE                19-Apr-2011
ISIN                                 IT0004269723                               AGENDA                      702891323 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Balance sheet as at december 31st, 2010. Board of directors      Management          For                For
               report, board of auditors report, auditing company report.
               Related and consequent resolutions

2              Integration of the board of directors pursuant to article        Management          For                For
               2386, paragraph 1, of the Italian civil code. Appointment of
               a director


SHENANDOAH TELECOMMUNICATIONS COMPANY


                                                                                                    
SECURITY                             82312B106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SHEN                                       MEETING DATE                 19-Apr-2011
ISIN                                 US82312B1061                               AGENDA                       933387006 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DOUGLAS C. ARTHUR                                                         For                For

               2          TRACY FITZSIMMONS                                                         For                For

               3          JOHN W. FLORA                                                             For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE APPROVING THE COMPENSATION PAID TO THE             Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               NAMED EXECUTIVE OFFICER COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  50
The Gabelli Small Cap Growth Fund

PACCAR INC


                                                                                                    
SECURITY                             693718108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PCAR                                       MEETING DATE                 20-Apr-2011
ISIN                                 US6937181088                               AGENDA                       933376558 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN M. FLUKE, JR.                                                        For                For

               2          KIRK S. HACHIGIAN                                                         For                For

               3          STEPHEN F. PAGE                                                           For                For

               4          THOMAS E. PLIMPTON                                                        For                For

02             ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE         Management          Abstain            Against
               OFFICERS

03             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES   Management          Abstain            Against

04             APPROVAL OF THE LONG TERM INCENTIVE PLAN                         Management          For                For

05             APPROVAL OF THE SENIOR EXECUTIVE YEARLY INCENTIVE                Management          For                For
               COMPENSATION PLAN

06             STOCKHOLDER PROPOSAL REGARDING THE SUPERMAJORITY VOTE            Shareholder         Against            For
               PROVISIONS

07             STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE THRESHOLD         Shareholder         Against            For


INSITUFORM TECHNOLOGIES, INC.


                                                                                                    
SECURITY                             457667103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        INSU                                       MEETING DATE                 20-Apr-2011
ISIN                                 US4576671030                               AGENDA                       933386434 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          J. JOSEPH BURGESS                                                         For                For

               2          STEPHEN P. CORTINOVIS                                                     For                For

               3          STEPHANIE A. CUSKLEY                                                      For                For

               4          JOHN P. DUBINSKY                                                          For                For

               5          CHARLES R. GORDON                                                         For                For

               6          JUANITA H. HINSHAW                                                        For                For

               7          M. RICHARD SMITH                                                          For                For

               8          ALFRED L. WOODS                                                           For                For

02             TO APPROVE THE 2011 NON-EMPLOYEE DIRECTOR EQUITY PLAN            Management          Against            Against

03             TO APPROVE THE 2011 EXECUTIVE PERFORMANCE PLAN                   Management          For                For

04             TO APPROVE AN ADVISORY RESOLUTION RELATING TO EXECUTIVE          Management          Abstain            Against
               COMPENSATION

05             TO APPROVE HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION    Management          Abstain            Against
               EVERY ONE, TWO OR THREE YEARS

06             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011


SONOCO PRODUCTS COMPANY


                                                                                                    
SECURITY                             835495102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SON                                        MEETING DATE                 20-Apr-2011
ISIN                                 US8354951027                               AGENDA                       933387462 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          J.L. COKER                                                                For                For

               2          J.M. MICALI                                                               For                For

               3          L.W. NEWTON                                                               For                For

               4          M.D. OKEN                                                                 For                For

02             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR THE YEAR ENDED DECEMBER 31, 2011.

03             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management          Abstain            Against

04             TO APPROVE THE ADVISORY RESOLUTION ON THE FREQUENCY OF THE       Management          Abstain            Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.


GRACO INC.


                                                                                                    
SECURITY                             384109104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GGG                                        MEETING DATE                 21-Apr-2011
ISIN                                 US3841091040                               AGENDA                       933376546 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PATRICK J. MCHALE                                                         For                For

               2          LEE R. MITAU                                                              For                For

               3          MARTI MORFITT                                                             For                For

02             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             ADVISORY, NON-BINDING RESOLUTION TO APPROVE OUR EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             ADVISORY, NON-BINDING VOTE ON THE FREQUENCY FOR WHICH            Management          Abstain            Against
               SHAREHOLDERS WILL HAVE AN ADVISORY, NON- BINDING VOTE ON OUR
               EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL TO ADOPT MAJORITY VOTING FOR THE            Shareholder         Against            For
               ELECTION OF DIRECTORS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  51
The Gabelli Small Cap Growth Fund

NEWMARKET CORPORATION


                                                                                                    
SECURITY                             651587107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NEU                                        MEETING DATE                 21-Apr-2011
ISIN                                 US6515871076                               AGENDA                       933378362 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         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             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE       Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS OF NEWMARKET CORPORATION.

04             APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF HOLDING      Management          Abstain            Against
               AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.


CYTEC INDUSTRIES INC.


                                                                                                    
SECURITY                             232820100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CYT                                        MEETING DATE                 21-Apr-2011
ISIN                                 US2328201007                               AGENDA                       933378831 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: ANTHONY G. FERNANDES                       Management          For                For

1B             ELECTION OF DIRECTOR: JERRY R. SATRUM                            Management          For                For

1C             ELECTION OF DIRECTOR: RAYMOND P. SHARPE                          Management          For                For

02             RATIFICATION OF KPMG LLP AS THE COMPANY'S AUDITORS FOR 2011.     Management          For                For

03             APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED 1993 STOCK      Management          For                For
               AND INCENTIVE PLAN.

04             APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR            Management          Abstain            Against
               EXECUTIVE OFFICERS.

05             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE          Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


WOLVERINE WORLD WIDE, INC.


                                                                                                    
SECURITY                             978097103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WWW                                        MEETING DATE                 21-Apr-2011
ISIN                                 US9780971035                               AGENDA                       933383224 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM K. GERBER                                                         For                For

               2          BLAKE W. KRUEGER                                                          For                For

               3          MICHAEL A. VOLKEMA                                                        For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL YEAR 2011.

03             AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.                Management          Abstain            Against

04             AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.


SENSIENT TECHNOLOGIES CORPORATION


                                                                                                    
SECURITY                             81725T100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SXT                                        MEETING DATE                 21-Apr-2011
ISIN                                 US81725T1007                               AGENDA                       933384872 - 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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  52
The Gabelli Small Cap Growth Fund


                                                                                                           
02             PROPOSAL TO APPROVE THE COMPENSATION PAID TO SENSIENT'S NAMED    Management          Abstain            Against
               EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF
               REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND
               ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION IN THE
               ACCOMPANYING PROXY STATEMENT.

03             PROPOSAL THAT SENSIENT'S SHAREHOLDERS RECOMMEND THAT THE         Management          Abstain            Against
               ADVISORY VOTE TO APPROVE THE COMPENSATION OF SENSIENT'S NAMED
               EXECUTIVE OFFICERS BE HELD EVERY (CHECK ONE).

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP,         Management          For                For
               CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF
               THE COMPANY FOR 2011.


WAUSAU PAPER CORP.


                                                                                                    
SECURITY                             943315101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WPP                                        MEETING DATE                 21-Apr-2011
ISIN                                 US9433151019                               AGENDA                       933386294 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GARY W. FREELS                                                            For                For

               2          THOMAS J. HOWATT                                                          For                For

               3          LONDA J. DEWEY                                                            For                For

02             ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.                 Management          Abstain            Against

03             ADVISORY VOTE REGARDING FREQUENCY OF SAY-ON-PAY VOTE.            Management          Abstain            Against

04             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE           Management          For                For
               COMPANY'S INDEPENDENT AUDITOR FOR THE 2011 FISCAL YEAR.


GATX CORPORATION


                                                                                                    
SECURITY                             361448103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GMT                                        MEETING DATE                 22-Apr-2011
ISIN                                 US3614481030                               AGENDA                       933382979 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: ANNE L. ARVIA                              Management          For                For

1B             ELECTION OF DIRECTOR: DEBORAH M. FRETZ                           Management          For                For

1C             ELECTION OF DIRECTOR: ERNST A. HABERLI                           Management          For                For

1D             ELECTION OF DIRECTOR: BRIAN A. KENNEY                            Management          For                For

1E             ELECTION OF DIRECTOR: MARK G. MCGRATH                            Management          For                For

1F             ELECTION OF DIRECTOR: JAMES B. REAM                              Management          For                For

1G             ELECTION OF DIRECTOR: DAVID S. SUTHERLAND                        Management          For                For

1H             ELECTION OF DIRECTOR: CASEY J. SYLLA                             Management          For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011

03             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION                    Management          Abstain            Against

04             ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION


VASCULAR SOLUTIONS, INC.


                                                                                                    
SECURITY                             92231M109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VASC                                       MEETING DATE                 22-Apr-2011
ISIN                                 US92231M1099                               AGENDA                       933392348 - 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          MARTIN EMERSON                                                            For                For

02             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF            Management          Abstain            Against
               VASCULAR SOLUTION'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN
               THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, AND THE
               OTHER TABULAR AND NARRATIVE DISCLOSURE REGARDING SUCH
               COMPENSATION, SET
               FORTH IN THE PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF
               SHAREHOLDERS.

03             THE OPTION OF ONCE EVERY ONE, TWO OR THREE YEARS THAT            Management          Abstain            Against
               RECEIVES THE HIGHEST NUMBER OF VOTES CAST FOR THIS ADVISORY
               RESOLUTION WILL BE THE PREFERRED FREQUENCY WITH WHICH VASCULAR
               SOLUTIONS IS TO HOLD AN ADVISORY SHAREHOLDER VOTE ON THE
               COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS.

04             TO RATIFY THE SELECTION OF BAKER TILLY VIRCHOW KRAUSE, LLP AS    Management          For                For
               INDEPENDENT AUDITOR OF THE COMPANY FOR THE YEAR ENDING
               DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  53
The Gabelli Small Cap Growth Fund

VINA CONCHA Y TORO S.A.


                                                                                                    
SECURITY                             927191106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VCO                                        MEETING DATE                 25-Apr-2011
ISIN                                 US9271911060                               AGENDA                       933426529 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, FINANCIAL          Management          For                For
               STATEMENTS AND INDEPENDENT EXTERNAL AUDITORS REPORT,
               CORRESPONDING TO THE PERIOD BEGINNING JANUARY 1, AND ENDING
               DECEMBER 31, 2010.

02             APPROVAL OF THE PROFIT DISTRIBUTION AND DIVIDEND POLICY.         Management          For                For

03             ELECTION OF THE BOARD OF DIRECTORS.                              Management          For                For

04             DESIGNATE THE INDEPENDENT ACCOUNTANTS THAT WILL EXERCISE THE     Management          For                For
               FUNCTION OF EXTERNAL AUDITORS FOR FISCAL 2011.

05             SET THE COMPENSATION OF THE BOARD OF DIRECTORS.                  Management          For                For

06             SET COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS'      Management          For                For
               COMMITTEE, AS REFERRED TO IN ARTICLE 50BIS OF LAW 18.046; AND
               ESTABLISH THE BUDGET FOR COMMITTEE EXPENDITURE FOR FISCAL YEAR
               2011.

07             DETERMINE THE NEWSPAPER IN WHICH NOTIFICATION OF THE NEXT        Management          For                For
               SHAREHOLDERS' MEETING WILL BE PUBLISHED.

08             REPORT ON COMPANY TRANSACTIONS AS STIPULATED IN ARTICLE 146      Management          For                For
               AND SUBSEQUENT, OF LAW NO. 18.046.

09             APPROVAL OF OTHER MATTERS RELEVANT TO THE ORDINARY               Management          For                For
               SHAREHOLDERS' MEETINGS.


INTERPUMP GROUP SPA, SANT'ILARIO D'ENZA


                                                                                                    
SECURITY                             T5513W107                                  MEETING TYPE                 MIX
TICKER SYMBOL                                                                   MEETING DATE                 26-Apr-2011
ISIN                                 IT0001078911                               AGENDA                       702859969 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,      Non-Voting
               THERE WILL BE A-SECOND CALL ON 27 APR 2011 FOR EGM AND 28 APR
               2011 FOR AGM AND A THIRD CALL-ON 28 APR 2011 FOR EGM.
               CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN-VALID FOR
               ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

A.1            Approval of the balance sheet as of 31 Dec 2010, along with      Management          For                For
               directors report on the management, board of auditors report
               and further related documentation foreseen by provisions in
               force. Presentation of the consolidated balance sheet of the
               group as of 31 Dec 2010, along with board of directors report
               and with further related documentation foreseen by provisions
               in force. Related and consequential resolutions

A.2            Profit allocation                                                Management          For                For


A.3            Appointment of the board of directors. Determination of          Management          For                For
               members number. Determination of the office tenor.
               Appointment of the chairman of the board of directors

A.4            Determination of the emoluments for directors related to         Management          For                For
               business year 2011 and of the total amount of remuneration
               for directors covering particular offices

A.5            Appointment of the board of auditors. Appointment of 3           Management          For                For
               statutory auditors and of 2 alternate auditors. Appointment
               of the Chairman. Determination of the emoluments

A.6            In compliance with art 2357 and 2357 TER of the civil code,      Management          For                For
               authorisation to the purchase of own shares and to the
               possible following disposal of own shares in portfolio or
               purchased

A.7            Amendment of artt 2, 4, 5, 7, 8, 9, 15, 16, 25, 26, 27 and 28    Management          For                For
               of the meeting regulation

E.1            Amendment of artt 6, 11, 14, 16 and 25 and introduction of       Management          For                For
               new artt 26, 27 and 28 of the bylaws, also in compliance with
               the new regulation foreseen by law decree 25 Sept 2009 n 146
               which has introduced new additional and corrective
               disposition to the law decree 19 Nov 2007 n 229, on the
               implementation of the directive 2004 25 ce related to tender
               offer, by law decree 27 Jan 2010 n 27 which has acknowledged
               the EU directive n 2007 36 ce related to shareholders rights,
               and by Consob resolution n 17221 of 21 Mar 2010 and related
               to transaction executed by the company with its subsidiaries


IL SOLE 24 ORE SPA, MILANO


                                                                                                    
SECURITY                             T52689105                                  MEETING TYPE                 Special General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 26-Apr-2011
ISIN                                 IT0004269723                               AGENDA                       702902114 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Report related to the set up of a fund for the necessary         Management          For                For
               expenses to cover common interests of preferred shareholders

2              To appoint the Preferred shareholders Common Representative.     Management          For                For
               Resolutions related there to


CEPHEID


                                                                                                    
SECURITY                             15670R107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPHD                                       MEETING DATE                 26-Apr-2011
ISIN                                 US15670R1077                               AGENDA                       933382208 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT J. EASTON                                                          For                For

               2          HOLLINGS C. RENTON                                                        For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  54
The Gabelli Small Cap Growth Fund


                                                                                                           
               3          GLENN D. STEELE, JR.                                                      For                For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT    Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF CEPHEID FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

03             TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY    Management          Abstain            Against
               OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.


VALMONT INDUSTRIES, INC.


                                                                                                    
SECURITY                             920253101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VMI                                        MEETING DATE                 26-Apr-2011
ISIN                                 US9202531011                               AGENDA                       933383832 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MOGENS C. BAY                                                             For                For

               2          WALTER SCOTT, JR.                                                         For                For

               3          CLARK T. RANDT, JR.                                                       For                For

02             PROPOSAL TO APPROVE AN ADVISORY VOTE ON EXECUTIVE                Management          Abstain            Against
               COMPENSATION.

03             PROPOSAL TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF         Management          Abstain            Against
               EXECUTIVE COMPENSATION VOTES.

04             RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS            Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL 2011.


CH ENERGY GROUP, INC.


                                                                                                    
SECURITY                             12541M102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CHG                                        MEETING DATE                 26-Apr-2011
ISIN                                 US12541M1027                               AGENDA                       933386472 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARGARITA K. DILLEY                                                       For                For

               2          STEVEN M. FETTER                                                          For                For

               3          STANLEY J. GRUBEL                                                         For                For

               4          STEVEN V. LANT                                                            For                For

               5          EDWARD T. TOKAR                                                           For                For

               6          JEFFREY D. TRANEN                                                         For                For

02             ADOPTION OF THE CORPORATION'S LONG-TERM EQUITY INCENTIVE PLAN.   Management          For                For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             RATIFICATION OF THE APPOINTMENT OF THE CORPORATION'S             Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


RPC, INC.


                                                                                                    
SECURITY                             749660106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RES                                        MEETING DATE                 26-Apr-2011
ISIN                                 US7496601060                               AGENDA                       933386535 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          R. RANDALL ROLLINS                                                        For                For

               2          HENRY B. TIPPIE                                                           For                For

               3          JAMES B. WILLIAMS                                                         For                For

02             TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

03             TO AMEND THE CERTIFICATE OF INCORPORATON OF COMPANY TO           Management          For                For
               INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK TO
               350,000,000 SHARES.

04             TO APPROVE THE PERFORMANCE-BASED INCENTIVE CASH COMPENSATION     Management          For                For
               PLAN FOR THE EXECUTIVE OFFICERS.

05             TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE          Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

06             TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON          Management          Abstain            Against
               EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO OR THREE
               YEARS.


MARINE PRODUCTS CORPORATION


                                                                                                    
SECURITY                             568427108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MPX                                        MEETING DATE                 26-Apr-2011
ISIN                                 US5684271084                               AGENDA                       933387563 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          R. RANDALL ROLLINS                                                        For                For

               2          HENRY B. TIPPIE                                                           For                For

               3          JAMES B. WILLIAMS                                                         For                For

02             TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  55
The Gabelli Small Cap Growth Fund

ROLLINS, INC.


                                                                                                    
SECURITY                             775711104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROL                                        MEETING DATE                 26-Apr-2011
ISIN                                 US7757111049                               AGENDA                       933387638 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          R. RANDALL ROLLINS                                                        For                For

               2          JAMES B. WILLIAMS                                                         For                For

02             TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE 2011 FISCAL YEAR.

03             THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE    Management          For                For
               THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK TO
               250,500,000 SHARES.

04             TO VOTE FOR THE APPROVAL ON A NONBINDING RESOLUTION REGARDING    Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON          Management          Abstain            Against
               EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO, OR
               THREE YEARS.


STRYKER CORPORATION


                                                                                                    
SECURITY                             863667101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SYK                                        MEETING DATE                 26-Apr-2011
ISIN                                 US8636671013                               AGENDA                       933388490 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          HOWARD E. COX, JR.                                                        For                For

               2          SRIKANT M. DATAR, PH.D.                                                   For                For

               3          ROCH DOLIVEUX, DVM                                                        For                For

               4          LOUISE L. FRANCESCONI                                                     For                For

               5          ALLAN C. GOLSTON                                                          For                For

               6          HOWARD L. LANCE                                                           For                For

               7          STEPHEN P. MACMILLAN                                                      For                For

               8          WILLIAM U. PARFET                                                         For                For

               9          RONDA E. STRYKER                                                          For                For

02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF THE 2011 LONG-TERM INCENTIVE PLAN.                   Management          Against            Against

04             APPROVAL OF THE 2011 PERFORMANCE INCENTIVE AWARD PLAN.           Management          Against            Against

05             APPROVAL, IN AN ADVISORY VOTE, OF THE COMPANY'S EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

06             RECOMMENDATION, IN AN ADVISORY VOTE, OF THE FREQUENCY OF         Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

07             SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING.      Shareholder         Against            For


TELEFLEX INCORPORATED


                                                                                                    
SECURITY                             879369106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TFX                                        MEETING DATE                 26-Apr-2011
ISIN                                 US8793691069                               AGENDA                       933398009 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GEORGE BABICH, JR.                                                        For                For

               2          WILLIAM R. COOK                                                           For                For

               3          STEPHEN K. KLASKO                                                         For                For

               4          BENSON F. SMITH                                                           For                For

02             APPROVAL OF THE TELEFLEX INCORPORATED 2011 EXECUTIVE             Management          For                For
               INCENTIVE PLAN.

03             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.       Management          Abstain            Against

04             ADVISORY VOTE ON WHETHER THE ADVISORY VOTE ON COMPENSATION OF    Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE
               YEARS.

05             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE 2011 FISCAL YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  56
The Gabelli Small Cap Growth Fund

FEDERAL SIGNAL CORPORATION


                                                                                                    
SECURITY                             313855108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FSS                                        MEETING DATE                 26-Apr-2011
ISIN                                 US3138551086                               AGENDA                       933399695 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM F. OWENS                                                          For                For

               2          CHARLES R. CAMPBELL                                                       For                For

               3          PAUL W. JONES                                                             For                For

               4          DENNIS J. MARTIN                                                          For                For

               5          BRENDA L. REICHELDERFER                                                   For                For

02             ADVISORY RESOLUTION RELATING TO OUR EXECUTIVE COMPENSATION       Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION

04             RATIFY ERNST & YOUNG LLP'S APPOINTMENT AS OUR INDEPENDENT        Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011


CAPITAL PROPERTIES, INC.


                                                                                                    
SECURITY                             140430109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPTP                                       MEETING DATE                 26-Apr-2011
ISIN                                 US1404301095                               AGENDA                       933401236 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT H. EDER                                                            For                For

               2          HARRIS N. ROSEN                                                           For                For



BIO-RAD LABORATORIES, INC.


                                                                                                    
SECURITY                             090572207                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BIO                                        MEETING DATE                 26-Apr-2011
ISIN                                 US0905722072                               AGENDA                       933405753 - 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 ERNST & YOUNG LLP TO         Management          For                For
               SERVE AS THE COMPANY'S INDEPENDENT AUDITORS.

03             PROPOSAL TO APPROVE THE BIO-RAD LABORATORIES, INC. 2011          Management          For                For
               EMPLOYEE STOCK PURCHASE PLAN.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION         Management          Abstain            Against
               VOTES.


EMBRAER S A


                                                                                                    
SECURITY                             29082A107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ERJ                                        MEETING DATE                 26-Apr-2011
ISIN                                 US29082A1079                               AGENDA                       933426997 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
E1             RESOLVE THE PROPOSAL OF BOARD TO (I) INCREASE NUMBER OF          Management          For                For
               MEMBERS OF BOARD FROM 11 TO 13, & THEREFORE, TO AMEND BYLAWS;
               (II) INCREASE FROM 7 TO 9 THE NUMBER OF AFFIRMATIVE VOTES OF
               BOARD NECESSARY TO REMOVE OFFICERS FROM OFFICE, & THEREFORE
               ADJUSTING ARTICLE 33 OF BYLAWS; (III) AMEND FROM 4 TO 5 THE
               MAXIMUM NUMBER OF MEMBERS OF BOARD COMMITTEES, & THEREFORE
               AMENDING BYLAWS

O1             TO TAKE THE MANAGEMENT'S REPORT, EXAMINE, DISCUSS AND VOTE       Management          For                For
               THE FINANCIAL STATEMENTS OF THE FISCAL YEAR ENDED IN DECEMBER
               31ST, 2010

O2             TO RESOLVE ON THE ALLOCATION OF THE NET INCOME OF THE FISCAL     Management          For                For
               YEAR ENDED IN DECEMBER 31ST, 2010 AND THE DISTRIBUTION OF
               DIVIDENDS

O3             TO ELECT THE MEMBERS OF THE BOARD OF DIRECTORS                   Management          For                For

O4             TO ELECT THE MEMBERS OF THE AUDIT COMMITTEE                      Management          For                For

O5             THE SETTING-UP OF THE OFFICERS AND MEMBERS OF THE COMMITTEES     Management          For                For
               OF THE BOARD OF DIRECTORS GLOBAL ANNUAL COMPENSATION

O6             THE SETTING-UP OF THE AUDIT COMMITTEE GLOBAL ANNUAL              Management          For                For
               COMPENSATION


SORIN SPA, MILANO


                                                                                                    
SECURITY                             T8782F102                                  MEETING TYPE                 MIX
TICKER SYMBOL                                                                   MEETING DATE                 27-Apr-2011
ISIN                                 IT0003544431                               AGENDA                       702887499 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,      Non-Voting
               THERE WILL BE A-SECOND CALL ON 28 APR 2011. CONSEQUENTLY,
               YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS
               UNLESS THE AGENDA IS AMENDED. THANK YOU.

O.1            Balance sheet as at December 31st, 2010 and report about the     Management          For                For
               management. Inherent and consequent resolutions

E.1            Proposal of amendment of the art. 8 of the company bylaw.        Management          For                For
               Inherent and consequent resolutions




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  57
The Gabelli Small Cap Growth Fund

KAMAN CORPORATION


                                                                                                    
SECURITY                             483548103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KAMN                                       MEETING DATE                 27-Apr-2011
ISIN                                 US4835481031                               AGENDA                       933375734 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          BRIAN E. BARENTS                                                          For                For

               2          GEORGE E. MINNICH                                                         For                For

               3          THOMAS W. RABAUT                                                          For                For

2              TO PROVIDE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against

3              TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE    Management          Abstain            Against
               COMPENSATION ADVISORY VOTE.

4              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


NORTHWESTERN CORPORATION


                                                                                                    
SECURITY                             668074305                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NWE                                        MEETING DATE                 27-Apr-2011
ISIN                                 US6680743050                               AGENDA                       933378730 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEPHEN P. ADIK                                                           For                For

               2          DOROTHY M. BRADLEY                                                        For                For

               3          E. LINN DRAPER, JR.                                                       For                For

               4          DANA J. DYKHOUSE                                                          For                For

               5          JULIA L. JOHNSON                                                          For                For

               6          PHILIP L. MASLOWE                                                         For                For

               7          DENTON LOUIS PEOPLES                                                      For                For

               8          ROBERT C. ROWE                                                            For                For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE           Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE          Management          Abstain            Against
               COMPENSATION.

05             APPROVE THE COMPANY'S AMENDED 2005 LONG-TERM INCENTIVE PLAN      Management          For                For
               TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
               UNDER THE PLAN.


BORGWARNER INC.


                                                                                                    
SECURITY                             099724106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BWA                                        MEETING DATE                 27-Apr-2011
ISIN                                 US0997241064                               AGENDA                       933378994 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: ROBIN J. ADAMS                             Management          For                For

1B             ELECTION OF DIRECTOR: DAVID T. BROWN                             Management          For                For

1C             ELECTION OF DIRECTOR: JAN CARLSON                                Management          For                For

1D             ELECTION OF DIRECTOR: DENNIS C. CUNEO                            Management          For                For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR 2011.

03             TO SEEK YOUR ADVISORY VOTE ON EXECUTIVE COMPENSATION PROGRAMS    Management          Abstain            Against
               AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS
               SECTION OF THE PROXY STATEMENT.

04             THE COMPANY SEEKS STOCKHOLDERS' INPUT ON THE FREQUENCY OF        Management          Abstain            Against
               FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION
               PROGRAMS.


NCR CORPORATION


                                                                                                    
SECURITY                             62886E108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NCR                                        MEETING DATE                 27-Apr-2011
ISIN                                 US62886E1082                               AGENDA                       933382006 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD L. CLEMMER                                                        For                For

02             RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC          Management          For                For
               ACCOUNTING FIRM FOR 2011.

03             TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE           Management          Abstain            Against
               COMPENSATION AS DISCLOSED IN THESE PROXY MATERIALS.

04             TO VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  58
The Gabelli Small Cap Growth Fund


                                                                                                           
05             TO RE-APPROVE THE PERFORMANCE GOALS INCLUDED IN THE NCR          Management          For                For
               CORPORATION 2006 STOCK INCENTIVE PLAN (AS AMENDED AND
               RESTATED EFFECTIVE AS OF DECEMBER 31, 2008) FOR PURPOSES OF
               SECTION 162(M) OF THE INTERNAL REVENUE CODE.

06             TO APPROVE AN AMENDMENT TO INDIVIDUAL AWARD LIMITATIONS          Management          For                For
               INCLUDED IN THE NCR CORPORATION 2006 STOCK INCENTIVE PLAN.

07             TO APPROVE AN AMENDMENT TO THE FUNDING FORMULA IN THE NCR        Management          For                For
               MANAGEMENT INCENTIVE PLAN FOR PURPOSES OF SECTION 162(M) OF
               THE INTERNAL REVENUE CODE.

08             TO APPROVE THE NCR CORPORATION 2011 ECONOMIC PROFIT PLAN FOR     Management          For                For
               PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE.


SJW CORP.


                                                                                                    
SECURITY                             784305104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SJW                                        MEETING DATE                 27-Apr-2011
ISIN                                 US7843051043                               AGENDA                       933387448 - 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          R.B. MOSKOVITZ                                                            For                For

               7          G.E. MOSS                                                                 For                For

               8          W.R. ROTH                                                                 For                For

               9          C.J. TOENISKOETTER                                                        For                For

               10         R.A. VAN VALER                                                            For                For

02             APPROVE THE ADVISORY RESOLUTION APPROVING THE COMPENSATION OF    Management          Abstain            Against
               THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING
               PROXY STATEMENT.

03             TO VOTE ON AN ADVISORY BASIS AS TO WHETHER THE ADVISORY          Management          Abstain            Against
               SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED
               EXECUTIVE OFFICERS SHOULD OCCUR EVERY YEAR, ONCE EVERY TWO
               YEARS OR ONCE EVERY THREE YEARS.

04             RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT            Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL
               YEAR 2011.


TEXTRON INC.


                                                                                                    
SECURITY                             883203101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TXT                                        MEETING DATE                 27-Apr-2011
ISIN                                 US8832031012                               AGENDA                       933389202 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             ELECTION OF DIRECTOR: JAMES T. CONWAY                            Management          For                For

02             ELECTION OF DIRECTOR: PAUL E. GAGNE                              Management          For                For

03             ELECTION OF DIRECTOR: DAIN M. HANCOCK                            Management          For                For

04             ELECTION OF DIRECTOR: LLOYD G. TROTTER                           Management          For                For

05             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

06             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE    Management          Abstain            Against
               COMPENSATION.

07             APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF                 Management          For                For
               INCORPORATION TO PROVIDE A RIGHT FOR 25% SHAREHOLDERS TO CALL
               A SPECIAL MEETING OF SHAREHOLDERS.

08             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM.


BARRICK GOLD CORPORATION


                                                                                                    
SECURITY                             067901108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ABX                                        MEETING DATE                 27-Apr-2011
ISIN                                 CA0679011084                               AGENDA                       933390849 - 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          P.A. CROSSGROVE                                                           For                For

               6          R.M. FRANKLIN                                                             For                For

               7          J.B. HARVEY                                                               For                For

               8          D. MOYO                                                                   For                For

               9          B. MULRONEY                                                               For                For

               10         A. MUNK                                                                   For                For

               11         P. MUNK                                                                   For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  59
The Gabelli Small Cap Growth Fund


                                                                                                           
               12         A.W. REGENT                                                               For                For

               13         N.P. ROTHSCHILD                                                           For                For

               14         S.J. SHAPIRO                                                              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             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH.          Management          For                For



DOVER DOWNS GAMING & ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             260095104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DDE                                        MEETING DATE                 27-Apr-2011
ISIN                                 US2600951048                               AGENDA                       933402769 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DENIS MCGLYNN                                                             For                For

               2          JEFFREY W. ROLLINS                                                        For                For

               3          KENNETH K. CHALMERS                                                       For                For

               4          RICHARD K. STRUTHERS                                                      For                For



DOVER MOTORSPORTS, INC.


                                                                                                    
SECURITY                             260174107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DVD                                        MEETING DATE                 27-Apr-2011
ISIN                                 US2601741075                               AGENDA                       933406818 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DENIS MCGLYNN                                                             For                For

               2          JEFFREY W. ROLLINS                                                        For                For

               3          KENNETH K. CHALMERS                                                       For                For

               4          PATRICK J. BAGLEY                                                         For                For

               5          RICHARD K. STRUTHERS                                                      For                For



UNIVERSAL AMERICAN CORP.


                                                                                                    
SECURITY                             913377107                                  MEETING TYPE                 Special
TICKER SYMBOL                        UAM                                        MEETING DATE                 27-Apr-2011
ISIN                                 US9133771074                               AGENDA                       933411807 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF        Management          For                For
               DECEMBER 30, 2010, BY AND AMONG CVS CAREMARK CORPORATION,
               ULYSSES MERGER SUB, L.L.C. AND UNIVERSAL AMERICAN CORP.

02             APPROVAL OF THE OMNIBUS EQUITY AWARD PLAN OF UNIVERSAL           Management          Against            Against
               AMERICAN SPIN CORP.

03             ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR              Management          For                For
               APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.


PROVIDENCE AND WORCESTER RAILROAD CO.


                                                                                                    
SECURITY                             743737108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PWX                                        MEETING DATE                 27-Apr-2011
ISIN                                 US7437371088                               AGENDA                       933419346 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD ANDERSON                                                          For                For

               2          ROBERT EDER                                                               For                For

               3          PAUL TITTERTON                                                            For                For

02             SHAREHOLDER PROPOSAL TO VOTE ANNUALLY ON A NON- BINDING          Shareholder         Against            For
               RESOLUTION APPROVING THE COMPENSATION OF THE CHAIRMAN.

03             TO VOTE ON A NON-BINDING RESOLUTION TO APPROVE THE               Management          Abstain            Against
               COMPENSATION OF NAMED EXECUTIVE OFFICERS.

04             FREQUENCY OF ADVISORY VOTE ON THE COMPENSATION OF NAMED          Management          Abstain            Against
               EXECUTIVE OFFICERS.


GENTING SINGAPORE PLC


                                                                                                    
SECURITY                             G3825Q102                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 28-Apr-2011
ISIN                                 GB0043620292                               AGENDA                       702920352 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              To lay before the meeting the Directors' Report and Audited      Management          For                For
               Accounts for the financial year ended 31 December 2010

2              To approve the payment of Directors' fees of SGD 608,033         Management          For                For
               (2009: SGD 492,308) for the financial year ended 31 December
               2010

3              To re-elect Mr. Lim Kok Hoong as Director of the Company         Management          For                For
               pursuant to Article 16.4 of the Articles of Association of
               the Company




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  60
The Gabelli Small Cap Growth Fund


                                                                                                           
4              To re-elect Mr. Koh Seow Chuan as Director of the Company        Management          For                For
               pursuant to Article 16.4 of the Articles of Association of
               the Company

5              To re-appoint PricewaterhouseCoopers LLP, Singapore as           Management          For                For
               Auditor of the Company and to authorise the Directors to fix
               their remuneration

6              That, pursuant to Rule 806 of the Listing Manual of the          Management          For                For
               Singapore Exchange Securities Trading Limited ("SGX-ST"),
               authority be and is hereby given to the Directors of the
               Company to:- (1) (i) issue shares in the capital of the
               Company whether by way of rights, bonus or otherwise; and/or
               (ii) make or grant offers, agreements or options
               (collectively,  "Instruments") that might or would require
               shares to be issued, including but not limited to the
               creation and issue of (as well as adjustments to) warrants,
               debentures or other instruments convertible into shares, at
               any time and upon such terms and conditions and for such
               purposes and to such persons as the Directors may, in their
               absolute discretion deem fit; and (2) (notwithstanding that
               the authority conferred by this resolution may have ceased to
               be in force) issue CONTD

CONT           CONTD shares in pursuance of any Instrument made or granted      Non-Voting
               by the Directors-whilst this resolution was in force,
               provided that: (a) the aggregate number-of shares to be
               issued pursuant to this resolution does not exceed 50% of
               the-total number of issued shares in the capital of the
               Company, of which the-aggregate number of shares to be issued
               other than on a pro-rata basis to- shareholders of the
               Company does not exceed 20% of the total number of
               issued-shares in the capital of the Company; (b) for the
               purpose of determining the-aggregate number of shares that
               may be issued under paragraph (a) above, the-percentage of
               issued shares shall be based on the total number of
               issued-shares in the capital of the Company at the time this
               resolution is passed,-after adjusting for (i) new shares
               arising from the conversion or CONTD

CONT           CONTD exercise of any convertible securities, if applicable,     Non-Voting
               or share options-or vesting of share awards which are
               outstanding or subsisting at the time-this resolution is
               passed, and (ii) any subsequent bonus issue or-consolidation
               or subdivision of shares; (c) in exercising the
               authority-conferred by this resolution, the Company shall
               comply with the provisions of-the Listing Manual of the
               SGX-ST for the time being in force (unless such-compliance
               has been waived by the SGX-ST) and the Articles of
               Association for-the time being of the Company; and (d) unless
               revoked or varied by the-Company in general meeting, the
               authority conferred by this resolution shall-continue in
               force until the conclusion of the next annual general meeting
               of-the Company or the date by which the next annual general
               meeting of the-Company is CONTD

CONT           CONTD required by law to be held, whichever is the earlier       Non-Voting

7              That: (a) approval be and is hereby given, for the purposes      Management          For                For
               of Chapter 9 of the Listing Manual ("Chapter 9") of the
               SGX-ST, for the Company, its subsidiaries and associated
               companies that are entities at risk (as the term is used in
               Chapter 9), or any of them, to enter into any of the
               transactions falling within the types of interested person
               transactions described in the Appendix to the Notice of this
               Annual General Meeting ("AGM") dated 2 April 2011 (the
               "Appendix") with any party who is of the class of interested
               persons described in the Appendix, provided that such
               transactions are made on normal commercial terms and in
               accordance with the review procedures for such interested
               person transactions; (b) the approval given in paragraph (a)
               above (the "Shareholders' Mandate") shall, unless revoked or
               CONTD

CONT           CONTD varied by the Company in general meeting, continue in      Non-Voting
               force until the-conclusion of the next annual general meeting
               of the Company; and (c) the-Directors of the Company be and
               are hereby authorised to complete and do such-acts and things
               (including executing all such documents as may be
               required)-as they may consider expedient or necessary or in
               the interests of the-Company to give effect to the
               Shareholders' Mandate and/or this resolution


ARCH CHEMICALS, INC.


                                                                                                    
SECURITY                             03937R102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ARJ                                        MEETING DATE                 28-Apr-2011
ISIN                                 US03937R1023                               AGENDA                       933379441 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          MICHAEL E. CAMPBELL                                                       For                For

               2          DAVID LILLEY                                                              For                For

2              APPROVAL OF THE AMENDED AND RESTATED 1999 STOCK PLAN FOR         Management          For                For
               NON-EMPLOYEE DIRECTORS

3              ADVISORY VOTE ON EXECUTIVE COMPENSATION                          Management          Abstain            Against

4              ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE.       Management          Abstain            Against

5              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT       Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM


ASTEC INDUSTRIES, INC.


                                                                                                    
SECURITY                             046224101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ASTE                                       MEETING DATE                 28-Apr-2011
ISIN                                 US0462241011                               AGENDA                       933380280 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM D. GEHL                                                           For                For

               2          PHILLIP E. CASEY                                                          For                For

               3          WILLIAM G. DOREY                                                          For                For

02             TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE     Management          Abstain            Against
               OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  61
The Gabelli Small Cap Growth Fund


                                                                                                           
03             TO RECOMMEND THE FREQUENCY WITH WHICH SHAREHOLDER APPROVAL OF    Management          Abstain            Against
               THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IS
               SOLICITED.

04             TO APPROVE THE 2011 INCENTIVE PLAN.                              Management          For                For

05             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.


DIEBOLD, INCORPORATED


                                                                                                    
SECURITY                             253651103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DBD                                        MEETING DATE                 28-Apr-2011
ISIN                                 US2536511031                               AGENDA                       933380317 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PATRICK W. ALLENDER                                                       For                For

               2          BRUCE L. BYRNES                                                           For                For

               3          MEI-WEI CHENG                                                             For                For

               4          PHILLIP R. COX                                                            For                For

               5          RICHARD L. CRANDALL                                                       For                For

               6          GALE S. FITZGERALD                                                        For                For

               7          PHILLIP B. LASSITER                                                       For                For

               8          JOHN N. LAUER                                                             For                For

               9          THOMAS W. SWIDARSKI                                                       For                For

               10         HENRY D.G. WALLACE                                                        For                For

               11         ALAN J. WEBER                                                             For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS    Management          For                For
               FOR THE YEAR 2011.

03             TO HOLD AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER              Management          Abstain            Against
               COMPENSATION.

04             TO HOLD AN ADVISORY VOTE ON THE FREQUENCY FOR FUTURE ADVISORY    Management          Abstain            Against
               VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.


TENNANT COMPANY


                                                                                                    
SECURITY                             880345103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TNC                                        MEETING DATE                 28-Apr-2011
ISIN                                 US8803451033                               AGENDA                       933380658 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CAROL S. EICHER                                                           For                For

               2          DAVID MATHIESON                                                           For                For

               3          DONAL L. MULLIGAN                                                         For                For

               4          STEPHEN G. SHANK                                                          For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management          Abstain            Against

04             TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY FOR FUTURE     Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


OLIN CORPORATION


                                                                                                    
SECURITY                             680665205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OLN                                        MEETING DATE                 28-Apr-2011
ISIN                                 US6806652052                               AGENDA                       933381129 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GRAY G. BENOIST                                                           For                For

               2          RICHARD M. ROMPALA                                                        For                For

               3          JOSEPH D. RUPP                                                            For                For

02             NON-BINDING VOTE ON APPROVAL OF THE COMPENSATION FOR NAMED       Management          Abstain            Against
               EXECUTIVE OFFICERS.

03             NON-BINDING VOTE ON THE FREQUENCY OF A SHAREHOLDER VOTE ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  62
The Gabelli Small Cap Growth Fund

WEIS MARKETS, INC.


                                                                                                    
SECURITY                             948849104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WMK                                        MEETING DATE                 28-Apr-2011
ISIN                                 US9488491047                               AGENDA                       933381422 - 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          HAROLD G. GRABER                                                          For                For

               5          GERRALD B. SILVERMAN                                                      For                For

               6          STEVEN C. SMITH                                                           For                For

               7          GLENN D. STEELE, JR.                                                      For                For

2              PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT THORNTON LLP AS     Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               CORPORATION.

3              PROPOSAL TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE        Management          Abstain            Against
               EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

4              PROPOSAL TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE        Management          Abstain            Against
               FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

5              SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY THAT        Shareholder         Against            For
               ONLY INDEPENDENT DIRECTORS SHALL SERVE ON THE COMPENSATION
               COMMITTEE.


SCHWEITZER-MAUDUIT INTERNATIONAL, INC.


                                                                                                    
SECURITY                             808541106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWM                                        MEETING DATE                 28-Apr-2011
ISIN                                 US8085411069                               AGENDA                       933382739 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CLAIRE L. ARNOLD                                                          For                For

               2          ROBERT F. MCCULLOUGH                                                      For                For

02             RATIFICATION OF DELOITTE & TOUCHE AS THE INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF AN EXECUTIVE COMPENSATION      Management          Abstain            Against
               ADVISORY VOTE.


ROWAN COMPANIES, INC.


                                                                                                    
SECURITY                             779382100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RDC                                        MEETING DATE                 28-Apr-2011
ISIN                                 US7793821007                               AGENDA                       933382777 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: R.G. CROYLE                                Management          For                For

1B             ELECTION OF DIRECTOR: LORD MOYNIHAN                              Management          For                For

1C             ELECTION OF DIRECTOR: W. MATT RALLS                              Management          For                For

1D             ELECTION OF DIRECTOR: JOHN J. QUICKE                             Management          For                For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS               Management          For                For
               INDEPENDENT AUDITORS.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.


MEDIA GENERAL, INC.


                                                                                                    
SECURITY                             584404107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MEG                                        MEETING DATE                 28-Apr-2011
ISIN                                 US5844041070                               AGENDA                       933383111 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SCOTT D. ANTHONY                                                          Withheld           Against

               2          DENNIS J. FITZSIMONS                                                      Withheld           Against

               3          CARL S. THIGPEN                                                           Withheld           Against


TRACTOR SUPPLY COMPANY


                                                                                                    
SECURITY                             892356106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TSCO                                       MEETING DATE                 28-Apr-2011
ISIN                                 US8923561067                               AGENDA                       933383248 - 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          PETER D. BEWLEY                                                           For                For

               5          JACK C. BINGLEMAN                                                         For                For

               6          RICHARD W. FROST                                                          For                For

               7          CYNTHIA T. JAMISON                                                        For                For

               8          GEORGE MACKENZIE                                                          For                For

               9          EDNA K. MORRIS                                                            For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  63
The Gabelli Small Cap Growth Fund


                                                                                                           
02             AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE        Management          For                For
               AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 100,000,000
               TO 200,000,000.

03             SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF EXECUTIVE           Management          Abstain            Against
               COMPENSATION.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE        Management          Abstain            Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.


JANUS CAPITAL GROUP INC.


                                                                                                    
SECURITY                             47102X105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JNS                                        MEETING DATE                 28-Apr-2011
ISIN                                 US47102X1054                               AGENDA                       933384113 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: PAUL F. BALSER                             Management          For                For

1B             ELECTION OF DIRECTOR: JEFFREY J. DIERMEIER                       Management          For                For

1C             ELECTION OF DIRECTOR: GLENN S. SCHAFER                           Management          For                For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE JANUS     Management          For                For
               CAPITAL GROUP INC. INDEPENDENT AUDITOR FOR FISCAL YEAR 2011.

03             APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF       Management          Abstain            Against
               THE NAMED EXECUTIVE OFFICERS (SAY-ON-PAY).

04             RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF THE    Management          Abstain            Against
               ADVISORY SAY-ON-PAY VOTE.


LIFE TECHNOLOGIES CORPORATION


                                                                                                    
SECURITY                             53217V109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LIFE                                       MEETING DATE                 28-Apr-2011
ISIN                                 US53217V1098                               AGENDA                       933384973 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: BALAKRISHNAN S. IYER                       Management          For                For

1B             ELECTION OF DIRECTOR: GREGORY T. LUCIER                          Management          For                For

1C             ELECTION OF DIRECTOR: RONALD A. MATRICARIA                       Management          For                For

1D             ELECTION OF DIRECTOR: DAVID C. U'PRICHARD, PHD                   Management          For                For

1E             ELECTION OF DIRECTOR: WILLIAM H. LONGFIELD                       Management          For                For

1F             ELECTION OF DIRECTOR: ORA H. PESCOVITZ, MD                       Management          For                For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS THE          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             ADOPTION OF AMENDMENTS TO THE COMPANY'S CERTIFICATE OF           Management          For                For
               INCORPORATION.

04             APPROVAL OF A NON-BINDING ADVISORY RESOLUTION REGARDING THE      Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

05             APPROVAL OF A NON-BINDING ADVISORY VOTE REGARDING THE            Management          Abstain            Against
               FREQUENCY OF STOCKHOLDER VOTING ON THE COMPENSATION OF THE
               COMPANY'S NAMED EXECUTIVE OFFICERS.


CNA SURETY CORPORATION


                                                                                                    
SECURITY                             12612L108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SUR                                        MEETING DATE                 28-Apr-2011
ISIN                                 US12612L1089                               AGENDA                       933385367 - 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 COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE &
               TOUCHE LLP, FOR THE FISCAL YEAR 2011.

03             TO APPROVE THE RESTATED CNA SURETY CORPORATION 2006 LONG-TERM    Management          For                For
               EQUITY COMPENSATION PLAN.

04             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE        Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

05             TO DETERMINE, ON AN ADVISORY BASIS, THE FREQUENCY WITH WHICH     Management          Abstain            Against
               THE COMPANY IS TO HOLD A SHAREHOLDER VOTE TO APPROVE THE
               COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  64
The Gabelli Small Cap Growth Fund

DIRECTV


                                                                                                    
SECURITY                             25490A101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DTV                                        MEETING DATE                 28-Apr-2011
ISIN                                 US25490A1016                               AGENDA                       933386624 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID B. DILLON                                                           For                For

               2          SAMUEL A. DIPIAZZA, JR.                                                   For                For

               3          LORRIE M. NORRINGTON                                                      For                For

02             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED        Management          For                For
               PUBLIC ACCOUNTANTS.

03             AMEND CERTIFICATE OF INCORPORATION TO MAKE CERTAIN CAPITAL       Management          For                For
               STOCK CHANGES INCLUDING REDUCTION OF AUTHORIZED CLASS B
               SHARES FROM 30,000,000 TO 3,000,000 AND ELIMINATION OF THE
               CLASS C COMMON STOCK.

04             AMEND CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF    Management          For                For
               DIRECTORS.

05             AMEND CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY       Management          For                For
               VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS.

06             AMEND CERTIFICATE OF INCORPORATION TO PERMIT A SPECIAL           Management          For                For
               MEETING OF STOCKHOLDERS TO BE CALLED BY 25% OR MORE OF THE
               STOCKHOLDERS IN CERTAIN CIRCUMSTANCES.

07             AMEND CERTIFICATE OF INCORPORATION TO ADOPT DELAWARE AS THE      Management          For                For
               EXCLUSIVE FORUM FOR CERTAIN DISPUTES.

08             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.       Management          Abstain            Against

09             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               COMPENSATION OF NAMED EXECUTIVE OFFICERS.


THE GORMAN-RUPP COMPANY


                                                                                                    
SECURITY                             383082104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GRC                                        MEETING DATE                 28-Apr-2011
ISIN                                 US3830821043                               AGENDA                       933392425 - 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             APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE           Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

03             APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE           Management          Abstain            Against
               ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED
               EXECUTIVE OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY
               DURING THE YEAR ENDING DECEMBER 31, 2011.


CROWN HOLDINGS, INC.


                                                                                                    
SECURITY                             228368106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CCK                                        MEETING DATE                 28-Apr-2011
ISIN                                 US2283681060                               AGENDA                       933396461 - 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          JAMES H. MILLER                                                           For                For

               7          JOSEF M. MULLER                                                           For                For

               8          THOMAS A. RALPH                                                           For                For

               9          HUGUES DU ROURET                                                          For                For

               10         JIM L. TURNER                                                             For                For

               11         WILLIAM S. URKIEL                                                         For                For

02             TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE        Management          For                For
               FISCAL YEAR ENDING DECEMBER 31, 2011, WHICH THE BOARD OF
               DIRECTORS UNANIMOUSLY RECOMMENDS.

03             TO RE-APPROVE THE TERMS OF THE 2006 STOCK-BASED INCENTIVE        Management          For                For
               COMPENSATION PLAN, AS AMENDED.

04             NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION.             Management          Abstain            Against

05             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE             Management          Abstain            Against
               SAY-ON-PAY VOTES.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  65
The Gabelli Small Cap Growth Fund

FIDELITY SOUTHERN CORPORATION


                                                                                                    
SECURITY                             316394105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LION                                       MEETING DATE                 28-Apr-2011
ISIN                                 US3163941053                               AGENDA                       933397639 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES B. MILLER, JR.                                                      For                For

               2          DAVID R. BOCKEL                                                           For                For

               3          WM. MILLARD CHOATE                                                        For                For

               4          DONALD A. HARP, JR.                                                       For                For

               5          KEVIN S. KING                                                             For                For

               6          WILLIAM C. LANKFORD, JR                                                   For                For

               7          H. PALMER PROCTOR, JR.                                                    For                For

               8          W. CLYDE SHEPHERD III                                                     For                For

               9          RANKIN M. SMITH, JR.                                                      For                For

02             TO APPROVE THE AMENDMENT TO THE COMPANY'S EQUITY INCENTIVE       Management          Against            Against
               PLAN.

03             THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

04             ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against


STRATASYS, INC.


                                                                                                    
SECURITY                             862685104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SSYS                                       MEETING DATE                 28-Apr-2011
ISIN                                 US8626851047                               AGENDA                       933405917 - 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

02             RATIFICATION OF GRANT THORNTON LLP AS THE COMPANY'S              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             APPROVE, BY A STOCKHOLDER NON-BINDING ADVISORY VOTE, THE         Management          Abstain            Against
               COMPENSATION PAID BY THE COMPANY TO ITS NAMED EXECUTIVE
               OFFICERS, INCLUDING THE SPECIFIC RESOLUTION CONTAINED WITHIN
               PROPOSAL 3 OF THIS PROXY STATEMENT, COMMONLY REFERRED TO AS
               "SAY ON PAY."

04             ESTABLISH, BY A STOCKHOLDER NON-BINDING ADVISORY VOTE, THE       Management          Abstain            Against
               FREQUENCY OF SUBMISSION TO STOCKHOLDERS OF ADVISORY SAY ON
               PAY PROPOSALS, COMMONLY REFERRED TO AS "SAY ON FREQUENCY."


DAVIDE CAMPARI-MILANO SPA


                                                                                                   
SECURITY                             T24091117                                  MEETING TYPE                Ordinary General Meeting
TICKER SYMBOL                                                                   MEETING DATE                29-Apr-2011
ISIN                                 IT0003849244                               AGENDA                      702874315 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,      Non-Voting
               THERE WILL BE A-SECOND CALL ON 2 MAY 2011 AT 10:00
               CONSEQUENTLY, YOUR VOTING INSTRUCTIONS-WILL REMAIN VALID FOR
               ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.

1              Approval of the balancesheet as of 31 December 2010 and          Management          For                For
               consequential resolutions
2              Approval of stock option plan ex art 114 BIS TUF                 Management          For                For

3              Authorisation to buy and sell own shares                         Management          For                For

4              Presentation of the report on the general politics of the        Management          For                For
               executive directors remuneration

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF       Non-Voting
               TEXT IN RESOLUTION-1 AND CHANGE IN MEETING TYPE. IF YOU HAVE
               ALREADY SENT IN YOUR VOTES, PLEASE D-O NOT RETURN THIS PROXY
               FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT-IONS.
               THANK YOU.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  66
The Gabelli Small Cap Growth Fund

GRUPO CONTL S A


                                                                                                    
SECURITY                             P3091R172                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 29-Apr-2011
ISIN                                 MXP3091R1239                               AGENDA                       702969417 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              Appointment of officers to count the votes, fulfillment of       Management          For                For
               their duties and declaration of the instatement of the meeting

II.A           Reading, discussion and approval of the following                Management          For                For
               documentation: Annual report. Message from the chairperson of
               the board of directors. Report from the general director that
               includes the individual and consolidated financial statements
               of Grupo continental, S.A.B. and subsidiary companies to
               December 31, 2010. report from the board of directors

II.B           Reading, discussion and approval of the following                Management          For                For
               documentation: Opinion of the board of directors regarding
               the content of the report from the general director

III            Report from the audit and corporate practices committee          Management          For                For

IV             Ratification of the resolutions and acts of the board of         Management          For                For
               directors done during the 2010 fiscal year

V              Resolutions regarding the allocation of results                  Management          For                For

VI             Report regarding the purchase of shares of the company           Management          For                For

VII            Proposal to establish the maximum amount allocated to the        Management          For                For
               purchase of shares of the company

VIII           Reading of the report regarding the fulfillment of fiscal        Management          For                For
               obligations

IX             Election of the board of directors                               Management          For                For

X              Election of the chairperson of the audit and corporate           Management          For                For
               practices committee

XI             Establishment of the compensation of the members of the board    Management          For                For
               of directors

XII            Reading and approval of the meeting minutes                      Management          For                For



LITTELFUSE, INC.


                                                                                                    
SECURITY                             537008104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LFUS                                       MEETING DATE                 29-Apr-2011
ISIN                                 US5370081045                               AGENDA                       933382664 - 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 AND YOUNG LLP AS     Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE 2011 FISCAL YEAR.

03             APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED      Management          Abstain            Against
               EXECUTIVE OFFICERS.

04             RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF STOCKHOLDER      Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.


WORLD WRESTLING ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             98156Q108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WWE                                        MEETING DATE                 29-Apr-2011
ISIN                                 US98156Q1085                               AGENDA                       933383678 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          VINCENT K. MCMAHON                                                        For                For

               2          DAVID KENIN                                                               For                For

               3          JOSEPH H. PERKINS                                                         For                For

               4          FRANK A. RIDDICK, III                                                     For                For

               5          JEFFREY R. SPEED                                                          For                For

               6          KEVIN DUNN                                                                For                For

               7          BASIL V. DEVITO, JR.                                                      For                For

02             RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE         Management          Abstain            Against
               COMPENSATION.


OWENS & MINOR, INC.


                                                                                                    
SECURITY                             690732102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OMI                                        MEETING DATE                 29-Apr-2011
ISIN                                 US6907321029                               AGENDA                       933383781 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          A. MARSHALL ACUFF, JR.                                                    For                For

               2          J. ALFRED BROADDUS, JR.                                                   For                For

               3          RICHARD E. FOGG                                                           For                For

               4          JOHN W. GERDELMAN                                                         For                For

               5          LEMUEL E. LEWIS                                                           For                For

               6          G. GILMER MINOR, III                                                      For                For

               7          EDDIE N. MOORE, JR.                                                       For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  67
The Gabelli Small Cap Growth Fund


                                                                                                           
               8          PETER S. REDDING                                                          For                For

               9          JAMES E. ROGERS                                                           For                For

               10         ROBERT C. SLEDD                                                           For                For

               11         CRAIG R. SMITH                                                            For                For

               12         ANNE MARIE WHITTEMORE                                                     For                For

02             VOTE TO RATIFY KPMG LLP AS THE COMPANY'S INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                          Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF A SHAREHOLDER VOTE ON          Management          Abstain            Against
               EXECUTIVE COMPENSATION


LINCOLN ELECTRIC HOLDINGS, INC.


                                                                                                    
SECURITY                             533900106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LECO                                       MEETING DATE                 29-Apr-2011
ISIN                                 US5339001068                               AGENDA                       933388666 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID H. GUNNING                                                          For                For

               2          G. RUSSELL LINCOLN                                                        For                For

               3          CHRISTOPHER L. MAPES                                                      For                For

               4          HELLENE S. RUNTAGH                                                        For                For

02             RATIFICATION OF INDEPENDENT AUDITORS.                            Management          For                For

03             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR        Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF THE         Management          Abstain            Against
               SHAREHOLDER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

05             TO RE-APPROVE THE PERFORMANCE MEASURES UNDER OUR 2006 EQUITY     Management          For                For
               AND PERFORMANCE INCENTIVE PLAN.


ALLEGHANY CORPORATION


                                                                                                    
SECURITY                             017175100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        Y                                          MEETING DATE                 29-Apr-2011
ISIN                                 US0171751003                               AGENDA                       933389226 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: REX D. ADAMS                               Management          For                For

1B             ELECTION OF DIRECTOR: WESTON M. HICKS                            Management          For                For

1C             ELECTION OF DIRECTOR: JEFFERSON W. KIRBY                         Management          For                For

02             RATIFICATION OF KPMG LLP AS ALLEGHANY CORPORATION'S              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               2011.

03             ADVISORY VOTE TO APPROVE THE EXECUTIVE COMPENSATION OF           Management          Abstain            Against
               ALLEGHANY CORPORATION.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY    Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.


BADGER METER, INC.


                                                                                                    
SECURITY                             056525108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BMI                                        MEETING DATE                 29-Apr-2011
ISIN                                 US0565251081                               AGENDA                       933390469 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD H. DIX                                                             For                For

               2          THOMAS J. FISCHER                                                         For                For

               3          GALE E. KLAPPA                                                            For                For

               4          RICHARD A. MEEUSEN                                                        For                For

               5          ANDREW J. POLICANO                                                        For                For

               6          STEVEN J. SMITH                                                           For                For

               7          JOHN J. STOLLENWERK                                                       For                For

               8          TODD J. TESKE                                                             For                For

02             ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.   Management          Abstain            Against

03             ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON               Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             APPROVAL OF THE BADGER METER, INC. 2011 OMNIBUS INCENTIVE        Management          For                For
               PLAN.

05             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  68
The Gabelli Small Cap Growth Fund

FERRO CORPORATION


                                                                                                    
SECURITY                             315405100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FOE                                        MEETING DATE                 29-Apr-2011
ISIN                                 US3154051003                               AGENDA                       933404042 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SANDRA AUSTIN CRAYTON                                                     Withheld           Against

               2          RICHARD J. HIPPLE                                                         Withheld           Against

               3          WILLIAM B. LAWRENCE                                                       Withheld           Against

               4          TIMOTHY K. PISTELL                                                        Withheld           Against

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.

03             APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION    Management          Abstain            Against
               FOR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
               STATEMENT.

04             RECOMMENDATION, IN A NON-BINDING ADVISORY VOTE, FOR THE          Management          Abstain            Against
               FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.


MYERS INDUSTRIES, INC.


                                                                                                    
SECURITY                             628464109                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        MYE                                        MEETING DATE                 29-Apr-2011
ISIN                                 US6284641098                               AGENDA                       933419726 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT S. PRATHER, JR.                                                    For                For

               2          F. JACK LIEBAU, JR.                                                       For                For

02             THE RATIFICATION OF THE BOARD'S APPOINTMENT OF ERNST & YOUNG     Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR FISCAL 2011.

03             A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION            Management          Against            For

04             A VOTE ON THE FREQUENCY FOR HOLDING THE NON- BINDING ADVISORY    Management          1 Year             For
               VOTE ON SAY-ON-PAY (EVERY ONE, TWO, OR THREE YEARS).


HARLEY-DAVIDSON, INC.


                                                                                                    
SECURITY                             412822108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HOG                                        MEETING DATE                 30-Apr-2011
ISIN                                 US4128221086                               AGENDA                       933396411 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BARRY K. ALLEN                                                            For                For

               2          R. JOHN ANDERSON                                                          For                For

               3          RICHARD I. BEATTIE                                                        For                For

               4          GEORGE H. CONRADES                                                        For                For

               5          JUDSON C. GREEN                                                           For                For

               6          SARA L. LEVINSON                                                          For                For

               7          N. THOMAS LINEBARGER                                                      For                For

               8          GEORGE L. MILES, JR.                                                      For                For

               9          JOCHEN ZEITZ                                                              For                For

02             APPROVAL OF AMENDMENTS TO ARTICLE V OF THE RESTATED ARTICLES     Management          For                For
               OF INCORPORATION TO ADOPT A SIMPLE MAJORITY VOTE

03             APPROVAL OF AMENDMENTS TO ARTICLE VII OF THE RESTATED            Management          For                For
               ARTICLES OF INCORPORATION TO ADOPT A SIMPLE MAJORITY VOTE

04             APPROVAL OF AMENDMENTS TO DELETE ARTICLE VIII AND RENUMBER       Management          For                For
               ARTICLE IX OF THE RESTATED ARTICLES OF INCORPORATION TO ADOPT
               A SIMPLE MAJORITY VOTE

05             APPROVAL OF HARLEY-DAVIDSON, INC. SHORT-TERM INCENTIVE PLAN      Management          For                For
               FOR SENIOR EXECUTIVES

06             RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP,              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO BE THE
               AUDITORS

07             ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS    Management          Abstain            Against

08             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

09             SHAREHOLDER PROPOSAL REGARDING SURVIVOR BENEFITS                 Shareholder         Against            For


SWEDISH MATCH AB, STOCKHOLM


                                                                                                    
SECURITY                             W92277115                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 02-May-2011
ISIN                                 SE0000310336                               AGENDA                       702874353 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT         Non-Voting
               ABSTAIN AS A VALID-VOTE OPTION. THANK YOU

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER              Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
               MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  69
The Gabelli Small Cap Growth Fund


                                                                                                           
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER      Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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              Opening of the Meeting and election of the Chairman of the       Non-Voting
               Meeting: Sven-Unger


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 convened      Non-Voting


5              Approval of the Agenda                                           Non-Voting

6              Presentation of the Annual Report and the Auditors' Report,      Non-Voting
               the Consolidated-Financial Statements and the Auditors' Report
               on the Consolidated Financial-Statements for 2010, the
               Auditors' Statement regarding compliance with the-principles
               for determination of remuneration to senior executives as well
               as-the Board of Directors' motion regarding the allocation
               of profit and- explanatory statements. In connection
               therewith, the President's address and-the report regarding
               the work of the Board of Directors and the work and-function
               of the Audit Committee

7              Adoption of the Income Statement and Balance Sheet and of the    Management          No Action
               Consolidated Income Statement and Consolidated Balance Sheet

8              Resolution in respect of allocation of the Company's profit      Management          No Action
               in accordance with the adopted Balance Sheet and resolution
               on record day for dividend

9              Resolution regarding discharge from liability for the Board      Management          No Action
               members and the President

10a            Resolution regarding the reduction of the share capital by       Management          No Action
               way of a recall of repurchased shares, and the transfer of
               the reduced amount to a fund for use in repurchasing the
               Company's own shares; and

10b            Resolution regarding a bonus issue                               Management          No Action

11             Resolution regarding the authorization of the Board of           Management          No Action
               Directors to decide on the acquisition of shares in the
               Company

12             Adoption of principles for determination of remuneration         Management          No Action
               payable to senior executives. In connection therewith the
               report regarding the work and function of the Compensation
               Committee

13             Determination of the number of Board members to be elected by    Management          No Action
               the Meeting: The Board of Directors shall comprise six
               members elected by the Annual General Meeting and no Deputies

14             Determination of the remuneration to be paid to the Board of     Management          No Action
               Directors

15             Election of members of the Board, the Chairman of the Board      Management          No Action
               and the Deputy Chairman of the Board: The following Board
               members are proposed for re-election: Andrew Cripps, Karen
               Guerra, Conny Karlsson, and Meg Tiveus. The Nominating
               Committee proposes the election of Robert F. Sharpe and
               Joakim Westh as new members of the Board. Conny Karlsson is
               proposed to be re- elected as Chairman of the Board and
               Andrew Cripps is proposed be re-elected as Deputy Chairman of
               the Board

16             Resolution regarding the procedure for appointing members to     Management          No Action
               the Nominating Committee and the matter of remuneration for
               the Nominating Committee, if any

17             Adoption of Instructions for Swedish Match AB's Nominating       Management          No Action
               Committee


MKS INSTRUMENTS, INC.


                                                                                                    
SECURITY                             55306N104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MKSI                                       MEETING DATE                 02-May-2011
ISIN                                 US55306N1046                               AGENDA                       933385406 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN R. BERTUCCI                                                          For                For

               2          ROBERT R. ANDERSON                                                        For                For

               3          GREGORY R. BEECHER                                                        For                For

02             TO APPROVE A NON-BINDING ADVISORY VOTE ON EXECUTIVE              Management          Abstain            Against
               COMPENSATION.

03             TO HOLD A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF          Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE YEAR ENDING DECEMBER 31, 2011.


THE YORK WATER COMPANY


                                                                                                    
SECURITY                             987184108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        YORW                                       MEETING DATE                 02-May-2011
ISIN                                 US9871841089                               AGENDA                       933386369 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN L. FINLAYSON                                                         For                For

               2          THOMAS C. NORRIS                                                          For                For

               3          ERNEST J. WATERS                                                          For                For

02             TO RATIFY THE APPOINTMENT OF PARENTEBEARD LLC AS AUDITORS.       Management          For                For

03             TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE         Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE       Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  70
The Gabelli Small Cap Growth Fund

DISH NETWORK CORPORATION


                                                                                                    
SECURITY                             25470M109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DISH                                       MEETING DATE                 02-May-2011
ISIN                                 US25470M1099                               AGENDA                       933390192 - 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 INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.                     Management          Abstain            Against

04             THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES      Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

05             THE SHAREHOLDER PROPOSAL REGARDING DISH NETWORK CORPORATION'S    Shareholder         Against            For
               DUAL CLASS CAPITAL STRUCTURE.

06             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.


TOOTSIE ROLL INDUSTRIES, INC.


                                                                                                    
SECURITY                             890516107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TR                                         MEETING DATE                 02-May-2011
ISIN                                 US8905161076                               AGENDA                       933393984 - 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 PRICEWATERHOUSECOOPERS LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR 2011.

03             APPROVAL OF NON-BINDING RESOLUTION REGARDING EXECUTIVE           Management          Abstain            Against
               COMPENSATION.

04             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION         Management          Abstain            Against
               ADVISORY VOTES.


REGAL BELOIT CORPORATION


                                                                                                    
SECURITY                             758750103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RBC                                        MEETING DATE                 02-May-2011
ISIN                                 US7587501039                               AGENDA                       933402327 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR WITH TERMS EXPIRING IN 2012: STEPHEN M.     Management          For                For
               BURT

1B             ELECTION OF DIRECTOR WITH TERMS EXPIRING IN 2014: THOMAS J.      Management          For                For
               FISCHER

1C             ELECTION OF DIRECTOR WITH TERMS EXPIRING IN 2014: RAKESH         Management          For                For
               SACHDEV

1D             ELECTION OF DIRECTOR WITH TERMS EXPIRING IN 2014: CAROL N.       Management          For                For
               SKORNICKA

02             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS

03             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

04             APPROVAL OF THE COMPANY'S SHAREHOLDER VALUE ADDED (SVA)          Management          For                For
               EXECUTIVE OFFICERS INCENTIVE COMPENSATION PLAN

05             TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE          Management          For                For
               INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING
               DECEMBER 31, 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  71
The Gabelli Small Cap Growth Fund

THE MANITOWOC COMPANY, INC.


                                                                                                    
SECURITY                             563571108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MTW                                        MEETING DATE                 03-May-2011
ISIN                                 US5635711089                               AGENDA                       933380230 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          DONALD M. CONDON, JR.                                                     For                For

               2          KEITH D. NOSBUSCH                                                         For                For

               3          GLEN E. TELLOCK                                                           For                For

2              THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management          For                For
               LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

3              AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANYS NAMED       Management          Abstain            Against
               EXECUTIVE OFFICERS.

4              AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE    Management          Abstain            Against
               COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS.


ALLERGAN, INC.


                                                                                                    
SECURITY                             018490102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AGN                                        MEETING DATE                 03-May-2011
ISIN                                 US0184901025                               AGENDA                       933382169 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- YEAR UNTIL      Management          For                For
               ANNUAL MEETING OF STOCK HOLDERS IN 2014: DEBORAH DUNSIRE, M.D.

1B             ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- YEAR UNTIL      Management          For                For
               ANNUAL MEETING OF STOCK HOLDERS IN 2014: TREVOR M. JONES PH.D.

1C             ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE- YEAR UNTIL      Management          For                For
               ANNUAL MEETING OF STOCK HOLDERS IN 2014: LOUIS J. LAVIGNE, JR.

02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               2011

03             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE         Management          Abstain            Against
               OFFICERS

04             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE        Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

05             APPROVE THE ALLERGAN, INC. 2011 EXECUTIVE BONUS PLAN             Management          For                For

06             APPROVE THE ALLERGAN, INC. 2011 INCENTIVE AWARD PLAN             Management          Against            Against

07             APPROVE THE AMENDMENT AND RESTATEMENT OF OUR AMENDED AND         Management          For                For
               RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD
               OF DIRECTORS


ITRON, INC.


                                                                                                    
SECURITY                             465741106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ITRI                                       MEETING DATE                 03-May-2011
ISIN                                 US4657411066                               AGENDA                       933383060 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: JON E. ELIASSEN                            Management          For                For

1B             ELECTION OF DIRECTOR: CHARLES H. GAYLORD JR.                     Management          For                For

1C             ELECTION OF DIRECTOR: GARY E. PRUITT                             Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               2011.

03             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

04             PROPOSAL TO DETERMINE (NON-BINDING) FREQUENCY OF FUTURE VOTES    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.


GREAT PLAINS ENERGY INCORPORATED


                                                                                                    
SECURITY                             391164100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GXP                                        MEETING DATE                 03-May-2011
ISIN                                 US3911641005                               AGENDA                       933384810 - 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          J.J. SHERMAN                                                              For                For

               9          L.H. TALBOTT                                                              For                For

               10         R.H. WEST                                                                 For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF THE          Management          Abstain            Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.

04             APPROVAL OF THE AMENDED LONG-TERM INCENTIVE PLAN.                Management          For                For

05             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  72
The Gabelli Small Cap Growth Fund

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.


                                                                                                    
SECURITY                             G0464B107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AGII                                       MEETING DATE                 03-May-2011
ISIN                                 BMG0464B1072                               AGENDA                       933386218 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          H. BERRY CASH                                                             For                For

               2          JOHN R. POWER, JR.                                                        For                For

               3          MARK E. WATSON III                                                        For                For

02             TO VOTE ON A PROPOSAL TO APPROVE, ON AN ADVISORY, NON-BINDING    Management          Abstain            Against
               BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

03             TO VOTE ON A PROPOSAL TO SELECT, ON AN ADVISORY, NON-BINDING     Management          Abstain            Against
               BASIS, THE FREQUENCY OF THE SHAREHOLDER VOTE ON THE
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICER.

04             TO CONSIDER AND APPROVE THE RECOMMENDATION OF THE AUDIT          Management          For                For
               COMMITTEE OF OUR BOARD OF DIRECTORS THAT ERNST & YOUNG LLP BE
               APPOINTED AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
               ENDING DECEMBER 31, 2011 AND TO REFER THE DETERMINATION OF THE
               INDEPENDENT AUDITORS REMUNERATION TO THE AUDIT COMMITTEE OF
               OUR BOARD OF DIRECTORS.


GARDNER DENVER, INC.


                                                                                                    
SECURITY                             365558105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GDI                                        MEETING DATE                 03-May-2011
ISIN                                 US3655581052                               AGENDA                       933388440 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DONALD G. BARGER, JR.                                                     For                For

               2          RAYMOND R. HIPP                                                           For                For

               3          DAVID D. PETRATIS                                                         For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             TO CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.              Management          Abstain            Against

04             TO CAST AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY     Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.


CINCINNATI BELL INC.


                                                                                                    
SECURITY                             171871106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CBB                                        MEETING DATE                 03-May-2011
ISIN                                 US1718711062                               AGENDA                       933389264 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: PHILLIP R. COX                             Management          For                For

1B             ELECTION OF DIRECTOR: BRUCE L. BYRNES                            Management          For                For

1C             ELECTION OF DIRECTOR: JOHN F. CASSIDY                            Management          For                For

1D             ELECTION OF DIRECTOR: JAKKI L. HAUSSLER                          Management          For                For

1E             ELECTION OF DIRECTOR: CRAIG F. MAIER                             Management          For                For

1F             ELECTION OF DIRECTOR: ALEX SHUMATE                               Management          For                For

1G             ELECTION OF DIRECTOR: LYNN A. WENTWORTH                          Management          For                For

1H             ELECTION OF DIRECTOR: JOHN M. ZRNO                               Management          For                For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.

05             TO APPROVE THE CINCINNATI BELL INC. 2011 SHORT-TERM INCENTIVE    Management          For                For
               PLAN.


O'REILLY AUTOMOTIVE, INC.


                                                                                                    
SECURITY                             67103H107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ORLY                                       MEETING DATE                 03-May-2011
ISIN                                 US67103H1077                               AGENDA                       933389620 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: DAVID E. O'REILLY                          Management          For                For

1B             ELECTION OF DIRECTOR: JAY D. BURCHFIELD                          Management          For                For

1C             ELECTION OF DIRECTOR: PAUL R. LEDERER                            Management          For                For

02             ADVISORY VOTE ON APPROVAL OF COMPENSATION OF EXECUTIVES.         Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY ON PAY VOTES.       Management          Abstain            Against

04             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP, AS            Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  73
The Gabelli Small Cap Growth Fund

ECHOSTAR CORPORATION


                                                                                                    
SECURITY                             278768106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SATS                                       MEETING DATE                 03-May-2011
ISIN                                 US2787681061                               AGENDA                       933390205 - 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 INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.                     Management          Abstain            Against

04             THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES      Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

05             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.


CENTRAL VERMONT PUBLIC SERVICE CORP.


                                                                                                    
SECURITY                             155771108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CV                                         MEETING DATE                 03-May-2011
ISIN                                 US1557711082                               AGENDA                       933395267 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT B. JOHNSTON                                                        For                For

               2          LAWRENCE J. REILLY                                                        For                For

               3          ELISABETH B. ROBERT                                                       For                For

               4          DOUGLAS J. WACEK                                                          For                For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR
               ENDING DECEMBER 31, 2011.

03             NON-BINDING, ADVISORY VOTE TO APPROVE COMPENSATION OF CENTRAL    Management          Abstain            Against
               VERMONT PUBLIC SERVICE CORPORATION'S NAMED EXECUTIVE OFFICERS,
               AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, SET
               FORTH IN "COMPENSATION DISCUSSION AND ANALYSIS" AND IN
               COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCLOSURE
               UNDER "EXECUTIVE COMPENSATION", ALL AS MORE FULLY DESCRIBED
               IN PROXY STATEMENT.

04             NON-BINDING, ADVISORY VOTE TO RECOMMEND THAT A NON-BINDING,      Management          Abstain            Against
               ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE CENTRAL
               VERMONT PUBLIC SERVICE CORPORATION'S NAMED EXECUTIVE OFFICERS
               BE PUT TO SHAREHOLDERS FOR THEIR CONSIDERATION EVERY: ONE;
               TWO; OR THREE YEARS.


AMETEK INC.


                                                                                                    
SECURITY                             031100100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AME                                        MEETING DATE                 03-May-2011
ISIN                                 US0311001004                               AGENDA                       933396156 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ANTHONY J. CONTI                                                          For                For

               2          FRANK S. HERMANCE                                                         For                For

02             APPROVAL OF THE AMETEK, INC. 2011 OMNIBUS INCENTIVE              Management          For                For
               COMPENSATION PLAN.

03             APPROVAL, BY NON-BINDING ADVISORY VOTE, OF AMETEK, INC.          Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION         Management          Abstain            Against
               ADVISORY VOTES.

05             RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED      Management          For                For
               PUBLIC ACCOUNTING FIRM.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  74
The Gabelli Small Cap Growth Fund

HESKA CORPORATION


                                                                                                    
SECURITY                             42805E306                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HSKA                                       MEETING DATE                 03-May-2011
ISIN                                 US42805E3062                               AGENDA                       933397982 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          LOUISE L. MCCORMICK                                                       For                For

               2          JOHN F. SASEN, SR.                                                        For                For

02             TO RATIFY THE APPOINTMENT OF EHRHARDT KEEFE STEINER & HOTTMAN    Management          For                For
               PC AS HESKA CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTANT.

03             ADVISORY VOTE WITH RESPECT TO DISCRETIONARY VOTING BY            Management          For                For
               PROXYHOLDERS, IF OTHER BUSINESS PROPERLY COMES BEFORE THE
               2011 ANNUAL MEETING.


SNYDERS-LANCE INC


                                                                                                    
SECURITY                             833551104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LNCE                                       MEETING DATE                 03-May-2011
ISIN                                 US8335511049                               AGENDA                       933406820 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          C. PETER CARLUCCI, JR.                                                    For                For

               2          JAMES W. JOHNSTON                                                         For                For

               3          W.J. PREZZANO                                                             For                For

               4          PATRICIA A. WAREHIME                                                      For                For

02             RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC      Management          For                For
               ACCOUNTING FIRM.

03             APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF           Management          Abstain            Against
               SNYDER'S-LANCE, INC.'S NAMED EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE       Management          Abstain            Against
               COMPENSATION OF SNYDER'S-LANCE, INC.'S NAMED EXECUTIVE
               OFFICERS.


FOSTER WHEELER AG


                                                                                                    
SECURITY                             H27178104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FWLT                                       MEETING DATE                 03-May-2011
ISIN                                 CH0018666781                               AGENDA                       933408355 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2014: CLAYTON C.    Management          For                For
               DALEY, JR.

1B             RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2014: EDWARD G.     Management          For                For
               GALANTE

1C             RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2014: RAYMOND J.    Management          For                For
               MILCHOVICH

02             RE-ELECTION OF PRICEWATERHOUSECOOPERS AG, SWITZERLAND AS OUR     Management          For                For
               INDEPENDENT AUDITOR ("REVISIONSSTELLE") FOR FISCAL YEAR 2011.

03             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011 (CONSULTATIVE VOTE).

04             APPROVAL OF OUR 2010 SWISS ANNUAL REPORT AND OUR STATUTORY       Management          For                For
               FINANCIAL STATEMENTS FOR FISCAL YEAR 2010.

05             DISCHARGE FROM LIABILITY OF OUR DIRECTORS AND EXECUTIVE          Management          For                For
               OFFICERS FOR FISCAL YEAR 2010.

06             CREATION OF AUTHORIZED CAPITAL IN THE AMOUNT OF CHF              Management          For                For
               186,953,868 REPLACING THE EXPIRED AUTHORIZED CAPITAL IN THE
               AMOUNT OF CHF 189,623,871.

07             APPROVAL OF CAPITAL REDUCTION THROUGH CANCELLATION OF SHARES     Management          For                For
               REPURCHASED UNDER OUR SHARE REPURCHASE PROGRAM AND AN
               ASSOCIATED AMENDMENT TO OUR ARTICLES OF ASSOCIATION TO REDUCE
               OUR SHARE CAPITAL IN THE AMOUNT OF CHF 12,938,130.

08             ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION.       Management          Abstain            Against

09             ADVISORY VOTE ON THE FREQUENCY OF FUTURE NAMED EXECUTIVE         Management          Abstain            Against
               OFFICER COMPENSATION ADVISORY VOTES. (ONCE EVERY ONE, TWO OR
               THREE YEARS).

10             RE-ALLOCATION OF FREE RESERVES TO LEGAL RESERVES FROM CAPITAL    Management          For                For
               CONTRIBUTION.

11             IN THE EVENT COUNTERPROPOSALS, ALTERATIONS OR AMENDMENTS OF      Management          For                For
               THE AGENDA ITEMS OR OTHER MATTERS ARE RAISED AT THE ANNUAL
               GENERAL MEETING, I INSTRUCT THE APPOINTED PROXIES TO VOTE AS
               FOLLOWS: ON PROPOSAL 11, PLEASE BE ADVISED THAT A VOTE 'FOR" WILL
               INSTRUCT THE APPOINTED PROXIES TO VOTE IN ACCORDANCE WITH THE
               RECOMMENDATIONS OF THE BOARD OF DIRECTORS.


STILLWATER MINING COMPANY


                                                                                                    
SECURITY                             86074Q102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWC                                        MEETING DATE                 03-May-2011
ISIN                                 US86074Q1022                               AGENDA                       933417861 - 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          FRANCIS R. MCALLISTER                                                     For                For

               5          MICHAEL S. PARRETT                                                        For                For

               6          SHERYL K. PRESSLER                                                        For                For

               7          MICHAEL SCHIAVONE                                                         For                For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  75
The Gabelli Small Cap Growth Fund


                                                                                                           
02             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR 2011.

03             SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE       Management          Abstain            Against
               COMPENSATION.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE        Management          Abstain            Against
               FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

05             PROPOSAL TO APPROVE CHANGES TO THE CERTIFICATE OF                Management          Against            Against
               INCORPORATION.


AARON'S INC.


                                                                                                    
SECURITY                             002535300                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AAN                                        MEETING DATE                 03-May-2011
ISIN                                 US0025353006                               AGENDA                       933419536 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          R.C. LOUDERMILK, SR.                                                      For                For

               2          RONALD W. ALLEN                                                           For                For

               3          RAY M. ROBINSON                                                           For                For

               4          JOHN C. PORTMAN, JR.                                                      For                For

02             APPROVAL OF A NON-BINDING RESOLUTION TO APPROVE THE              Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

03             APPROVAL OF A NON-BINDING RESOLUTION TO DETERMINE THE            Management          Abstain            Against
               FREQUENCY (EVERY 1, 2 OR 3 YEARS) OF FUTURE ADVISORY VOTES ON
               EXECUTIVE COMPENSATION.


BBA AVIATION PLC


                                                                                                    
SECURITY                             G08932165                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 04-May-2011
ISIN                                 GB00B1FP8915                               AGENDA                       702851836 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              To receive and adopt the audited financial statements of the     Management          For                For
               Company for the year ended 31 December 2010 together with
               the reports of the directors and auditors thereon

2              To elect Mark Hoad as a director                                 Management          For                For

3              To re-elect Mark Harper as a director                            Management          For                For

4              To re-elect Michael Harper as a director                         Management          For                For

5              To re-elect Nick Land as a director                              Management          For                For

6              To re-elect Simon Pryce as a director                            Management          For                For

7              To re-elect Peter Ratcliffe as a director                        Management          For                For

8              To re-elect Hansel Tookes as a director                          Management          For                For

9              To re-appoint Deloitte LLP as auditors                           Management          For                For

10             To authorise the directors to fix the auditors' remuneration     Management          For                For

11             To declare a dividend of 5.7p per share on the ordinary          Management          For                For
               shares of the Company

12             The directors be generally and unconditionally authorised to     Management          For                For
               allot shares in the Company and to grant rights to subscribe
               for or convert any security into shares in the Company: (A)
               up to a nominal amount of GBP 47,186,254 (such amount to be
               reduced by the nominal amount allotted or granted under
               paragraph (B) in excess of such sum); and (B) comprising
               equity securities (as defined in section 560(1) of the
               Companies Act 2006) up to a nominal amount of GBP 94,372,509
               (including within such limit any relevant securities allotted
               under paragraph (A) above) in connection with an offer by way
               of a rights issue: (i) to ordinary shareholders in proportion
               (as nearly as may be practicable) to their existing holdings;
               and (ii) to holders of other equity securities as required by
               the rights of those securities or as the directors CONTD

CONT           CONTD otherwise consider necessary, and so that the directors    Non-Voting
               may impose any-limits or restrictions and make any arrangements
               which they consider-necessary 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, such authorities to-apply until
               the end of next year's annual general meeting (or, if
               earlier,-until the close of business on 30 June 2012) but, in
               each case, so that the-Company may make offers and enter into
               agreements during the relevant period- which would, or might,
               require relevant securities to be allotted after the-authority
               ends and the directors may allot relevant securities under any
               such-offer or agreement as if the authority had not ended

13             That if resolution 12 is passed, the directors be given power    Management          For                For
               to allot equity securities (as defined in the Companies Act
               2006) for cash under the authority given by that resolution
               and/or to sell ordinary shares held by the Company as
               treasury shares for cash as if section 561 of the Companies
               Act 2006 did not apply to any such allotment or sale, such
               power to be limited: (A) to the allotment of equity
               securities in connection with an offer of equity securities
               (but in the case of the authority granted under paragraph (B)
               of resolution 12, by way of a rights issue only): (i) to
               ordinary shareholders in proportion (as nearly as may be
               practicable) to their existing holdings; and (ii) to holders
               of other equity securities, as required by the rights of
               those securities or, as the directors otherwise consider CONTD




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  76
The Gabelli Small Cap Growth Fund


                                                                                                           
CONT           CONTD necessary, and so that the directors may impose any        Non-Voting
               limits or-restrictions and make any arrangements which they
               consider necessary 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; and (B) in the case of the
               authority granted-under paragraph (A) of resolution 12 and/or
               in the case of any sale of-treasury shares for cash, to the
               allotment (otherwise than under paragraph-(A) above) of
               equity securities or sale of treasury shares up to a nominal-
               amount of GBP 7,077,938, such power to apply until the end of
               next year's-annual general meeting (or, if earlier, until the
               close of business on 30-June 2012) but during this period the
               Company may make offers, and enter into-CONTD

CONT           CONTD agreements, which would, or might, require equity
               Non-Voting securities, to be-allotted after the power ends
               and the directors may allot equity securities-under any such
               offer or agreement as if the power had not ended

14             That the Company is hereby generally and unconditionally         Management          For                For
               authorised for the purposes of section 701 of the Companies
               Act 2006 to make market purchases (within the meaning of
               section 693(4) of such Act) on the London Stock Exchange of
               ordinary shares of 29 16/21p each in the capital of the
               Company ("ordinary shares") provided that: (A) the maximum
               aggregate number of ordinary shares authorised to be
               purchased is 71,298,053 (representing approximately 14.99 per
               cent of the present issued ordinary share capital of the
               Company); (B) the minimum price (excluding stamp duty and
               expenses) which may be paid for an ordinary share so
               purchased is 29 16/21p; (C) the maximum price (excluding
               stamp duty and expenses) which may be paid for an ordinary
               share so purchased is the highest of (i) an amount equal to 5
               per cent CONTD

CONT           CONTD above the average of the middle market quotations shown    Non-Voting
               for an ordinary-share in the London Stock Exchange Daily
               Official List on the five business-days immediately preceding
               the day on which that ordinary share is contracted-to be
               purchased and (ii) the higher of the price of the last
               independent-trade and the highest current independent bid on
               the trading venues where the-purchase is carried out; (D) the
               authority hereby conferred shall expire at-the conclusion of
               the annual general meeting to be held in 2012, unless
               such-authority is renewed, varied or revoked prior to such
               time; (E) the Company-may prior to the expiry of such
               authority make a contract to purchase-ordinary shares under
               the authority hereby conferred which will or may be-executed
               wholly or partly after the expiry of such authority, and may
               CONTD

CONT           CONTD make a purchase of ordinary shares in pursuance of any     Non-Voting
               such contract;-and (F) all ordinary shares purchased pursuant
               to the said authority shall-either: (i) be cancelled
               immediately upon completion of the purchase; or (ii)-be held,
               sold, transferred or otherwise dealt with as treasury shares
               in-accordance with the provisions of the Companies Act 2006

15             That the Directors' Remuneration Report as set out on pages      Management          For                For
               75 to 83 of the Annual Report 2010 be approved

16             That a general meeting of the Company other than an annual       Management          For                For
               general meeting may be called on not less than 14 clear days'
               notice


THOMAS & BETTS CORPORATION


                                                                                                    
SECURITY                             884315102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TNB                                        MEETING DATE                 04-May-2011
ISIN                                 US8843151023                               AGENDA                       933381890 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          M.L. DUCKER                                                               For                For

               2          J.K. HAUSWALD                                                             For                For

               3          D. JERNIGAN                                                               For                For

               4          R.B. KALICH, SR.                                                          For                For

               5          K.R. MASTERSON                                                            For                For

               6          D.J. PILEGGI                                                              For                For

               7          J.P. RICHARD                                                              For                For

               8          R.H. RIVERS                                                               For                For

               9          K.L. ROBERG                                                               For                For

               10         D.D. STEVENS                                                              For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM.

03             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT
               PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE
               SECURITIES AND EXCHANGE COMMISSION.

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.


CIRCOR INTERNATIONAL, INC.


                                                                                                    
SECURITY                             17273K109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CIR                                        MEETING DATE                 04-May-2011
ISIN                                 US17273K1097                               AGENDA                       933386903 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          A. WILLIAM HIGGINS                                                        Withheld           Against

               2          C. WILLIAM ZADEL                                                          Withheld           Against





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  77
The Gabelli Small Cap Growth Fund


                                                                                                           
2              TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTOR'S         Management          For                For
               SELECTION OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT
               AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

3              TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION REGARDING THE     Management          For                For
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

4              TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE FREQUENCY AT    Management          1 Year             For
               WHICH THE COMPANY SHOULD INCLUDE AN ADVISORY VOTE REGARDING
               THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IN
               ITS PROXY STATEMENT FOR STOCKHOLDER CONSIDERATION.


JOURNAL COMMUNICATIONS, INC.


                                                                                                    
SECURITY                             481130102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JRN                                        MEETING DATE                 04-May-2011
ISIN                                 US4811301021                               AGENDA                       933387373 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEVEN J. SMITH                                                           For                For

               2          MARY ELLEN STANEK                                                         For                For

               3          OWEN SULLIVAN                                                             For                For

02             NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE        Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE
               ACCOMPANYING PROXY STATEMENT

03             NON-BINDING PREFERENCE AS TO HOW FREQUENTLY SHAREHOLDERS WILL    Management          Abstain            Against
               VOTE ON A NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION
               OF THE COMPANY'S NAMED EXECUTIVE OFFICERS IN FUTURE YEARS

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING DECEMBER 25, 2011


BRUNSWICK CORPORATION


                                                                                                    
SECURITY                             117043109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BC                                         MEETING DATE                 04-May-2011
ISIN                                 US1170431092                               AGENDA                       933390798 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: CAMBRIA W. DUNAWAY                         Management          For                For

1B             ELECTION OF DIRECTOR: DUSTAN E. MCCOY                            Management          For                For

1C             ELECTION OF DIRECTOR: RALPH C. STAYER                            Management          For                For

02             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS.

03             ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON THE                Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04             THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE    Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.


AUTONATION, INC.


                                                                                                    
SECURITY                             05329W102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AN                                         MEETING DATE                 04-May-2011
ISIN                                 US05329W1027                               AGENDA                       933391411 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: MIKE JACKSON                               Management          For                For

1B             ELECTION OF DIRECTOR: ROBERT J. BROWN                            Management          For                For

1C             ELECTION OF DIRECTOR: RICK L. BURDICK                            Management          For                For

1D             ELECTION OF DIRECTOR: WILLIAM C. CROWLEY                         Management          For                For

1E             ELECTION OF DIRECTOR: DAVID B. EDELSON                           Management          For                For

1F             ELECTION OF DIRECTOR: ROBERT R. GRUSKY                           Management          For                For

1G             ELECTION OF DIRECTOR: MICHAEL LARSON                             Management          For                For

1H             ELECTION OF DIRECTOR: MICHAEL E. MAROONE                         Management          For                For

1I             ELECTION OF DIRECTOR: CARLOS A. MIGOYA                           Management          For                For

1J             ELECTION OF DIRECTOR: ALISON H. ROSENTHAL                        Management          For                For

02             RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                          Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION

05             ADOPTION OF STOCKHOLDER PROPOSAL REGARDING SPECIAL MEETINGS      Shareholder         Against            For

06             ADOPTION OF STOCKHOLDER PROPOSAL REGARDING CUMULATIVE VOTING     Shareholder         Against            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  78
The Gabelli Small Cap Growth Fund

TESORO CORPORATION


                                                                                                    
SECURITY                             881609101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TSO                                        MEETING DATE                 04-May-2011
ISIN                                 US8816091016                               AGENDA                       933392956 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: RODNEY F. CHASE                            Management          For                For

1B             ELECTION OF DIRECTOR: GREGORY J. GOFF                            Management          For                For

1C             ELECTION OF DIRECTOR: ROBERT W. GOLDMAN                          Management          For                For

1D             ELECTION OF DIRECTOR: STEVEN H. GRAPSTEIN                        Management          For                For

1E             ELECTION OF DIRECTOR: J.W. NOKES                                 Management          For                For

1F             ELECTION OF DIRECTOR: SUSAN TOMASKY                              Management          For                For

1G             ELECTION OF DIRECTOR: MICHAEL E. WILEY                           Management          For                For

1H             ELECTION OF DIRECTOR: PATRICK Y. YANG                            Management          For                For

02             TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against

03             TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04             TO APPROVE THE TESORO CORPORATION 2011 LONG- TERM INCENTIVE      Management          For                For
               PLAN.

05             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR            Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL YEAR 2011.

06             IF PROPERLY PRESENTED AT THE ANNUAL MEETING, TO CONSIDER A       Shareholder         Against            For
               STOCKHOLDER PROPOSAL REGARDING A SAFETY REPORT.


MATERION CORPORATION


                                                                                                    
SECURITY                             576690101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MTRN                                       MEETING DATE                 04-May-2011
ISIN                                 US5766901012                               AGENDA                       933397499 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOSEPH P. KEITHLEY                                                        For                For

               2          N. MOHAN REDDY                                                            For                For

               3          CRAIG S. SHULAR                                                           For                For

02             TO APPROVE THE AMENDED AND RESTATED MATERION CORPORATION 2006    Management          For                For
               STOCK INCENTIVE PLAN

03             TO APPROVE THE AMENDED AND RESTATED MATERION CORPORATION 2006    Management          For                For
               NON-EMPLOYEE DIRECTOR EQUITY PLAN

04             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE            Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY

05             TO APPROVE, BY NON-BINDING VOTE, NAMED EXECUTIVE OFFICER         Management          Abstain            Against
               COMPENSATION

06             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF NAMED        Management          Abstain            Against
               EXECUTIVE OFFICER COMPENSATION VOTES


DANA HOLDING CORP


                                                                                                    
SECURITY                             235825205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DAN                                        MEETING DATE                 04-May-2011
ISIN                                 US2358252052                               AGENDA                       933400549 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN M. DEVINE                                                            For                For

               2          TERRENCE J. KEATING                                                       For                For

               3          JOSEPH C. MUSCARI                                                         For                For

               4          RICHARD F. WALLMAN                                                        For                For

               5          KEITH E. WANDELL                                                          For                For

02             APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL APPROVING           Management          Abstain            Against
               EXECUTIVE COMPENSATION

03             APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL REGARDING THE       Management          Abstain            Against
               FREQUENCY OF EXECUTIVE COMPENSATION VOTES

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


SOUTHERN UNION COMPANY


                                                                                                    
SECURITY                             844030106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SUG                                        MEETING DATE                 04-May-2011
ISIN                                 US8440301062                               AGENDA                       933400842 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GEORGE L. LINDEMANN                                                       For                For

               2          ERIC D. HERSCHMANN                                                        For                For

               3          DAVID BRODSKY                                                             For                For

               4          FRANK W. DENIUS                                                           For                For

               5          KURT A. GITTER, M.D.                                                      For                For

               6          HERBERT H. JACOBI                                                         For                For

               7          THOMAS N. MCCARTER, III                                                   For                For

               8          GEORGE ROUNTREE, III                                                      For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  79
The Gabelli Small Cap Growth Fund


                                                                                                           
               9          ALLAN D. SCHERER                                                          For                For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               SOUTHERN UNION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

03             TO ADOPT AN ADVISORY, NONBINDING RESOLUTION APPROVING THE        Management          For                For
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             TO SELECT ON AN ADVISORY, NONBINDING BASIS, THE FREQUENCY OF     Management          Abstain            Against
               THE STOCKHOLDER VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

05             TO APPROVE A STOCKHOLDER PROPOSAL RELATING TO THE PREPARATION    Shareholder         Against            For
               OF A CORPORATE SUSTAINABILITY REPORT.


ENTEGRIS, INC.


                                                                                                    
SECURITY                             29362U104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ENTG                                       MEETING DATE                 04-May-2011
ISIN                                 US29362U1043                               AGENDA                       933404484 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GIDEON ARGOV                                                              For                For

               2          MICHAEL A. BRADLEY                                                        For                For

               3          MARVIN D. BURKETT                                                         For                For

               4          R. NICHOLAS BURNS                                                         For                For

               5          DANIEL W. CHRISTMAN                                                       For                For

               6          ROGER D. MCDANIEL                                                         For                For

               7          PAUL L.H. OLSON                                                           For                For

               8          BRIAN F. SULLIVAN                                                         For                For

02             RATIFY APPOINTMENT OF KPMG LLP AS ENTEGRIS' INDEPENDENT          Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF THE COMPENSATION PAID TO ENTEGRIS, INC.'S NAMED      Management          Abstain            Against
               EXECUTIVE OFFICERS (ADVISORY VOTE).

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.


CHESAPEAKE UTILITIES CORPORATION


                                                                                                    
SECURITY                             165303108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPK                                        MEETING DATE                 04-May-2011
ISIN                                 US1653031088                               AGENDA                       933407226 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS J. BRESNAN                                                         For                For

               2          MICHAEL P. MCMASTERS                                                      For                For

               3          JOSEPH E. MOORE                                                           For                For

               4          DIANNA F. MORGAN                                                          For                For

               5          JOHN R. SCHIMKAITIS                                                       For                For

02             NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR     Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

03             NON-BINDING ADVISORY VOTE REGARDING THE FREQUENCY OF             Management          Abstain            Against
               STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

04             RATIFICATION OF THE SELECTION OF PARENTEBEARD LLC AS THE         Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


DUCOMMUN INCORPORATED


                                                                                                    
SECURITY                             264147109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DCO                                        MEETING DATE                 04-May-2011
ISIN                                 US2641471097                               AGENDA                       933408002 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOSEPH C. BERENATO                                                        For                For

               2          ROBERT D. PAULSON                                                         For                For

02             ADVISORY RESOLUTION ON NAMED EXECUTIVE COMPENSATION.             Management          Abstain            Against

03             ADVISORY VOTE OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain
               NAMED EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management          For                For
               AS THE CORPORATION'S INDEPENDENT ACCOUNTANTS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  80
The Gabelli Small Cap Growth Fund

LUFKIN INDUSTRIES, INC.


                                                                                                    
SECURITY                             549764108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LUFK                                       MEETING DATE                 04-May-2011
ISIN                                 US5497641085                               AGENDA                       933410552 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          H.J. TROUT, JR.                                                           For                For

               2          J.T. JONGEBLOED                                                           For                For

               3          S.V. BAER                                                                 For                For

02             RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               2011.

03             TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD OF DIRECTORS    Management          For                For
               OF THE COMPANY TO APPROVE AND ADOPT THE AMENDMENT OF THE
               COMPANY'S FOURTH RESTATED ARTICLES OF INCORPORATION TO INCREASE
               THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 60,000,000
               TO 150,000,000.

04             TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF    Management          Abstain            Against
               OUR NAMED EXECUTIVE OFFICERS.

05             TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF     Management          Abstain            Against
               THE SHAREHOLDER VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.


KINROSS GOLD CORPORATION


                                                                                                 
SECURITY                             496902404                                  MEETING TYPE              Annual and Special Meeting
TICKER SYMBOL                        KGC                                        MEETING DATE              04-May-2011
ISIN                                 CA4969024047                               AGENDA                    933413724 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN A. BROUGH                                                            For                For

               2          TYE W. BURT                                                               For                For

               3          JOHN K. CARRINGTON                                                        For                For

               4          RICHARD P. CLARK                                                          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, CHARTERED                Management          For                For
               ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR
               AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION.

03             TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, WITH OR         Management          For                For
               WITHOUT VARIATION, A RESOLUTION AMENDING THE SHARE INCENTIVE
               PLAN OF THE COMPANY TO INCREASE THE NUMBER OF COMMON SHARES
               RESERVED FOR ISSUANCE THEREUNDER FROM 22,833,333 TO 26,833,333.

04             TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, WITH OR         Management          For                For
               WITHOUT VARIATION, A RESOLUTION AMENDING THE RESTRICTED SHARE
               PLAN OF THE COMPANY TO INCREASE THE NUMBER OF COMMON SHARES
               RESERVED FOR ISSUANCE THEREUNDER FROM 8,000,000 TO 20,000,000.

05             TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS, AN ADVISORY     Management          For                For
               RESOLUTION ON KINROSS' APPROACH TO EXECUTIVE COMPENSATION.


YAMANA GOLD INC.


                                                                                                    
SECURITY                             98462Y100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AUY                                        MEETING DATE                 04-May-2011
ISIN                                 CA98462Y1007                               AGENDA                       933417138 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
A              DIRECTOR                                                         Management

               1          PETER MARRONE                                                             For                For

               2          PATRICK J. MARS                                                           For                For

               3          JOHN BEGEMAN                                                              For                For

               4          ALEXANDER DAVIDSON                                                        For                For

               5          RICHARD GRAFF                                                             For                For

               6          ROBERT HORN                                                               For                For

               7          NIGEL LEES                                                                For                For

               8          JUVENAL MESQUITA FILHO                                                    For                For

               9          CARL RENZONI                                                              For                For

               10         ANTENOR F. SILVA, JR.                                                     For                For

               11         DINO TITARO                                                               For                For

B              IN RESPECT OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS        Management          For                For
               AUDITORS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  81
The Gabelli Small Cap Growth Fund

VERIZON COMMUNICATIONS INC.


                                                                                                    
SECURITY                             92343V104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VZ                                         MEETING DATE                 05-May-2011
ISIN                                 US92343V1044                               AGENDA                       933387830 - 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: LOWELL C. MCADAM                           Management          For                For

1E             ELECTION OF DIRECTOR: SANDRA O. MOOSE                            Management          For                For

1F             ELECTION OF DIRECTOR: JOSEPH NEUBAUER                            Management          For                For

1G             ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                       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: RODNEY E. SLATER                           Management          For                For

1L             ELECTION OF DIRECTOR: JOHN W. SNOW                               Management          For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM

03             ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION                  Management          Abstain            Against

04             ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE               Management          Abstain            Against
               COMPENSATION

05             DISCLOSE PRIOR GOVERNMENT SERVICE                                Shareholder         Against            For

06             PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS                    Shareholder         Against            For

07             CUMULATIVE VOTING                                                Shareholder         Against            For

08             SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING                      Shareholder         Against            For


CHURCH & DWIGHT CO., INC.


                                                                                                    
SECURITY                             171340102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CHD                                        MEETING DATE                 05-May-2011
ISIN                                 US1713401024                               AGENDA                       933389430 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOSE B. ALVAREZ                                                           For                For

               2          JAMES R. CRAIGIE                                                          For                For

               3          ROSINA B. DIXON                                                           For                For

               4          ROBERT D. LEBLANC                                                         For                For

02             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.       Management          Abstain            Against

03             ADVISORY VOTE TO DETERMINE THE FREQUENCY OF THE ADVISORY VOTE    Management          Abstain            Against
               ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT
               THE CHURCH & DWIGHT CO., INC. 2011 CONSOLIDATED FINANCIAL
               STATEMENTS.


HUNTSMAN CORPORATION


                                                                                                    
SECURITY                             447011107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HUN                                        MEETING DATE                 05-May-2011
ISIN                                 US4470111075                               AGENDA                       933390457 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JON M. HUNTSMAN                                                           For                For

               2          PATRICK T. HARKER                                                         For                For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE PREFERRED FREQUENCY OF    Management          Abstain            Against
               EXECUTIVE COMPENSATION VOTES.

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               HUNTSMAN CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.


AMPCO-PITTSBURGH CORPORATION


                                                                                                    
SECURITY                             032037103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AP                                         MEETING DATE                 05-May-2011
ISIN                                 US0320371034                               AGENDA                       933390685 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM K. LIEBERMAN                                                      For                For

               2          STEPHEN E. PAUL                                                           For                For

               3          C.H. PFORZHEIMER, III                                                     For                For

02             TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF THE       Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

03             TO RECOMMEND, IN A NON-BINDING VOTE, THE FREQUENCY OF            Management          Abstain            Against
               SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

04             TO APPROVE THE AMPCO-PITTSBURGH CORPORATION 2011 OMNIBUS         Management          Against            Against
               INCENTIVE PLAN.

05             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE        Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  82
The Gabelli Small Cap Growth Fund

MUELLER INDUSTRIES, INC.


                                                                                                    
SECURITY                             624756102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MLI                                        MEETING DATE                 05-May-2011
ISIN                                 US6247561029                               AGENDA                       933391079 - 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

               8          GREGORY L. CHRISTOPHER                                                    For                For

02             APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT      Management          For                For
               AUDITORS OF THE COMPANY.

03             TO APPROVE, ON AN ADVISORY BASIS BY NON-BINDING VOTE,            Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             TO APPROVE, ON AN ADVISORY BASIS BY NON-BINDING VOTE, THE        Management          Abstain            Against
               FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE
               COMPENSATION.

05             TO APPROVE THE ADOPTION OF THE COMPANY'S 2011 ANNUAL BONUS       Management          For                For
               PLAN.


SOUTHWEST GAS CORPORATION


                                                                                                    
SECURITY                             844895102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWX                                        MEETING DATE                 05-May-2011
ISIN                                 US8448951025                               AGENDA                       933392677 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT L. BOUGHNER                                                        For                For

               2          THOMAS E. CHESTNUT                                                        For                For

               3          STEPHEN C. COMER                                                          For                For

               4          LEROY C. HANNEMAN, JR.                                                    For                For

               5          MICHAEL O. MAFFIE                                                         For                For

               6          ANNE L. MARIUCCI                                                          For                For

               7          MICHAEL J. MELARKEY                                                       For                For

               8          JEFFREY W. SHAW                                                           For                For

               9          A. RANDALL THOMAN                                                         For                For

               10         THOMAS A. THOMAS                                                          For                For

               11         TERRENCE L. WRIGHT                                                        For                For

02             TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

03             TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE         Management          Abstain            Against
               ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR FISCAL YEAR 2011.


SOUTHWEST GAS CORPORATION


                                                                                                    
SECURITY                             844895102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWX                                        MEETING DATE                 05-May-2011
ISIN                                 US8448951025                               AGENDA                       933392677 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT L. BOUGHNER                                                        For                For

               2          THOMAS E. CHESTNUT                                                        For                For

               3          STEPHEN C. COMER                                                          For                For

               4          LEROY C. HANNEMAN, JR.                                                    For                For

               5          MICHAEL O. MAFFIE                                                         For                For

               6          ANNE L. MARIUCCI                                                          For                For

               7          MICHAEL J. MELARKEY                                                       For                For

               8          JEFFREY W. SHAW                                                           For                For

               9          A. RANDALL THOMAN                                                         For                For

               10         THOMAS A. THOMAS                                                          For                For

               11         TERRENCE L. WRIGHT                                                        For                For

02             TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

03             TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE         Management          Abstain            Against
               ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR FISCAL YEAR 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  83
The Gabelli Small Cap Growth Fund

ASTRONICS CORPORATION


                                                                                                    
SECURITY                             046433108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ATRO                                       MEETING DATE                 05-May-2011
ISIN                                 US0464331083                               AGENDA                       933396435 - 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 INDEPENDENT       Management          For                For
               AUDITORS FOR FISCAL YEAR 2011.

03             TO CONSIDER AND VOTE UPON THE ADOPTION OF THE 2011 EMPLOYEE      Management          Against            Against
               STOCK OPTION PLAN.

04             TO SEEK YOUR ADVISORY VOTE ON EXECUTIVE COMPENSATION PROGRAMS    Management          Abstain            Against
               AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS
               SECTION OF THE PROXY STATEMENT.

05             THE COMPANY SEEKS SHAREHOLDERS' INPUT ON THE FREQUENCY OF        Management          Abstain            Against
               FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION
               PROGRAMS.

06             TO CONSIDER AND VOTE UPON A SHAREHOLDER PROPOSAL RECOMMENDING    Shareholder         Against            For
               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                             046433207                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ATROB                                      MEETING DATE                 05-May-2011
ISIN                                 US0464332073                               AGENDA                       933396435 - 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 INDEPENDENT       Management          For                For
               AUDITORS FOR FISCAL YEAR 2011.

03             TO CONSIDER AND VOTE UPON THE ADOPTION OF THE 2011 EMPLOYEE      Management          Against            Against
               STOCK OPTION PLAN.

04             TO SEEK YOUR ADVISORY VOTE ON EXECUTIVE COMPENSATION PROGRAMS    Management          Abstain            Against
               AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS
               SECTION OF THE PROXY STATEMENT.

05             THE COMPANY SEEKS SHAREHOLDERS' INPUT ON THE FREQUENCY OF        Management          Abstain            Against
               FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION
               PROGRAMS.

06             TO CONSIDER AND VOTE UPON A SHAREHOLDER PROPOSAL RECOMMENDING    Shareholder         Against            For
               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).


PENNICHUCK CORPORATION


                                                                                                    
SECURITY                             708254206                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PNNW                                       MEETING DATE                 05-May-2011
ISIN                                 US7082542066                               AGENDA                       933403660 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOSEPH A. BELLAVANCE                                                      For                For

               2          JANET M. HANSEN                                                           For                For

               3          HANNAH M. MCCARTHY                                                        For                For

               4          JAMES M. MURPHY                                                           For                For

02             TO RATIFY THE APPOINTMENT OF PARENTEBEARD LLC AS THE             Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE
               YEAR ENDING DECEMBER 31, 2011.

03             TO HAVE AN ADVISORY (NON-BINDING) VOTE ON THE APPROVAL OF THE    Management          Abstain            Against
               COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS ("SAY
               ON PAY") AS DISCLOSED IN THE PROXY STATEMENT FOR THIS MEETING.

04             TO HAVE AN ADVISORY (NON-BINDING) VOTE ON THE DESIRED            Management          Abstain            Against
               FREQUENCY ON WHICH SHAREHOLDERS WILL HAVE AN ADVISORY
               (NON-BINDING) VOTE ON THE APPROVAL OF THE COMPENSATION OF THE
               COMPANY'S NAMED EXECUTIVE OFFICERS ("SAY WHEN ON PAY").




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  84
The Gabelli Small Cap Growth Fund

GAYLORD ENTERTAINMENT COMPANY


                                                                                                    
SECURITY                             367905106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GET                                        MEETING DATE                 05-May-2011
ISIN                                 US3679051066                               AGENDA                       933404092 - 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          TERRELL T. PHILEN, JR.                                                    For                For

               8          ROBERT S. PRATHER, JR.                                                    For                For

               9          COLIN V. REED                                                             For                For

               10         MICHAEL D. ROSE                                                           For                For

               11         MICHAEL I. ROTH                                                           For                For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

03             TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2006 OMNIBUS     Management          For                For
               INCENTIVE PLAN.

04             TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.        Management          For                For

05             TO RECOMMEND, ON AN ADVISORY BASIS, WHETHER WE WILL HAVE         Management          1 Year             For
               FUTURE ADVISORY VOTES REGARDING OUR EXECUTIVE COMPENSATION
               EVERY ONE YEAR, EVERY TWO YEARS OR EVERY THREE YEARS.


COVANTA HOLDING CORPORATION


                                                                                                    
SECURITY                             22282E102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CVA                                        MEETING DATE                 05-May-2011
ISIN                                 US22282E1029                               AGENDA                       933404143 - 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          ANTHONY J. ORLANDO                                                        For                For

               7          WILLIAM C. PATE                                                           For                For

               8          ROBERT S. SILBERMAN                                                       For                For

               9          JEAN SMITH                                                                For                For

               10         SAMUEL ZELL                                                               For                For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COVANTA        Management          For                For
               HOLDING CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTANTS FOR THE 2011 FISCAL YEAR.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON            Management          Abstain            Against
               EXECUTIVE COMPENSATION.


BIOLASE TECHNOLOGY, INC.


                                                                                                    
SECURITY                             090911108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BLTI                                       MEETING DATE                 05-May-2011
ISIN                                 US0909111082                               AGENDA                       933406907 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: FEDERICO PIGNATELLI                        Management          For                For

1B             ELECTION OF DIRECTOR: DR. ALEX K. ARROW                          Management          For                For

1C             ELECTION OF DIRECTOR: DR. NORMAN J. NEMOY                        Management          For                For

1D             ELECTION OF DIRECTOR: GREGORY E. LICHTWARDT                      Management          For                For

02             TO APPROVE THE AMENDMENT TO THE 2002 STOCK INCENTIVE PLAN.       Management          Against            Against

03             TO RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT     Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  85
The Gabelli Small Cap Growth Fund

RTI BIOLOGICS, INC.


                                                                                                    
SECURITY                             74975N105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RTIX                                       MEETING DATE                 05-May-2011
ISIN                                 US74975N1054                               AGENDA                       933407377 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER F. GEAREN                                                           For                For

               2          ADRIAN J.R. SMITH                                                         For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY ON PAY         Management          Abstain            Against
               VOTE")

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE    Management          Abstain            Against


STERLING BANCORP


                                                                                                    
SECURITY                             859158107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        STL                                        MEETING DATE                 05-May-2011
ISIN                                 US8591581074                               AGENDA                       933415146 - 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          CAROLYN JOY LEE                                                           For                For

               9          JOHN C. MILLMAN                                                           For                For

               10         EUGENE ROSSIDES                                                           For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF     Management          For                For
               THE BOARD OF DIRECTORS OF CROWE HORWATH LLP AS THE COMPANY'S
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR 2011.

03             ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED     Management          Abstain            Against
               EXECUTIVE OFFICERS.

04             PROPOSAL TO REAPPROVE THE STERLING BANCORP KEY EXECUTIVE         Management          For                For
               INCENTIVE BONUS PLAN, WHICH WAS ORIGINALLY APPROVED BY THE
               COMPANY'S SHAREHOLDERS IN 2001 AND REAPPROVED IN 2006, THE
               MATERIAL TERMS OF WHICH ARE DESCRIBED IN THE ACCOMPANYING
               PROXY STATEMENT.

05             PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION OF            Management          For                For
               STERLING BANCORP TO INCREASE THE NUMBER OF AUTHORIZED COMMON
               SHARES OF STERLING BANCORP FROM 50,000,000 TO 100,000,000
               SHARES.


SWISHER HYGIENE INC.


                                                                                                    
SECURITY                             870808102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SWSH                                       MEETING DATE                 05-May-2011
ISIN                                 US8708081026                               AGENDA                       933423004 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          H. WAYNE HUIZENGA                                                         For                For

               2          STEVEN R. BERRARD                                                         For                For

               3          DAVID BRALEY                                                              For                For

               4          JOHN ELLIS BUSH                                                           For                For

               5          HARRIS W. HUDSON                                                          For                For

               6          WILLIAM D. PRUITT                                                         For                For

               7          DAVID PRUSSKY                                                             For                For

               8          MICHAEL SERRUYA                                                           For                For

02             TO APPROVE AN AMENDMENT TO SWISHER HYGIENE INC.'S CERTIFICATE    Management          For                For
               OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES
               OF COMMON STOCK FROM 400,000,000 TO 600,000,000.

03             TO APPROVE AN AMENDMENT TO SWISHER HYGIENE INC.'S CERTIFICATE    Management          Against            Against
               OF INCORPORATION TO AUTHORIZE 10,000,000 SHARES OF "BLANK
               CHECK" PREFERRED STOCK.

04             TO APPROVE AN AMENDMENT TO SWISHER HYGIENE INC.'S CERTIFICATE    Management          For                For
               OF INCORPORATION TO PERMIT STOCKHOLDERS TO ACT BY WRITTEN
               CONSENT.

05             TO APPROVE THE AMENDED AND RESTATED SWISHER HYGIENE INC. 2010    Management          For                For
               STOCK INCENTIVE PLAN AND RATIFY AWARDS PREVIOUSLY GRANTED
               UNDER THE PLAN.

06             TO APPROVE THE SWISHER HYGIENE INC. SENIOR EXECUTIVE OFFICERS    Management          For                For
               PERFORMANCE INCENTIVE BONUS PLAN.

07             TO OBTAIN NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION      Management          Abstain            Against
               OF SWISHER HYGIENE INC.'S NAMED EXECUTIVE OFFICERS ("SAY ON
               PAY").

08             TO OBTAIN NON-BINDING ADVISORY APPROVAL OF THREE YEARS AS THE    Management          Abstain            Against
               FREQUENCY OF FUTURE "SAY ON PAY" VOTES.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  86
The Gabelli Small Cap Growth Fund

CHINA TONTINE WINES GROUP LTD


                                                                                                    
SECURITY                             G215A4107                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 06-May-2011
ISIN                                 BMG215A41075                               AGENDA                       702886752 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR'     Non-Voting
               OR 'AGAINST'-ONLY FOR ALL RESOLUTIONS. THANK YOU.

CMMT           PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20110330/LTN2
               0110330706.pdf

1              To receive and approve the audited consolidated financial        Management          For                For
               statements of the Company and its subsidiaries and the
               reports of the directors (the "Directors") and the auditors
               of the Company for the year ended 31 December 2010

2              To declare a final dividend for the year ended 31 December       Management          For                For
               2010

3.a            To re-elect Mr. Wang Guangyuan as an executive Director          Management          For                For

3.b            To re-elect Mr. Lai Chi Keung, Albert as an independent non-     Management          For                For
               executive Director

3.c            To authorise the board of Directors to fix the remuneration      Management          For                For
               of the Directors

4              To re-appoint Deloitte Touche Tohmatsu as the auditors of the    Management          For                For
               Company and authorise the board of Directors to fix their
               remuneration

5              To grant a general mandate to the Directors to allot, issue      Management          For                For
               and deal with the unissued shares of HKD 0.01 each in the
               share capital of the Company, the aggregate nominal amount of
               which shall not exceed 20% of the aggregate nominal amount of
               the issued share capital of the Company as at the date of
               passing of this resolution

6              To grant a general mandate to the Directors to repurchase the    Management          For                For
               Company's shares up to 10% of the issued share capital of the
               Company as at the date of passing of this resolution

7              To add the nominal amount of the shares in the Company           Management          For                For
               purchased by the Company to the general mandate granted to
               the Directors under resolution no. 5 above

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL     Non-Voting
               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.


FRANKLIN ELECTRIC CO., INC.


                                                                                                    
SECURITY                             353514102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FELE                                       MEETING DATE                 06-May-2011
ISIN                                 US3535141028                               AGENDA                       933381028 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID T. BROWN                                                            For                For

               2          DAVID A. ROBERTS                                                          For                For

               3          THOMAS R. VERHAGE                                                         For                For

02             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.

03             TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE COMPENSATION     Management          Abstain            Against
               OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY
               STATEMENT.

04             TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES     Management          Abstain            Against
               ON EXECUTIVE PAY.


ARTIO GLOBAL INVESTORS


                                                                                                    
SECURITY                             04315B107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ART                                        MEETING DATE                 06-May-2011
ISIN                                 US04315B1070                               AGENDA                       933388476 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ELIZABETH BUSE                                                            For                For

               2          FRANCIS LEDWIDGE                                                          For                For

02             APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE    Management          Abstain            Against
               OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION
               S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE
               COMPENSATION TABLES, AND THE RELATED DISCLOSURE CONTAINED IN
               THE 2011 PROXY STATEMENT.

03             FREQUENCY OF CONDUCTING AN ADVISORY VOTE ON EXECUTIVE            Management          Abstain            Against
               COMPENSATION.

04             THE RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC    Management          For                For
               ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


VALUECLICK, INC.


                                                                                                    
SECURITY                             92046N102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VCLK                                       MEETING DATE                 06-May-2011
ISIN                                 US92046N1028                               AGENDA                       933390611 - 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          JEFFREY F. RAYPORT                                                        For                For

               5          JAMES R. PETERS                                                           For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  87
The Gabelli Small Cap Growth Fund


                                                                                                           
               6          JAMES A. CROUTHAMEL                                                       For                For

02             TO APPROVE THE AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN.   Management          Against            Against

03             TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE       Management          Abstain            Against
               ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.


THE BRINK'S COMPANY


                                                                                                    
SECURITY                             109696104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BCO                                        MEETING DATE                 06-May-2011
ISIN                                 US1096961040                               AGENDA                       933392300 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVE AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF       Management          For                For
               INCORPORATION RELATING TO THE SIZE OF THE BOARD OF DIRECTORS.

02             DIRECTOR                                                         Management

               1          MARC C. BRESLAWSKY                                                        For                For

               2          MICHAEL T. DAN                                                            For                For

03             APPROVE THE AMENDED AND RESTATED KEY EMPLOYEES INCENTIVE PLAN.   Management          For                For

04             APPROVE A NON-BINDING ADVISORY RESOLUTION RELATING TO THE        Management          Abstain            Against
               COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

05             PROVIDE A NON-BINDING ADVISORY VOTE AS TO THE FREQUENCY          Management          Abstain            Against
               (EVERY ONE, TWO OR THREE YEARS) OF THE NON-BINDING
               SHAREHOLDER VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE
               OFFICERS.

06             APPROVE THE AUDIT AND ETHICS COMMITTEE'S SELECTION OF KPMG       Management          For                For
               LLP AS AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO
               AUDIT THE ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
               2011.


ROCKWOOD HOLDINGS, INC.


                                                                                                    
SECURITY                             774415103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROC                                        MEETING DATE                 06-May-2011
ISIN                                 US7744151033                               AGENDA                       933396726 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BRIAN F. CARROLL                                                          For                For

               2          TODD A. FISHER                                                            For                For

               3          DOUGLAS L. MAINE                                                          For                For

02             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS            Management          For                For
               ROCKWOOD'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               ITS FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, IN A NON-BINDING, ADVISORY VOTE, THE COMPENSATION    Management          Abstain            Against
               PAID TO OUR NAMED EXECUTIVE OFFICERS.

04             TO DETERMINE, IN A NON-BINDING, ADVISORY VOTE, WHETHER A         Management          Abstain            Against
               STOCKHOLDER VOTE TO APPROVE THE COMPENSATION PAID TO OUR
               NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE
               YEARS.


CURTISS-WRIGHT CORPORATION


                                                                                                    
SECURITY                             231561101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CW                                         MEETING DATE                 06-May-2011
ISIN                                 US2315611010                               AGENDA                       933404167 - 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          JOHN R. MYERS                                                             For                For

               5          JOHN B. NATHMAN                                                           For                For

               6          ROBERT J. RIVET                                                           For                For

               7          WILLIAM W. SIHLER                                                         For                For

               8          ALBERT E. SMITH                                                           For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR 2011.

03             PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S INCENTIVE     Management          For                For
               COMPENSATION PLAN.

04             PROPOSAL TO APPROVE THE AMENDMENTS TO THE COMPANY'S EMPLOYEE     Management          For                For
               STOCK PURCHASE PLAN.

05             PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON EXECUTIVE             Management          Abstain            Against
               COMPENSATION.

06             PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF          Management          Abstain            Against
               STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  88
The Gabelli Small Cap Growth Fund

OCEANEERING INTERNATIONAL, INC.


                                                                                                    
SECURITY                             675232102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OII                                        MEETING DATE                 06-May-2011
ISIN                                 US6752321025                               AGENDA                       933406351 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          T. JAY COLLINS                                                            For                For

               2          D. MICHAEL HUGHES                                                         For                For

02             ADVISORY VOTE ON A RESOLUTION TO APPROVE THE COMPENSATION OF     Management          Abstain            Against
               OUR NAMED EXECUTIVE OFFICERS.

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY        Management          Abstain            Against
               VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011.


BARNES GROUP INC.


                                                                                                    
SECURITY                             067806109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        B                                          MEETING DATE                 06-May-2011
ISIN                                 US0678061096                               AGENDA                       933416477 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM S. BRISTOW, JR.                                                   For                For

               2          HASSELL H. MCCLELLAN                                                      For                For

               3          GREGORY F. MILZCIK                                                        For                For

02             RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE        Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               2011.

03             APPROVAL OF THE BARNES GROUP INC. PERFORMANCE BASED BONUS        Management          For                For
               PLAN FOR SELECTED EXECUTIVE OFFICERS, AS AMENDED.

04             ADVISORY (NON-BINDING) RESOLUTION REGARDING THE COMPANY'S        Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             ADVISORY (NON-BINDING) RESOLUTION REGARDING THE FREQUENCY OF     Management          Abstain            Against
               HOLDING AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE
               COMPENSATION.

06             AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED BY-LAWS TO       Shareholder         Against            For
               PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS.

07             STOCKHOLDER PROPOSAL REGARDING ELIMINATION OF SUPERMAJORITY      Shareholder         Against            For
               VOTING REQUIREMENTS IN THE COMPANY'S RESTATED CERTIFICATE OF
               INCORPORATION, AS AMENDED, AND ITS AMENDED AND RESTATED BY-
               LAWS.


FALCONSTOR SOFTWARE, INC.


                                                                                                    
SECURITY                             306137100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FALC                                       MEETING DATE                 09-May-2011
ISIN                                 US3061371007                               AGENDA                       933410627 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ELI OXENHORN*                                                             For                For

               2          STEVEN R. FISCHER*                                                        For                For

               3          ALAN W. KAUFMAN**                                                         For                For

02             TO APPROVE STAND ALONE STOCK OPTION AGREEMENT.                   Management          Against            Against

03             RESOLVED, THAT THE STOCKHOLDERS APPROVE THE COMPENSATION OF      Management          Abstain            Against
               THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE
               COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE COMPENSATION
               TABLES AND ACCOMPANYING NARRATIVE DISCUSSION IN THE PROXY
               STATEMENT.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE        Management          Abstain            Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

05             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE
               FISCAL YEAR ENDING DECEMBER 31, 2011.


STONERIDGE, INC.


                                                                                                    
SECURITY                             86183P102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SRI                                        MEETING DATE                 09-May-2011
ISIN                                 US86183P1021                               AGENDA                       933423953 - 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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  88
The Gabelli Small Cap Growth Fund


                                                                                                           
               7          PAUL J. SCHLATHER                                                         For                For

02             RATIFICATION OF ERNST & YOUNG LLP                                Management          For                For

03             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION                    Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION

05             APPROVAL OF AMENDED ANNUAL INCENTIVE PLAN                        Management          For                For



BELO CORP.


                                                                                                    
SECURITY                             080555105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BLC                                        MEETING DATE                 10-May-2011
ISIN                                 US0805551050                               AGENDA                       933394378 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          ROBERT W. DECHERD                                                         For                For

               2          DUNIA A. SHIVE                                                            For                For

               3          M. ANNE SZOSTAK                                                           For                For

2              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3              AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION (SAY-ON-PAY)    Management          Abstain            Against
4              AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management          Abstain            Against
               SAY-ON-PAY.


SPRINT NEXTEL CORPORATION


                                                                                                    
SECURITY                             852061100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        S                                          MEETING DATE                 10-May-2011
ISIN                                 US8520611000                               AGENDA                       933396536 - 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 INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2011.

03             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY      Management          Abstain            Against
               OF ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION.

05             TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING POLITICAL           Shareholder         Against            For
               CONTRIBUTIONS.

06             TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING THE RETENTION OF    Shareholder         Against            For
               EQUITY AWARDS.

07             TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING CHANGE TO A         Shareholder         Against            For
               VOTING REQUIREMENT.


PENSKE AUTOMOTIVE GROUP, INC.


                                                                                                    
SECURITY                             70959W103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PAG                                        MEETING DATE                 10-May-2011
ISIN                                 US70959W1036                               AGENDA                       933396942 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN D. BARR                                                              For                For

               2          MICHAEL R. EISENSON                                                       For                For

               3          ROBERT H. KURNICK, JR.                                                    For                For

               4          WILLIAM J. LOVEJOY                                                        For                For

               5          KIMBERLY J. MCWATERS                                                      For                For

               6          YOSHIMI NAMBA                                                             For                For

               7          LUCIO A. NOTO                                                             For                For

               8          ROGER S. PENSKE                                                           For                For

               9          RICHARD J. PETERS                                                         For                For

               10         RONALD G. STEINHART                                                       For                For

               11         H. BRIAN THOMPSON                                                         For                For

02             FOR RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS    Management          For                For
               OUR INDEPENDENT AUDITING FIRM FOR 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE      Management          Abstain            Against
               COMPENSATION VOTES.

05             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE MEETING.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  90
The Gabelli Small Cap Growth Fund

DANAHER CORPORATION


                                                                                                    
SECURITY                             235851102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DHR                                        MEETING DATE                 10-May-2011
ISIN                                 US2358511028                               AGENDA                       933405741 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR.                      Management          For                For

1B             ELECTION OF DIRECTOR: MITCHELL P. RALES                          Management          For                For

1C             ELECTION OF DIRECTOR: ELIAS A. ZERHOUNI, M.D.                    Management          For                For

02             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS DANAHER'S        Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE OF     Management          For                For
               INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

04             TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE OF     Management          For                For
               INCORPORATION TO ALLOW HOLDERS OF TWENTY-FIVE PERCENT (25%)
               OR MORE OF DANAHER'S SHARES TO CALL A SPECIAL MEETING OF
               SHAREHOLDERS.

05             TO APPROVE AMENDMENTS TO DANAHER'S 2007 STOCK INCENTIVE PLAN     Management          For                For
               AND MATERIAL TERMS OF PLAN PERFORMANCE GOALS.

06             TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE           Management          Abstain            Against
               OFFICER COMPENSATION.

07             TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management          Abstain            Against
               SHAREHOLDER ADVISORY VOTES ON THE COMPANY'S EXECUTIVE OFFICER
               COMPENSATION.


YOUNG INNOVATIONS, INC.


                                                                                                    
SECURITY                             987520103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        YDNT                                       MEETING DATE                 10-May-2011
ISIN                                 US9875201033                               AGENDA                       933411009 - 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

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON PAY) VOTE.       Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE.   Management          Abstain            Against

04             TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP AS OUR            Management          For                For
               INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
               2011.


QUIDEL CORPORATION


                                                                                                    
SECURITY                             74838J101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        QDEL                                       MEETING DATE                 10-May-2011
ISIN                                 US74838J1016                               AGENDA                       933412164 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS D. BROWN                                                           For                For

               2          DOUGLAS C. BRYANT                                                         For                For

               3          KENNETH F. BUECHLER                                                       For                For

               4          ROD F. DAMMEYER                                                           For                For

               5          MARY LAKE POLAN                                                           For                For

               6          MARK A. PULIDO                                                            For                For

               7          JACK W. SCHULER                                                           For                For

02             TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD      Management          For                For
               OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE     Management          Abstain            Against
               OFFICERS.

04             TO RECOMMEND, THE FREQUENCY OF FUTURE ADVISORY VOTES ON          Management          Abstain            Against
               EXECUTIVE COMPENSATION.


NORTEK, INC.


                                                                                                    
SECURITY                             656559309                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NTKS                                       MEETING DATE                 10-May-2011
ISIN                                 US6565593091                               AGENDA                       933413166 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JEFFREY C. BLOOMBERG                                                      For                For

               2          JOSEPH M. CIANCIOLO                                                       For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  91
The Gabelli Small Cap Growth Fund


                                                                                                           
               3          JAMES B. HIRSHORN                                                         For                For

02             TO APPROVE ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION     Management          Abstain            Against
               OF NORTEK'S NAMED EXECUTIVE OFFICERS.

03             TO RECOMMEND, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY     Management          Abstain            Against
               OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

04             TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED        Management          For                For
               PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
               31, 2011.


OCH-ZIFF CAP MGMT GROUP LLC


                                                                                                    
SECURITY                             67551U105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OZM                                        MEETING DATE                 10-May-2011
ISIN                                 US67551U1051                               AGENDA                       933414598 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOEL M. FRANK                                                             For                For

               2          ALLAN S. BUFFERD                                                          For                For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OCH-ZIFF'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management          Abstain            Against

04             TO APPROVE THE ADVISORY RECOMMENDATION ON THE FREQUENCY OF       Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.


TYLER TECHNOLOGIES, INC.


                                                                                                    
SECURITY                             902252105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TYL                                        MEETING DATE                 10-May-2011
ISIN                                 US9022521051                               AGENDA                       933415730 - 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 AUDITORS.       Management          For                For

03             ADVISORY VOTE ON APPROVAL OF THE COMPENSATION FOR THE NAMED      Management          Abstain            Against
               EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER VOTE ON          Management          Abstain            Against
               EXECUTIVE COMPENSATION.


MIDAS, INC.


                                                                                                    
SECURITY                             595626102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MDS                                        MEETING DATE                 10-May-2011
ISIN                                 US5956261029                               AGENDA                       933417025 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS L. BINDLEY                                                         Withheld           Against

               2          ROBERT R. SCHOEBERL                                                       Withheld           Against

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE               Management          For                For
               INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL YEAR
               ENDING DECEMBER 31, 2011.

03             RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY'S NAMED     Management          Against            Against
               EXECUTIVE OFFICERS.

04             FREQUENCY OF INCLUSION IN THE PROXY STATEMENT OF A               Management          1 Year             Against
               NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF THE
               COMPANY'S NAMED EXECUTIVE OFFICERS.


CHEMTURA CORPORATION


                                                                                                    
SECURITY                             163893209                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CHMT                                       MEETING DATE                 10-May-2011
ISIN                                 US1638932095                               AGENDA                       933418471 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JEFFREY D. BENJAMIN                                                       For                For

               2          TIMOTHY J. BERNLOHR                                                       For                For

               3          ANNA C. CATALANO                                                          For                For

               4          ALAN S. COOPER                                                            For                For

               5          JAMES W. CROWNOVER                                                        For                For

               6          JONATHAN F. FOSTER                                                        For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  92
The Gabelli Small Cap Growth Fund


                                                                                                           
               7          CRAIG A. ROGERSON                                                         For                For

               8          JOHN K. WULFF                                                             For                For

02             TO APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against

03             TO DESIGNATE THE FREQUENCY OF PERIODIC ADVISORY VOTES ON         Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT           Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.


ADAMS GOLF, INC.


                                                                                                    
SECURITY                             006228209                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ADGF                                       MEETING DATE                 10-May-2011
ISIN                                 US0062282092                               AGENDA                       933420414 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN M. GREGORY                                                           For                For

               2          ROBERT D. ROGERS                                                          For                For

02             DIRECTORS' PROPOSAL - RATIFY THE APPOINTMENT OF BKD, LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT AUDITORS FOR 2011

03             EQUITY INCENTIVE PLAN - APPROVE THE 2011 EQUITY INCENTIVE PLAN   Management          Against            Against


GRIFFIN LAND & NURSERIES, INC.


                                                                                                    
SECURITY                             398231100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GRIF                                       MEETING DATE                 10-May-2011
ISIN                                 US3982311009                               AGENDA                       933420781 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WINSTON 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             RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED          Management          For                For
               PUBLIC ACCOUNTANTS.

03             APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF THE        Management          For                For
               NAMED EXECUTIVE OFFICERS PRESENTED IN GRIFFIN'S PROXY
               STATEMENT.

04             RECOMMENDATION, BY NON-BINDING VOTE, OF THE FREQUENCY OF AN      Management          1 Year             Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.


IVANHOE MINES LTD.


                                                                                                    
SECURITY                             46579N103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IVN                                        MEETING DATE                 10-May-2011
ISIN                                 CA46579N1033                               AGENDA                       933429777 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management
               1          ROBERT M. FRIEDLAND                                                       For                For

               2          PETER MEREDITH                                                            For                For

               3          DAVID HUBERMAN                                                            For                For

               4          R. EDWARD FLOOD                                                           For                For

               5          HOWARD BALLOCH                                                            For                For

               6          MARKUS FABER                                                              For                For

               7          DAVID KORBIN                                                              For                For

               8          LIVIA MAHLER                                                              For                For

               9          TRACY STEVENSON                                                           For                For

               10         MICHAEL GORDON                                                            For                For

               11         DAN WESTBROOK                                                             For                For

               12         ROBERT HOLLAND III                                                        For                For

               13         ANDREW HARDING                                                            For                For

               14         KAY PRIESTLY                                                              For                For

02             TO APPOINT DELOITTE & TOUCHE, LLP, CHARTERED ACCOUNTANTS, AS     Management          For                For
               AUDITORS OF THE CORPORATION AT A REMUNERATION TO BE FIXED BY
               THE BOARD OF DIRECTORS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  93
The Gabelli Small Cap Growth Fund

LOOMIS A B


                                                                                                    
SECURITY                             W5650X104                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 11-May-2011
ISIN                                 SE0002683557                               AGENDA                       702954656 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER      Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER              Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
               MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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

CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT         Non-Voting
               ABSTAIN AS A VALID-VOTE OPTION. THANK YOU

1              Opening of the Meeting                                           Non-Voting

2              Election of Chairman of the Meeting                              Non-Voting

3              Preparation and approval of the voting list                      Non-Voting

4              Approval of the agenda                                           Non-Voting

5              Election of one or two person(s) to approve the minutes          Non-Voting

6              Determination of compliance with the rules of convocation        Non-Voting

7              The President's report                                           Non-Voting

8              Presentation of (a) the Annual Report and the Auditor's          Non-Voting
               Report and the-Consolidated Financial Statements and the Group
               Auditor's Report, (b) the-statement by the auditor on the
               compliance with the guidelines for-remuneration to management
               applicable since the last AGM, and (c) the Board's-proposal for
               appropriation of the company's profit and the Board's motivated-
               statement thereon

9.a            Resolutions regarding adoption of the Statement of Income and
               the Balance Sheet and the Consolidated Statement of Income
               and the Consolidated Balance Sheet as per 31 December 2010

9.b            Resolution regarding appropriation of the company's profit       Management          For                For
               according to the adopted Balance Sheet

9.c            Resolution regarding record date for dividend and                Management          For                For

9.d            Resolution regarding discharge of the Board of Directors and     Management          For                For
               the President from liability for the financial year 2010

10             Determination of the number of Board members                     Management          For                For

11             Determination of fees to Board members and auditor               Management          For                For

12             Election of Board members: The Nomination Committee proposes     Management          For                For
               re-election of the Board members Lars Blecko, Alf Goransson, Jan
               Svensson, Ulrik Svensson, Marie Ehrling and Signhild Arnegard
               Hansen, for the period up to and including the AGM 2012, with Alf
               Goransson as Chairman of the Board

13             Election of members of the Nomination Committee                  Management          For                For

14             Determination of guidelines for remuneration to management       Management          For                For

15.a           Resolution regarding the implementation of an incentive scheme   Management          For                For

15b.1          Resolution regarding hedging measures, either through the        Management          For                For
               authorization of the Board to resolve on acquisition of
               treasury shares on the stock exchange, and

15b.2          Resolution regarding hedging measures, either through the        Management          For                For
               transfer of treasury shares to participants of the incentive
               scheme or, alternatively
15b.3          Resolutions regarding hedging measures, either through the       Management          For                For
               entering into of a share swap agreement

16             Resolution on the authorization of the Board to resolve on       Management          For                For
               the acquisition and transfer of the company's own shares

17             Closing of the Meeting Non-Voting


MANDARIN ORIENTAL INTL LTD


                                                                                                    
SECURITY                             G57848106                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 11-May-2011
ISIN                                 BMG578481068                               AGENDA                       703018045 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              To receive and consider the financial statements and the         Management          For                For
               independent auditors report for the year ended 31st December
               2010, and to declare a final dividend

2              To re-elect Julian Hui as a Director                             Management          For                For

3              To re-elect Dr Richard Lee as a Director                         Management          For                For

4              To re-elect Robert Leon as a Director                            Management          For                For

5              To re-elect James Watkins as a Director                          Management          For                For

6              To fix the directors fees                                        Management          For                For

7              To re appoint the auditors and to authorize the directors to     Management          For                For
               fix their remuneration. To consider and, if thought fit,
               adopt with or without amendments the following ordinary
               resolutions

8              That A. The exercise by the directors during the relevant        Management          For                For
               period of all powers of the company to allot or issue shares
               and to make and grant offers, agreements and options which
               would or might require shares to be allotted, issued or
               disposed of during or after the end of the relevant period up
               to an aggregate nominal amount of USD 16.6 million, be and is
               hereby generally and unconditionally approved and B. The
               aggregate nominal amount of share capital allotted or agreed
               conditionally or unconditionally to be allotted wholly for
               cash by the directors pursuant to the approval in paragraph
               A, otherwise than pursuant to a rights issue, or the issue of
               shares pursuant to the company employee share purchase trust,
               shall not exceed USD 2.5 million, and the said approval shall
               be limited accordingly




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  94
The Gabelli Small Cap Growth Fund


                                                                                                           
9              That A. The exercise by the directors of all powers of the       Management          For                For
               company to purchase its own shares, subject to and in
               accordance with all applicable laws and regulations, during
               the relevant period be and is hereby generally and
               unconditionally approved B. The aggregate nominal amount of
               shares of the company which the company may purchase pursuant
               to the approval in paragraph A of this resolution shall be
               less than 15 per cent of the aggregate nominal amount of the
               existing issued share capital of the company at the date of
               this meeting, and such approval shall be limited accordingly
               and CONTD

CONT           CONTD C. The approval in paragraph A of this resolution          Non-Voting
               shall, where-permitted by applicable laws and regulations and
               subject to the limitation in-paragraph B of this resolution,
               extend to permit the purchase of shares of-the company I. By
               subsidiaries of the company and II. pursuant to the terms-of
               put warrants or financial instruments having similar effect
               whereby the-company can be required to purchase its own shares

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF RECORD     Non-Voting
               DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
               RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.


WATTS WATER TECHNOLOGIES, INC.


                                                                                                    
SECURITY                             942749102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WTS                                        MEETING DATE                 11-May-2011
ISIN                                 US9427491025                               AGENDA                       933391221 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          ROBERT L. AYERS                                                           For                For

               2          KENNETT F. BURNES                                                         For                For

               3          RICHARD J. CATHCART                                                       For                For

               4          DAVID J. COGHLAN                                                          For                For

               5          RALPH E. JACKSON, JR.                                                     For                For

               6          JOHN K. MCGILLICUDDY                                                      For                For

               7          MERILEE RAINES                                                            For                For

2              TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT           Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.

3              TO APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against

4              TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE    Management          Abstain            Against
               COMPENSATION ADVISORY VOTES.


MINE SAFETY APPLIANCES COMPANY


                                                                                                    
SECURITY                             602720104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MSA                                        MEETING DATE                 11-May-2011
ISIN                                 US6027201044                               AGENDA                       933396447 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DIANE M. PEARSE                                                           For                For

               2          L. EDWARD SHAW, JR.                                                       For                For

               3          WILLIAM M. LAMBERT                                                        For                For

02             APPROVAL OF ADOPTION OF THE COMPANY'S AMENDED AND RESTATED       Management          Against            Against
               2008 MANAGEMENT EQUITY INCENTIVE PLAN.

03             SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S         Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

04             TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE EXECUTIVE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

05             TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF    Management          Abstain            Against
               THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.


UNITED RENTALS, INC.


                                                                                                    
SECURITY                             911363109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        URI                                        MEETING DATE                 11-May-2011
ISIN                                 US9113631090                               AGENDA                       933399013 - 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: HOWARD L. CLARK, JR.                       Management          For                For

1D             ELECTION OF DIRECTOR: BOBBY J. GRIFFIN                           Management          For                For

1E             ELECTION OF DIRECTOR: MICHAEL J. KNEELAND                        Management          For                For

1F             ELECTION OF DIRECTOR: SINGLETON B. MCALLISTER                    Management          For                For

1G             ELECTION OF DIRECTOR: BRIAN D. MCAULEY                           Management          For                For

1H             ELECTION OF DIRECTOR: JOHN S. MCKINNEY                           Management          For                For

1I             ELECTION OF DIRECTOR: JASON D. PAPASTAVROU                       Management          For                For

1J             ELECTION OF DIRECTOR: FILIPPO PASSERINI                          Management          For                For

1K             ELECTION OF DIRECTOR: KEITH WIMBUSH                              Management          For                For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.             Management          For                For

03             ADVISORY APPROVAL OF THE RESOLUTION APPROVING THE                Management          Abstain            Against
               COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED IN THE
               PROXY STATEMENT.

04             ADVISORY SELECTION OF VOTING FREQUENCY FOR FUTURE ADVISORY       Management          Abstain            Against
               VOTES ON THE COMPENSATION OF OUR EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  95
The Gabelli Small Cap Growth Fund

EASTMAN KODAK COMPANY


                                                                                                    
SECURITY                             277461109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EK                                         MEETING DATE                 11-May-2011
ISIN                                 US2774611097                               AGENDA                       933402238 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: RICHARD S. BRADDOCK                        Management          For                For

1B             ELECTION OF DIRECTOR: HERALD Y. CHEN                             Management          For                For

1C             ELECTION OF DIRECTOR: ADAM H. CLAMMER                            Management          For                For

1D             ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                         Management          For                For

1E             ELECTION OF DIRECTOR: MICHAEL J. HAWLEY                          Management          For                For

1F             ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ                       Management          For                For

1G             ELECTION OF DIRECTOR: DOUGLAS R. LEBDA                           Management          For                For

1H             ELECTION OF DIRECTOR: KYLE P. LEGG                               Management          For                For

1I             ELECTION OF DIRECTOR: DELANO E. LEWIS                            Management          For                For

1J             ELECTION OF DIRECTOR: WILLIAM G. PARRETT                         Management          For                For

1K             ELECTION OF DIRECTOR: ANTONIO M. PEREZ                           Management          For                For

1L             ELECTION OF DIRECTOR: JOEL SELIGMAN                              Management          For                For

1M             ELECTION OF DIRECTOR: DENNIS F. STRIGL                           Management          For                For

1N             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.

03             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE         Management          Abstain            Against
               OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE       Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


THE MIDDLEBY CORPORATION


                                                                                                    
SECURITY                             596278101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MIDD                                       MEETING DATE                 11-May-2011
ISIN                                 US5962781010                               AGENDA                       933402757 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: SELIM A. BASSOUL                           Management          For                For

1B             ELECTION OF DIRECTOR: ROBERT B. LAMB                             Management          For                For

1C             ELECTION OF DIRECTOR: RYAN LEVENSON                              Management          For                For

1D             ELECTION OF DIRECTOR: JOHN R. MILLER III                         Management          For                For

1E             ELECTION OF DIRECTOR: GORDON O'BRIEN                             Management          For                For

1F             ELECTION OF DIRECTOR: PHILIP G. PUTNAM                           Management          For                For

1G             ELECTION OF DIRECTOR: SABIN C. STREETER                          Management          For                For

02             APPROVAL OF THE ADOPTION OF THE COMPANY'S 2011 LONG-TERM         Management          Against            Against
               INCENTIVE PLAN.

03             APPROVAL OF THE ADOPTION OF THE COMPANY'S VALUE CREATION         Management          For                For
               INCENTIVE PLAN.

04             APPROVAL, BY AN ADVISORY VOTE, OF THE 2010 COMPENSATION OF       Management          Abstain            Against
               THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT
               TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND
               EXCHANGE COMMISSION ("SEC").

05             SELECTION, BY AN ADVISORY VOTE, OF THE FREQUENCY OF FUTURE       Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.

06             RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE    Management          For                For
               COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT
               FISCAL YEAR ENDING DECEMBER 31, 2011.


ALBEMARLE CORPORATION


                                                                                                    
SECURITY                             012653101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ALB                                        MEETING DATE                 11-May-2011
ISIN                                 US0126531013                               AGENDA                       933406008 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          J. ALFRED BROADDUS, JR.                                                   For                For

               2          WILLIAM H. HERNANDEZ                                                      For                For

               3          R. WILLIAM IDE III                                                        For                For

               4          RICHARD L. MORRILL                                                        For                For

               5          JIM W. NOKES                                                              For                For

               6          BARRY W. PERRY                                                            For                For

               7          MARK C. ROHR                                                              For                For

               8          JOHN SHERMAN, JR.                                                         For                For

               9          HARRIETT TEE TAGGART                                                      For                For

               10         ANNE MARIE WHITTEMORE                                                     For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  96
The Gabelli Small Cap Growth Fund


                                                                                                           
02             THE PROPOSAL TO APPROVE THE NON-BINDING ADVISORY RESOLUTION      Management          Abstain            Against
               APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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, 2011.

04             THE PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY    Management          Abstain            Against
               OF THE NON-BINDING SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION
               CHECKED ON THE RIGHT SIDE. (CHECK ONE.)


QUAKER CHEMICAL CORPORATION


                                                                                                    
SECURITY                             747316107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KWR                                        MEETING DATE                 11-May-2011
ISIN                                 US7473161070                               AGENDA                       933414601 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL F. BARRY                                                          For                For

               2          ROBERT E. CHAPPELL                                                        For                For

               3          ROBERT H. ROCK                                                            For                For

02             APPROVAL OF THE GLOBAL ANNUAL INCENTIVE PLAN.                    Management          For                For

03             APPROVAL OF THE 2011 LONG-TERM PERFORMANCE INCENTIVE PLAN.       Management          Against            Against

04             ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.   Management          Abstain            Against

05             ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON               Management          Abstain            Against
               COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

06             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR 2011.


SMART BALANCE, INC.


                                                                                                    
SECURITY                             83169Y108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SMBL                                       MEETING DATE                 11-May-2011
ISIN                                 US83169Y1082                               AGENDA                       933415526 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM E. HOOPER                                                         For                For

               2          GERALD J. LABER                                                           For                For

               3          JAMES B. LEIGHTON                                                         For                For

02             PROPOSAL TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE         Management          Abstain            Against
               COMPENSATION

03             PROPOSAL TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF         Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

04             PROPOSAL TO RATIFY THE APPOINTMENT OF EHRHARDT KEEFE STEINER     Management          For                For
               & HOTTMAN PC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR FISCAL YEAR 2011


CORE MOLDING TECHNOLOGIES, INC.


                                                                                                    
SECURITY                             218683100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CMT                                        MEETING DATE                 11-May-2011
ISIN                                 US2186831002                               AGENDA                       933417897 - 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

               6          JAMES L. SIMONTON                                                         For                For

02             TO RATIFY THE APPOINTMENT OF CROWE HORWATH, LLP AS THE           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR THE YEAR ENDING DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  97
The Gabelli Small Cap Growth Fund

THE MOSAIC COMPANY


                                                                                                    
SECURITY                             61945A107                                  MEETING TYPE                 Special
TICKER SYMBOL                        MOS                                        MEETING DATE                 11-May-2011
ISIN                                 US61945A1079                               AGENDA                       933420008 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE MERGER AND DISTRIBUTION AGREEMENT, DATED AS OF      Management          For                For
               JANUARY 18, 2011 (AS IT MAY BE AMENDED FROM TIME TO TIME), BY
               AND AMONG THE MOSAIC COMPANY, CARGILL, INCORPORATED, GNS II
               (U.S.) CORP., GNS MERGER SUB LLC, AND, FOR LIMITED PURPOSES
               SET FORTH THEREIN, THE MARGARET A. CARGILL FOUNDATION, AS
               MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

02             VOTE TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF        Management          For                For
               NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF
               PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
               SPECIAL MEETING TO ADOPT THE MERGER AND DISTRIBUTION AGREEMENT.


UNITED-GUARDIAN, INC.


                                                                                                    
SECURITY                             910571108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        UG                                         MEETING DATE                 11-May-2011
ISIN                                 US9105711082                               AGENDA                       933423799 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          HENRY P. GLOBUS                                                           For                For

               2          ROBERT S. RUBINGER                                                        For                For

               3          KENNETH H. GLOBUS                                                         For                For

               4          LAWRENCE F. MAIETTA                                                       For                For

               5          ARTHUR M. DRESNER                                                         For                For

               6          ANDREW A. BOCCONE                                                         For                For

               7          CHRISTOPHER W. NOLAN SR                                                   For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF HOLTZ RUBENSTEIN           Management          For                For
               REMINICK LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
               COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


FISHER COMMUNICATIONS, INC.


                                                                                                    
SECURITY                             337756209                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        FSCI                                       MEETING DATE                 11-May-2011
ISIN                                 US3377562091                               AGENDA                       933425363 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MATTHEW GOLDFARB                                                          For                For

               2          STEPHEN LOUKAS                                                            Withheld           Against

               3          JOHN F. POWERS                                                            For                For

               4          JOSEPH J. TROY                                                            For                For

02             APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT     Management          For                For
               OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM FOR 2011:

03             THE COMPANY'S ADVISORY VOTE ON EXECUTIVE COMPENSATION, OFTEN     Management          Abstain            Against
               REFERRED TO AS "SAY ON PAY":

04             THE COMPANY'S ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management          Abstain            Against
               ADVISORY VOTES ON COMPENSATION OFTEN REFERRED TO AS "SAY WHEN
               ON PAY":


WRIGHT MEDICAL GROUP, INC.


                                                                                                    
SECURITY                             98235T107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WMGI                                       MEETING DATE                 11-May-2011
ISIN                                 US98235T1079                               AGENDA                       933428890 - 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          RONALD K. LABRUM                                                          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             AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED        Management          Abstain            Against
               EXECUTIVE OFFICERS.

03             AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES TO APPROVE     Management          Abstain            Against
               THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT           Management          For                For
               AUDITOR FOR 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  98
The Gabelli Small Cap Growth Fund

JARDINE STRATEGIC HLDGS LTD  BERMUDA


                                                                                                    
SECURITY                             G50764102                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 12-May-2011
ISIN                                 BMG507641022                               AGENDA                       702931521 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              To receive and consider the financial statements and the         Management          For                For
               independent auditors report for the year ended 31st December
               2010, and to declare a final dividend

2              To re-elect Jenkin Hui as a director                             Management          For                For

3              To re-elect Dr George C.G. Koo as a director                     Management          For                For

4              To fix the directors fees                                        Management          For                For

5              To re appoint the auditors and to authorize the directors to     Management          For                For
               fix their remuneration

6              That a. the exercise by the directors during the relevant        Management          For                For
               period of all powers of the company to allot or issue shares
               and to make and grant offers, agreements and options which
               would or might require shares to be allotted, issued or
               disposed of during or after the end of the relevant period up
               to an aggregate nominal amount of USD18.6 million, be and is
               hereby generally and unconditionally approved and b. the
               aggregate nominal amount of share capital allotted or agreed
               conditionally or unconditionally to be allotted wholly for
               cash by the directors pursuant to the approval in paragraph
               a, otherwise than pursuant to a rights issue, shall not
               exceed USD2.7 million, and the said approval shall be limited
               accordingly

7              That a. the exercise by the directors of all powers of the       Management          For                For
               company to purchase its own shares, subject to and in
               accordance with all applicable laws and regulations, during
               the relevant period be and is hereby generally and
               unconditionally approved b. the aggregate nominal amount of
               shares of the company which the company may CONTD

CONT           CONTD purchase pursuant to the approval in paragraph a of        Non-Voting
               this resolution-shall be less than 15 percent of the
               aggregate nominal amount of the existing-issued share capital
               of the company at the date of this meeting, and such-approval
               shall be limited accordingly and c. the approval in paragraph
               a of-this resolution shall, where permitted by applicable
               laws and regulations and- subject to the limitation in
               paragraph b of this resolution, extend to permit-the purchase
               of shares of the company i. by subsidiaries of the company
               and-ii. pursuant to the terms of put warrants or financial
               instruments having-similar effect whereby the company can be
               required to purchase its own shares

8              That the purchase by the company of shares of US 25 cents        Management          For                For
               each in Jardine Matheson Holdings Limited during the relevant
               period be and is hereby generally and unconditionally approved

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF            Non-Voting
               CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR
               VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE
               TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


CALLON PETROLEUM COMPANY


                                                                                                    
SECURITY                             13123X102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPE                                        MEETING DATE                 12-May-2011
ISIN                                 US13123X1028                               AGENDA                       933393061 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          B.F. WEATHERLY                                                            For                For

               2          ANTHONY J. NOCCHIERO                                                      For                For

02             TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE COMPANY'S     Management          Abstain            Against
               EXECUTIVE COMPENSATION.

03             TO APPROVE AN ADVISORY (NON-BINDING) PROPOSAL TO DETERMINE       Management          Abstain            Against
               WHETHER THE SHAREHOLDER VOTE TO APPROVE EXECUTIVE
               COMPENSATION (ITEM 2 ABOVE) SHOULD OCCUR EVERY 1, 2 OR 3 YEARS.

04             TO APPROVE AND RATIFY THE CALLON PETROLEUM COMPANY 2011          Management          For                For
               OMNIBUS INCENTIVE PLAN.

05             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


ARTHROCARE CORPORATION


                                                                                                    
SECURITY                             043136100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ARTC                                       MEETING DATE                 12-May-2011
ISIN                                 US0431361007                               AGENDA                       933394239 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CHRISTIAN P. AHRENS                                                       For                For

               2          GREGORY A. BELINFANTI                                                     For                For

               3          BARBARA D. BOYAN, PH.D.                                                   For                For

               4          DAVID FITZGERALD                                                          For                For

               5          JAMES G. FOSTER                                                           For                For

               6          TERRENCE E. GEREMSKI                                                      For                For

               7          TORD B. LENDAU                                                            For                For

               8          PETER L. WILSON                                                           For                For

02             TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE         Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE       Management          Abstain            Against
               ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED
               EXECUTIVE OFFICERS.

04             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE 2011 FISCAL YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  99
The Gabelli Small Cap Growth Fund

DUFF & PHELPS CORPORATION


                                                                                                    
SECURITY                             26433B107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DUF                                        MEETING DATE                 12-May-2011
ISIN                                 US26433B1070                               AGENDA                       933395091 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          NOAH GOTTDIENER                                                           For                For

               2          ROBERT M. BELKE                                                           For                For

               3          PETER W. CALAMARI                                                         For                For

               4          WILLIAM R. CARAPEZZI                                                      For                For

               5          HARVEY M. KRUEGER                                                         For                For

               6          SANDER M. LEVY                                                            For                For

               7          JEFFREY D. LOVELL                                                         For                For

02             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management          Abstain            Against

03             AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION      Management          Abstain            Against
               VOTES.

04             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.


TEREX CORPORATION


                                                                                                    
SECURITY                             880779103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TEX                                        MEETING DATE                 12-May-2011
ISIN                                 US8807791038                               AGENDA                       933400385 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD M. DEFEO                                                           For                For

               2          G. CHRIS ANDERSEN                                                         For                For

               3          PAULA H.J. CHOLMONDELEY                                                   For                For

               4          DON DEFOSSET                                                              For                For

               5          THOMAS J. HANSEN                                                          For                For

               6          DAVID A. SACHS                                                            For                For

               7          OREN G. SHAFFER                                                           For                For

               8          DAVID C. WANG                                                             For                For

02             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR 2011.

03             TO APPROVE AN AMENDMENT TO THE TEREX CORPORATION 2009 OMNIBUS    Management          For                For
               INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE
               COMPANY'S COMMON STOCK AVAILABLE FOR GRANT THEREUNDER.

04             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS.

05             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.


REPUBLIC SERVICES, INC.


                                                                                                    
SECURITY                             760759100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RSG                                        MEETING DATE                 12-May-2011
ISIN                                 US7607591002                               AGENDA                       933400676 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: JAMES W. CROWNOVER                         Management          For                For

1B             ELECTION OF DIRECTOR: JOHN W. CROGHAN                            Management          For                For

1C             ELECTION OF DIRECTOR: WILLIAM J. FLYNN                           Management          For                For

1D             ELECTION OF DIRECTOR: MICHAEL LARSON                             Management          For                For

1E             ELECTION OF DIRECTOR: NOLAN LEHMANN                              Management          For                For

1F             ELECTION OF DIRECTOR: W. LEE NUTTER                              Management          For                For

1G             ELECTION OF DIRECTOR: RAMON A. RODRIGUEZ                         Management          For                For

1H             ELECTION OF DIRECTOR: DONALD W. SLAGER                           Management          For                For

1I             ELECTION OF DIRECTOR: ALLAN C. SORENSEN                          Management          For                For

1J             ELECTION OF DIRECTOR: JOHN M. TRANI                              Management          For                For

1K             ELECTION OF DIRECTOR: MICHAEL W. WICKHAM                         Management          For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION PROGRAM.                 Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             APPROVAL OF THE AMENDED AND RESTATED 2007 STOCK INCENTIVE        Management          Against            Against
               PLAN.

05             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2011.

06             STOCKHOLDER PROPOSAL REGARDING PAYMENTS UPON THE DEATH OF A      Shareholder         Against            For
               SENIOR EXECUTIVE.


THE E.W. SCRIPPS COMPANY


                                                                                                    
SECURITY                             811054402                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SSP                                        MEETING DATE                 12-May-2011
ISIN                                 US8110544025                               AGENDA                       933400979 - 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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 100
The Gabelli Small Cap Growth Fund

CYNOSURE INC.


                                                                                                    
SECURITY                             232577205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CYNO                                       MEETING DATE                 12-May-2011
ISIN                                 US2325772059                               AGENDA                       933401224 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL R. DAVIN                                                          For                For

03             TO APPROVE, ON AN ADVISORY, NON-BINDING BASIS, THE               Management          Abstain            Against
               COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

04             TO APPROVE, ON AN ADVISORY, NON-BINDING BASIS, THE FREQUENCY     Management          Abstain            Against
               OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES.

05             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS CYNOSURE'S       Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.


CONNECTICUT WATER SERVICE, INC.


                                                                                                    
SECURITY                             207797101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CTWS                                       MEETING DATE                 12-May-2011
ISIN                                 US2077971016                               AGENDA                       933401921 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARY ANN HANLEY                                                           For                For

               2          MARK G. KACHUR                                                            For                For

               3          DAVID A. LENTINI                                                          For                For

02             THE RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF    Management          For                For
               PRICEWATERHOUSECOOPERS LLP

03             THE NON-BINDING ADVISORY RESOLUTION REGARDING APPROVAL OF THE    Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

04             THE ADVISORY VOTE REGARDING THE FREQUENCY FOR THE NON-BINDING    Management          Abstain            Against
               SHAREHOLDER VOTE REGARDING APPROVAL OF THE COMPENSATION OF
               OUR NAMED EXECUTIVE OFFICERS


FURMANITE CORPORATION


                                                                                                    
SECURITY                             361086101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FRM                                        MEETING DATE                 12-May-2011
ISIN                                 US3610861011                               AGENDA                       933402834 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CHARLES R. COX                                                            For                For

               2          SANGWOO AHN                                                               For                For

               3          HANS KESSLER                                                              For                For

               4          KEVIN R. JOST                                                             For                For

02             APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.            Management          Abstain            Against

03             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE       Management          Abstain            Against
               COMPENSATION VOTES.

04             THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP, AS    Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


GENTIVA HEALTH SERVICES, INC.


                                                                                                    
SECURITY                             37247A102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GTIV                                       MEETING DATE                 12-May-2011
ISIN                                 US37247A1025                               AGENDA                       933406159 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT S. FORMAN, JR.                                                     For                For

               2          VICTOR F. GANZI                                                           For                For

               3          PHILIP R. LOCHNER, JR.                                                    For                For

               4          RONALD A. MALONE                                                          For                For

               5          STUART OLSTEN                                                             For                For

               6          SHELDON M. RETCHIN                                                        For                For

               7          TONY STRANGE                                                              For                For

               8          RAYMOND S. TROUBH                                                         For                For

               9          RODNEY D. WINDLEY                                                         For                For

02             RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             APPROVAL, BY NON-BINDING ADVISORY VOTE, OF COMPENSATION OF       Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

04             APPROVAL, BY NON-BINDING ADVISORY VOTE, OF FREQUENCY OF VOTE     Management          Abstain            Against
               ON COMPENSATION OF COMPANY'S NAMED EXECUTIVE OFFICERS.

05             APPROVAL OF COMPANY'S AMENDED AND RESTATED 2004 EQUITY           Management          Against            Against
               INCENTIVE PLAN.





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 100
The Gabelli Small Cap Growth Fund

MENTOR GRAPHICS CORPORATION


                                                                                                    
SECURITY                             587200106                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        MENT                                       MEETING DATE                 12-May-2011
ISIN                                 US5872001061                               AGENDA                       933408468 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MR. JOSE MARIA ALAPONT                                                    For                For

               2          MR. GARY MEYERS                                                           Withheld           Against

               3          MR. DAVID SCHECHTER                                                       Withheld           Against

               4          MGT NOM P.L. BONFIELD                                                     Withheld           Against

               5          MGT NOM K.C. MCDONOUGH                                                    Withheld           Against

               6          MGT NOM W.C. RHINES                                                       Withheld           Against

               7          MGT NOM G.K. HINCKLEY                                                     Withheld           Against

               8          MGT NOM P.B. MCMANUS                                                      Withheld           Against

02             SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION              Management          Abstain            Against

03             SHAREHOLDER ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY    Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION

04             PROPOSAL TO AMEND THE COMPANY'S 1989 EMPLOYEE STOCK PURCHASE     Management          For                Against
               PLAN AND FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN TO
               INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
               EACH OF THE PLANS.

05             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               ITS FISCAL YEAR ENDING JANUARY 31, 2012

06             PROPOSAL TO AMEND THE COMPANY'S BYLAWS BY ADDING A NEW           Management          For                For
               ARTICLE XI TO OPT OUT OF CERTAIN PROVISIONS OF THE OREGON
               BUSINESS CORPORATION ACT RELATING TO BUSINESS COMBINATIONS
               WITH INTERESTED SHAREHOLDERS


ANIXTER INTERNATIONAL INC.


                                                                                                    
SECURITY                             035290105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AXE                                        MEETING DATE                 12-May-2011
ISIN                                 US0352901054                               AGENDA                       933412823 - 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 J. ECK                                                             For                For

               5          ROBERT W. GRUBBS                                                          For                For

               6          F. PHILIP HANDY                                                           For                For

               7          MELVYN N. KLEIN                                                           For                For

               8          GEORGE MUNOZ                                                              For                For

               9          STUART M. SLOAN                                                           For                For

               10         MATTHEW ZELL                                                              For                For

               11         SAMUEL ZELL                                                               For                For

02             ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION.   Management          Abstain            Against

03             ADVISORY VOTE TO SELECT THE FREQUENCY OF THE ADVISORY VOTE ON    Management          Abstain            Against
               THE COMPANY'S EXECUTIVE COMPENSATION.

04             RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR    Management          For                For
               FISCAL 2011.


HUDSON VALLEY HOLDING CORP.


                                                                                                    
SECURITY                             444172100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HUVL                                       MEETING DATE                 12-May-2011
ISIN                                 US4441721002                               AGENDA                       933415184 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM E. GRIFFIN                                                        For                For

               2          JAMES J. LANDY                                                            For                For

               3          STEPHEN R. BROWN                                                          For                For

               4          JOHN P. CAHILL                                                            For                For

               5          MARY-JANE FOSTER                                                          For                For

               6          GREGORY F. HOLCOMBE                                                       For                For

               7          ADAM W. IFSHIN                                                            For                For

               8          MICHAEL P. MALONEY                                                        For                For






ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 101
The Gabelli Small Cap Growth Fund



                                                                                                           
               9          ANGELO R. MARTINELLI                                                      For                For

               10         JOHN A. PRATT JR.                                                         For                For

               11         CECILE D. SINGER                                                          For                For

               12         CRAIG S. THOMPSON                                                         For                For

02             NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF         Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS

03             NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY        Management          Abstain            Against
               VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS (PROPOSING
               ANNUAL VOTE)

04             RATIFY APPOINTMENT OF CROWE HORWATH LLP AS COMPANY'S             Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               ENDING DECEMBER 31, 2011


KAR AUCTION SERVICES INC


                                                                                                    
SECURITY                             48238T109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KAR                                        MEETING DATE                 12-May-2011
ISIN                                 US48238T1097                               AGENDA                       933416631 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID J. AMENT                                                            For                For

               2          THOMAS J. CARELLA                                                         For                For

               3          BRIAN T. CLINGEN                                                          For                For

               4          MICHAEL B. GOLDBERG                                                       For                For

               5          ROBERT M. FINLAYSON                                                       For                For

               6          PETER R. FORMANEK                                                         For                For

               7          JAMES P. HALLETT                                                          For                For

               8          PETER H. KAMIN                                                            For                For

               9          SANJEEV K. MEHRA                                                          For                For

               10         CHURCH M. MOORE                                                           For                For

               11         THOMAS C. O'BRIEN                                                         For                For

               12         GREGORY P. SPIVY                                                          For                For

               13         JONATHAN P. WARD                                                          For                For

02             TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.

03             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE        Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF VOTING      Management          Abstain            Against
               ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.


BRUKER CORPORATION


                                                                                                    
SECURITY                             116794108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BRKR                                       MEETING DATE                 12-May-2011
ISIN                                 US1167941087                               AGENDA                       933420274 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEPHEN W. FESIK                                                          For                For

               2          DIRK D. LAUKIEN                                                           For                For

               3          RICHARD M. STEIN                                                          For                For

               4          CHARLES F. WAGNER, JR.                                                    For                For

               5          BERNHARD WANGLER                                                          For                For

02             TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, CONFIRM AND       Management          For                For
               APPROVE THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM OF BRUKER CORPORATION FOR
               FISCAL 2011.

03             TO APPROVE, BY NON-BINDING ADVISORY VOTE, COMPENSATION OF THE    Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF     Management          Abstain            Against
               EXECUTIVE COMPENSATION VOTES.


CYPRESS SEMICONDUCTOR CORPORATION


                                                                                                    
SECURITY                             232806109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CY                                         MEETING DATE                 13-May-2011
ISIN                                 US2328061096                               AGENDA                       933399392 - 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          J. DONALD SHERMAN                                                         For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 102
The Gabelli Small Cap Growth Fund


                                                                                                           
               8          WILBERT VAN DEN HOEK                                                      For                For

02             THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management          For                For
               LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR 2011.

03             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 1994 STOCK      Management          Against            Against
               PLAN TO APPROVE ADDITIONAL SHARES.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION OF OUR NAMED             Management          Abstain            Against
               EXECUTIVE OFFICERS.

05             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON THE        Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


ICU MEDICAL, INC.


                                                                                                    
SECURITY                             44930G107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ICUI                                       MEETING DATE                 13-May-2011
ISIN                                 US44930G1076                               AGENDA                       933414497 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN J. CONNORS                                                           For                For

               2          MICHAEL T. KOVALCHIK                                                      For                For

               3          JOSEPH R. SAUCEDO                                                         For                For

02             PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE LLP AS         Management          For                For
               AUDITORS FOR THE COMPANY.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.

05             TO APPROVE THE ICU MEDICAL, INC. 2011 STOCK INCENTIVE PLAN.      Management          Against            Against


HONGKONG & SHANGHAI HOTELS LTD


                                                                                                    
SECURITY                             Y35518110                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 16-May-2011
ISIN                                 HK0045000319                               AGENDA                       702937496 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20110411/LTN2
               0110411107.pdf

CMMT           PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF
               "ABSTAIN" Non-Voting WILL BE TREATED-THE SAME AS A "TAKE NO
               ACTION" VOTE.

1              To receive the audited Financial Statements and the Reports      Management          For                For
               of the Directors and independent auditor for the year ended
31             December 2010

2              To declare a final dividend                                      Management          For                For

3.a            To re-elect Mr. Clement King Man Kwok as a Director              Management          For                For

3.b            To re-elect Mr. William Elkin Mocatta as a Director              Management          For                For

3.c            To re-elect Mr. Pierre Roger Boppe as a Director                 Management          For                For

3d             To re-elect Mr. Robert Warren Miller as a Director               Management          For                For

3.e            To re-elect Dr. William Kwok Lun Fung as a Director              Management          For                For

4              To re-appoint KPMG as auditor of the Company and to authorise    Management          For                For
               the Directors to fix their remuneration

5              To grant a general mandate to issue new shares                   Management          For                For

6              To grant a general mandate for share repurchase                  Management          For                For

7              To add shares repurchased to the general mandate to issue new    Management          For                For
               shares in Resolution (5)

8              To determine the ordinary remuneration of the Independent        Management          For                For
               Non-Executive Directors


CHEMED CORPORATION


                                                                                                    
SECURITY                             16359R103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CHE                                        MEETING DATE                 16-May-2011
ISIN                                 US16359R1032                               AGENDA                       933415540 - 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          THOMAS P. RICE                                                            For                For

               8          DONALD E. SAUNDERS                                                        For                For

               9          GEORGE J. WALSH III                                                       For                For

               10         FRANK E. WOOD                                                             For                For

02             RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF                   Management          For                For
               PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR
               2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION.            Management          Abstain            Against




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 103
The Gabelli Small Cap Growth Fund

LEUCADIA NATIONAL CORPORATION


                                                                                                    
SECURITY                             527288104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LUK                                        MEETING DATE                 16-May-2011
ISIN                                 US5272881047                               AGENDA                       933423509 - 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             A NON-BINDING, ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

03             A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE          Management          Abstain            Against
               ADVISORY VOTES ON THE APPROVAL OF EXECUTIVE COMPENSATION.

04             TO APPROVE THE 2011 SENIOR EXECUTIVE WARRANT PLAN.               Management          For                For

05             RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR 2011.


CLEAR CHANNEL OUTDOOR HOLDINGS, INC.


                                                                                                    
SECURITY                             18451C109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CCO                                        MEETING DATE                 16-May-2011
ISIN                                 US18451C1099                               AGENDA                       933425426 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS R. SHEPHERD                                                        For                For

               2          CHRISTOPHER M. TEMPLE                                                     For                For

               3          SCOTT R. WELLS                                                            For                For

02             APPROVAL OF THE ADVISORY (NON-BINDING) RESOLUTION ON             Management          Abstain            Against
               EXECUTIVE COMPENSATION.

03             ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE           Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE        Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.


HSN, INC


                                                                                                    
SECURITY                             404303109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HSNI                                       MEETING DATE                 17-May-2011
ISIN                                 US4043031099                               AGENDA                       933398631 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GREGORY R. BLATT                                                          For                For

               2          P. BOUSQUET-CHAVANNE                                                      For                For

               3          MICHAEL C. BOYD                                                           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. (JAY) MORSE                                                       For                For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR            Management          For                For
               INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO       Management          Abstain            Against
               OUR NAMED EXECUTIVE OFFICERS.

04             TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE        Management          Abstain            Against
               ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED
               EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 104
The Gabelli Small Cap Growth Fund

ACCO BRANDS CORPORATION


                                                                                                    
SECURITY                             00081T108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ABD                                        MEETING DATE                 17-May-2011
ISIN                                 US00081T1088                               AGENDA                       933401046 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GEORGE V. BAYLY                                                           For                For

               2          KATHLEEN S. DVORAK                                                        For                For

               3          G. THOMAS HARGROVE                                                        For                For

               4          ROBERT H. JENKINS                                                         For                For

               5          ROBERT J. KELLER                                                          For                For

               6          THOMAS KROEGER                                                            For                For

               7          MICHAEL NORKUS                                                            For                For

               8          SHEILA G. TALTON                                                          For                For

               9          NORMAN H. WESLEY                                                          For                For

02             THE RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT     Management          For                For
               AUDITORS FOR THE YEAR 2011.

03             THE APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF OUR    Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             A RECOMMENDATION, BY NON-BINDING VOTE, ON THE FREQUENCY OF       Management          Abstain            Against
               HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

05             THE APPROVAL OF OUR AMENDED AND RESTATED 2011 INCENTIVE PLAN     Management          Against            Against
               WHICH, AMONG OTHER THINGS, INCREASES THE NUMBER OF SHARES OF
               COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY
               5,265,000 SHARES.

06             SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING      Management          For                For
               OR ANY ADJOURNMENT THEREOF.


PNM RESOURCES, INC.


                                                                                                    
SECURITY                             69349H107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PNM                                        MEETING DATE                 17-May-2011
ISIN                                 US69349H1077                               AGENDA                       933403925 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ADELMO E. ARCHULETA                                                       For                For

               2          PATRICIA K. COLLAWN                                                       For                For

               3          JULIE A. DOBSON                                                           For                For

               4          ROBERT R. NORDHAUS                                                        For                For

               5          MANUEL T. PACHECO                                                         For                For

               6          BONNIE S. REITZ                                                           For                For

               7          DONALD K. SCHWANZ                                                         For                For

               8          JEFFRY E. STERBA                                                          For                For

               9          BRUCE W. WILKINSON                                                        For                For

               10         JOAN B. WOODARD                                                           For                For

02             RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT       Management          For                For
               PUBLIC ACCOUNTANTS FOR 2011.

03             APPROVE AN AMENDMENT TO OUR PERFORMANCE EQUITY PLAN.             Management          For                For

04             APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS ("SAY-ON-PAY").

05             ADVISORY VOTE ON FREQUENCY OF FUTURE "SAY-ON- PAY" ADVISORY      Management          Abstain            Against
               VOTES.


DISCOVERY COMMUNICATIONS, INC.


                                                                                                    
SECURITY                             25470F104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DISCA                                      MEETING DATE                 17-May-2011
ISIN                                 US25470F1049                               AGENDA                       933405866 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT R. BENNETT                                                         For                For

               2          JOHN C. MALONE                                                            For                For

               3          DAVID M. ZASLAV                                                           For                For

02             APPROVAL OF THE 2011 EMPLOYEE STOCK PURCHASE PLAN                Management          For                For

03             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
               31, 2011

04             ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION DESCRIBED IN         Management          Abstain            Against
               THESE PROXY MATERIALS

05             ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER ADVISORY VOTES     Management          Abstain            Against
               ON OUR EXECUTIVE COMPENSATION IN THE FUTURE




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 105
The Gabelli Small Cap Growth Fund

CAMBIUM LEARNING GROUP, INC


                                                                                                    
SECURITY                             13201A107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ABCD                                       MEETING DATE                 17-May-2011
ISIN                                 US13201A1079                               AGENDA                       933408696 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SCOTT J. TROELLER                                                         For                For

               2          NEIL WEINER                                                               For                For

02             APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S EXECUTIVE       Management          Abstain            Against
               COMPENSATION.

03             APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE          Management          Abstain            Against
               STOCKHOLDER VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION
               (EVERY 1, 2 OR 3 YEARS).

04             RATIFICATION OF THE APPOINTMENT OF WHITLEY PENN LLP AS THE       Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.


THE ST. JOE COMPANY


                                                                                                    
SECURITY                             790148100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JOE                                        MEETING DATE                 17-May-2011
ISIN                                 US7901481009                               AGENDA                       933408987 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: BRUCE R. BERKOWITZ                         Management          For                For

1B             ELECTION OF DIRECTOR: CHARLES J. CRIST, JR.                      Management          For                For

1C             ELECTION OF DIRECTOR: HUGH M. DURDEN                             Management          For                For

1D             ELECTION OF DIRECTOR: THOMAS A. FANNING                          Management          For                For

1E             ELECTION OF DIRECTOR: CHARLES M. FERNANDEZ                       Management          For                For

1F             ELECTION OF DIRECTOR: HOWARD S. FRANK                            Management          For                For

1G             ELECTION OF DIRECTOR: DELORES M. KESLER                          Management          For                For

1H             ELECTION OF DIRECTOR: THOMAS P. MURPHY, JR.                      Management          For                For

02             APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, OUR EXECUTIVE       Management          Abstain            Against
               COMPENSATION PROGRAMS AND POLICIES AS DESCRIBED IN THE
               ACCOMPANYING PROXY STATEMENT.

03             SELECT, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF     Management          Abstain            Against
               SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.


NATIONAL PRESTO INDUSTRIES, INC.


                                                                                                    
SECURITY                             637215104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NPK                                        MEETING DATE                 17-May-2011
ISIN                                 US6372151042                               AGENDA                       933409270 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RANDY F. LIEBLE                                                           For                For

               2          JOSEPH G. STIENESSEN                                                      For                For

02             RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS NATIONAL           Management          For                For
               PRESTO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION    Management          Abstain            Against
               OF NATIONAL PRESTO'S NAMED EXECUTIVE OFFICERS.

04             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY    Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.


HICKORYTECH CORPORATION


                                                                                                    
SECURITY                             429060106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HTCO                                       MEETING DATE                 17-May-2011
ISIN                                 US4290601065                               AGENDA                       933410045 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT D. ALTON, JR.                                                      For                For

               2          JAMES W. BRACKE                                                           For                For

               3          R. WYNN KEARNEY, JR.                                                      For                For

               4          DALE E. PARKER                                                            For                For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF THE          Management          Abstain            Against
               SHAREHOLDER VOTE ON EXECUTIVE COMPENSTION.

04             RATIFICATION OF GRANT THORNTON LLP AS INDEPENDENT AUDITOR.       Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 106
The Gabelli Small Cap Growth Fund

WYNN RESORTS, LIMITED


                                                                                                    
SECURITY                             983134107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WYNN                                       MEETING DATE                 17-May-2011
ISIN                                 US9831341071                               AGENDA                       933411580 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          RUSSELL GOLDSMITH                                                         For                For

               2          ROBERT J. MILLER                                                          For                For

               3          KAZUO OKADA                                                               For                For

               4          ALLAN ZEMAN                                                               For                For

2              TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION     Management          Abstain            Against

3              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION

4              TO APPROVE AN AMENDMENT TO THE 2002 STOCK INCENTIVE PLAN         Management          For                For

5              TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG,    Management          For                For
               LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY AND ALL OF
               ITS SUBSIDIARIES FOR 2011

6              TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING A DIRECTOR           Shareholder         Against            For
               ELECTION MAJORITY VOTE STANDARD; AND


FLUSHING FINANCIAL CORPORATION


                                                                                                    
SECURITY                             343873105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FFIC                                       MEETING DATE                 17-May-2011
ISIN                                 US3438731057                               AGENDA                       933415057 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL J. HEGARTY                                                        For                For

               2          JOHN J. MCCABE                                                            For                For

               3          DONNA M. O'BRIEN                                                          For                For

               4          MICHAEL J. RUSSO                                                          For                For

02             ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.                 Management          Abstain            Against

03             ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005 OMNIBUS           Management          For                For
               INCENTIVE PLAN.

05             RATIFICATION OF APPOINTMENT OF GRANT THORNTON, LLP AS            Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING
               DECEMBER 31, 2011.


BEL FUSE INC.


                                                                                                    
SECURITY                             077347201                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BELFA                                      MEETING DATE                 17-May-2011
ISIN                                 US0773472016                               AGENDA                       933429272 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          AVI EDEN                                                                  For                For

               2          ROBERT H. SIMANDL                                                         For                For

02             WITH RESPECT TO THE RATIFICATION OF THE DESIGNATION OF           Management          For                For
               DELOITTE & TOUCHE LLP TO AUDIT BEL'S BOOKS AND ACCOUNTS FOR
               2011.

03             WITH RESPECT TO THE APPROVAL, ON AN ADVISORY BASIS, OF THE       Management          Abstain            Against
               EXECUTIVE COMPENSATION OF BEL'S NAMED EXECUTIVE OFFICERS AS
               DESCRIBED IN THE PROXY STATEMENT.

04             WITH RESPECT TO THE VOTE, ON AN ADVISORY BASIS, ON HOW OFTEN     Management          Abstain            Against
               TO CONDUCT THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

05             WITH RESPECT TO THE APPROVAL OF THE BEL FUSE INC. 2011 EQUITY    Management          Against            Against
               COMPENSATION PLAN.


GREATBATCH INC.


                                                                                                    
SECURITY                             39153L106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GB                                         MEETING DATE                 17-May-2011
ISIN                                 US39153L1061                               AGENDA                       933429739 - 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          DR. HELENA S WISNIEWSKI                                                   For                For

02             APPROVE THE ADOPTION OF THE GREATBATCH, INC. 2011 STOCK          Management          Against            Against
               INCENTIVE PLAN.

03             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR GREATBATCH,
               INC. FOR FISCAL YEAR 2011.

04             APPROVE BY NON-BINDING ADVISORY VOTE THE COMPENSATION OF         Management          Abstain            Against
               GREATBATCH, INC.'S NAMED EXECUTIVE OFFICERS.

05             APPROVE BY NON-BINDING ADVISORY VOTE THE FREQUENCY OF THE        Management          Abstain            Against
               NON-BINDING VOTE ON EXECUTIVE COMPENSATION.






ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 107
The Gabelli Small Cap Growth Fund

RUSH ENTERPRISES, INC.


                                                                                                    
SECURITY                             781846308                                  MEETING TYPE                 Annual
TICKER SYMBOL                        RUSHB                                      MEETING DATE                 17-May-2011
ISIN                                 US7818463082                               AGENDA                       933439449 - 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          JAMES C. UNDERWOOD                                                        For                For

               4          HAROLD D. MARSHALL                                                        For                For

               5          THOMAS A. AKIN                                                            For                For

               6          GERALD R. SZCZEPANSKI                                                     For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL 2011 YEAR.

03             PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE RUSH    Management          For                For
               ENTERPRISES, INC. 2006 NON-EMPLOYEE DIRECTOR STOCK PLAN.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.


MORGUARD CORPORATION


                                                                                                    
SECURITY                             617577101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MRCBF                                      MEETING DATE                 17-May-2011
ISIN                                 CA6175771014                               AGENDA                       933443335 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             ELECTION OF DIRECTORS FOR ALL OF THE NOMINEES NAMED IN THE       Management          For                For
               MANAGEMENT INFORMATION CIRCULAR.

02             APPOINTMENT OF ERNST & YOUNG LLP AS AUDITOR OF THE               Management          For                For
               CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE
               DIRECTORS TO FIX THEIR REMUNERATION.


RHODIA


                                                                                                    
SECURITY                             F7813K523                                  MEETING TYPE                 MIX
TICKER SYMBOL                                                                   MEETING DATE                 18-May-2011
ISIN                                 FR0010479956                               AGENDA                       703016522 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 800629       Non-Voting
               DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE
               PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO
               REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

CMMT           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.

CMMT           French Resident Shareowners must complete, sign and forward      Non-Voting
               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 ap-plies
               to Non- Resident Shareowners: Proxy Cards: Voting
               instructions will be fo- rwarded to the Global Custodians
               that have become Registered Intermediaries, o-n the Vote
               Deadline Date. In capacity as Registered Intermediary, the
               Global C-ustodian will sign the Proxy Card and forward to the
               local custodian. If you a-re unsure whether your Global
               Custodian acts as Registered Intermediary, pleas-e contact
               your representative

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS     Non-Voting
               AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK:
               https://balo.journal-
               officiel.gouv.fr/pdf/2011/-0422/201104221101446.pdf

O.1            Approval of the corporate financial statements for the           Management          For                For
               financial year 2010

O.2            Approval of the consolidated financial statements for the        Management          For                For
               financial year 2010

O.3            Allocation of income for the financial year ended December       Management          For                For
               31, 2010 and setting the dividend

O.4            Option for payment of dividend in shares                         Management          For                For

O.5            Authorization to be granted to the Board of Directors to         Management          For                For
               trade the Company's shares

E.6            Authorization to be granted to the Board of Directors to         Management          For                For
               reduce capital by cancellation of treasury shares

E.7            Delegation of authority granted to the Board of Directors to     Management          For                For
               increase capital by issuing shares and/or securities
               providing access to capital, issued by the Company in favor
               of members of a company savings plan

E.8            Delegation of authority granted to the Board of Directors to     Management          For                For
               increase capital by issuing shares and/or securities
               providing access to capital, issued by the Company reserved
               for employees of foreign companies of Rhodia Group, outside
               of a company savings plan

E.9            Powers                                                           Management          For                For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 108
The Gabelli Small Cap Growth Fund

BELDEN INC.


                                                                                                    
SECURITY                             077454106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BDC                                        MEETING DATE                 18-May-2011
ISIN                                 US0774541066                               AGENDA                       933398629 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID ALDRICH                                                             For                For

               2          LANCE C. BALK                                                             For                For

               3          JUDY L. BROWN                                                             For                For

               4          BRYAN C. CRESSEY                                                          For                For

               5          GLENN KALNASY                                                             For                For

               6          MARY S. MCLEOD                                                            For                For

               7          GEORGE MINNICH                                                            For                For

               8          JOHN M. MONTER                                                            For                For

               9          BERNARD G. RETHORE                                                        For                For

               10         JOHN S. STROUP                                                            For                For

               11         DEAN YOOST                                                                For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.

04             PROPOSAL TO APPROVE THE BELDEN INC. 2011 LONG TERM INCENTIVE     Management          Against            Against
               PLAN.


PALOMAR MEDICAL TECHNOLOGIES, INC.


                                                                                                    
SECURITY                             697529303                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PMTI                                       MEETING DATE                 18-May-2011
ISIN                                 US6975293035                               AGENDA                       933399633 - 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 APPROVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against

03             TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE    Management          Abstain            Against
               COMPENSATION ADVISORY VOTES.

04             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S    Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

05             TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL REGARDING        Shareholder         Against            For
               MAJORITY VOTING IN DIRECTOR ELECTIONS.


TENNECO INC.


                                                                                                    
SECURITY                             880349105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TEN                                        MEETING DATE                 18-May-2011
ISIN                                 US8803491054                               AGENDA                       933400640 - 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: HARI N. NAIR                               Management          For                For

1D             ELECTION OF DIRECTOR: ROGER B. PORTER                            Management          For                For

1E             ELECTION OF DIRECTOR: DAVID B. PRICE, JR.                        Management          For                For

1F             ELECTION OF DIRECTOR: GREGG M. SHERRILL                          Management          For                For

1G             ELECTION OF DIRECTOR: PAUL T. STECKO                             Management          For                For

1H             ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI                         Management          For                For

1I             ELECTION OF DIRECTOR: JANE L. WARNER                             Management          For                For

02             APPROVE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS             Management          For                For
               INDEPENDENT PUBLIC ACCOUNTANTS FOR 2011.

03             APPROVE EXECUTIVE COMPENSATION IN AN ADVISORY VOTE.              Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.


CORN PRODUCTS INTERNATIONAL, INC.


                                                                                                    
SECURITY                             219023108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPO                                        MEETING DATE                 18-May-2011
ISIN                                 US2190231082                               AGENDA                       933404270 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD J. ALMEIDA                                                        For                For

               2          GREGORY B. KENNY                                                          For                For

               3          JAMES M. RINGLER                                                          For                For

02             TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE            Management          Abstain            Against
               COMPANY'S "NAMED EXECUTIVE OFFICERS."




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 109
The Gabelli Small Cap Growth Fund


                                                                                                           
03             TO RECOMMEND, BY ADVISORY VOTE, WHETHER TO HAVE STOCKHOLDERS     Management          Abstain            Against
               VOTE TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE
               COMPANY'S "NAMED EXECUTIVE OFFICERS" EVERY YEAR, EVERY TWO
               YEARS OR EVERY THREE YEARS.

04             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS
               SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2011.


DREW INDUSTRIES INCORPORATED


                                                                                                    
SECURITY                             26168L205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DW                                         MEETING DATE                 18-May-2011
ISIN                                 US26168L2051                               AGENDA                       933410033 - 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

               7          JOHN B. LOWE, JR.                                                         For                For

               8          JASON D. LIPPERT                                                          For                For

02             TO APPROVE THE DREW INDUSTRIES INCORPORATED EQUITY AWARD AND     Management          Against            Against
               INCENTIVE PLAN, AS AMENDED AND RESTATED.

03             TO APPROVE, IN AN ADVISORY AND NON-BINDING VOTE, THE             Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS
               DISCLOSED IN THE PROXY STATEMENT.

04             TO RECOMMEND, IN AN ADVISORY AND NON-BINDING VOTE, WHETHER A     Management          Abstain            Against
               NON-BINDING STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF
               THE COMPANY'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY
               ONE, TWO OR THREE YEARS.

05             TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS      Management          For                For
               FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2011.

06             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.


HENRY SCHEIN, INC.


                                                                                                    
SECURITY                             806407102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HSIC                                       MEETING DATE                 18-May-2011
ISIN                                 US8064071025                               AGENDA                       933410639 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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          DONALD J KABAT                                                            For                For

               9          PHILIP A LASKAWY                                                          For                For

               10         KARYN MASHIMA                                                             For                For

               11         NORMAN S MATTHEWS                                                         For                For

               12         BRADLEY T SHEARES, PHD                                                    For                For

               13         LOUIS W SULLIVAN, MD                                                      For                For

2              PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK INCENTIVE PLAN.       Management          For                For

3              PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE 2010               Management          Abstain            Against
               COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.

4              PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

5              PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP AS THE          Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.


DENNY'S CORPORATION


                                                                                                    
SECURITY                             24869P104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DENN                                       MEETING DATE                 18-May-2011
ISIN                                 US24869P1049                               AGENDA                       933410792 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: GREGG R. DEDRICK                           Management          For                For

1B             ELECTION OF DIRECTOR: BRENDA J. LAUDERBACK                       Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 110
The Gabelli Small Cap Growth Fund


                                                                                                           
1C             ELECTION OF DIRECTOR: ROBERT E. MARKS                            Management          For                For

1D             ELECTION OF DIRECTOR: JOHN C. MILLER                             Management          For                For

1E             ELECTION OF DIRECTOR: LOUIS P. NEEB                              Management          For                For

1F             ELECTION OF DIRECTOR: DONALD C. ROBINSON                         Management          For                For

1G             ELECTION OF DIRECTOR: DONALD R. SHEPHERD                         Management          For                For

1H             ELECTION OF DIRECTOR: DEBRA SMITHART-OGLESBY                     Management          For                For

1I             ELECTION OF DIRECTOR: LAYSHA WARD                                Management          For                For

1J             ELECTION OF DIRECTOR: F. MARK WOLFINGER                          Management          For                For

2              A PROPOSAL TO RATIFY THE SELECTION OF KPMG, LLP AS THE           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF DENNY'S
               CORPORATION AND ITS SUBSIDIARIES FOR THE YEAR ENDING
               DECEMBER 28, 2011.

3              AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED      Management          Abstain            Against
               EXECUTIVE OFFICERS.

4              AN ADVISORY VOTE ON THE FREQUENCY OF THE STOCKHOLDER VOTE ON     Management          Abstain            Against
               EXECUTIVE COMPENSATION.


PULSE ELECTRONICS CORP


                                                                                                    
SECURITY                             74586W106                                  MEETING TYPE                 Contested-Annual
TICKER SYMBOL                        PULS                                       MEETING DATE                 18-May-2011
ISIN                                 US74586W1062                               AGENDA                       933419411 - Opposition




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             THE COMPANY'S PROPOSAL TO APPROVE AMENDMENTS TO ITS ARTICLES     Management          For                For
               OF INCORPORATION AND BY-LAWS TO PROVIDE  FOR PLURALITY VOTING
               IN CONTESTED DIRECTOR ELECTIONS.

02             DIRECTOR                                                         Management

               1          TIMOTHY E. BROG                                                           For                For

               2          JAMES DENNEDY                                                             For                For

03             THE COMPANY'S ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management          Abstain            Against
               OPPOSITION HAS NO RECOMMENDATION FOR THIS PROPOSAL.
               UNINSTRUCTED SHARES WILL BE CAST AS A VOTE TO "ABSTAIN".

04             THE COMPANY'S ADVISORY VOTE ON  THE FREQUENCY OF HOLDING AN      Management          Abstain            Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION. OPPOSITION HAS NO
               RECOMMENDATION FOR THIS PROPOSAL. UNINSTRUCTED SHARES WILL BE
               CAST AS A VOTE FOR "1 YEAR".


SWS GROUP INC.


                                                                                                    
SECURITY                             78503N107                                  MEETING TYPE                 Special
TICKER SYMBOL                        SWS                                        MEETING DATE                 18-May-2011
ISIN                                 US78503N1072                               AGENDA                       933421062 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             APPROVAL, FOR PURPOSES OF NYSE LISTING STANDARDS, OF ISSUANCE    Management          Against            Against
               OF WARRANTS & UP TO 17,391,304 SHARES OF COMMON STOCK OF
               COMPANY ISSUABLE UPON THE EXERCISE OF WARRANTS (SUBJECT TO
               ANTI-DILUTION ADJUSTMENTS) OR, IN CERTAIN CIRCUMSTANCES,
               NON-VOTING PERPETUAL PARTICIPATING PREFERRED STOCK ISSUABLE
               UPON EXERCISE OF WARRANTS & CONVERTIBLE, IN CERTAIN
               CIRCUMSTANCES, INTO COMMON STOCK.

02             THE APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, IF       Management          Against            Against
               NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
               THERE IS AN INSUFFICIENT NUMBER OF VOTES AT THE SPECIAL
               MEETING TO APPROVE PROPOSAL NO. 1 DESCRIBED ABOVE.


MORGANS HOTEL GROUP CO.


                                                                                                    
SECURITY                             61748W108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MHGC                                       MEETING DATE                 18-May-2011
ISIN                                 US61748W1080                               AGENDA                       933429462 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD W. BURKLE                                                          For                For

               2          ROBERT FRIEDMAN                                                           For                For

               3          JEFFREY M. GAULT                                                          For                For

               4          MICHAEL J. GROSS                                                          For                For

               5          DAVID T. HAMAMOTO                                                         For                For

               6          JASON T. KALISMAN                                                         For                For

               7          THOMAS L. HARRISON                                                        For                For

               8          EDWIN L. KNETZGER, III                                                    For                For

               9          MICHAEL D. MALONE                                                         For                For

02             PROPOSAL TO RATIFY BDO USA, LLP AS THE COMPANY'S INDEPENDENT     Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 YEAR.

03             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

04             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) FREQUENCY OF      Management          Abstain            Against
               VOTES RELATING TO EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 111
The Gabelli Small Cap Growth Fund

DR PEPPER SNAPPLE GROUP,INC.


                                                                                                    
SECURITY                             26138E109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DPS                                        MEETING DATE                 19-May-2011
ISIN                                 US26138E1091                               AGENDA                       933393782 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: JOYCE M. ROCHE                             Management          For                For

1B             ELECTION OF DIRECTOR: WAYNE R. SANDERS                           Management          For                For

1C             ELECTION OF DIRECTOR: JACK L. STAHL                              Management          For                For

1D             ELECTION OF DIRECTOR: LARRY D. YOUNG                             Management          For                For

02             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

03             RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY'S NAMED      Management          Abstain            Against
               EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION
               DISCLOSURE RULES AND REGULATIONS OF THE SECURITIES AND
               EXCHANGE COMMISSION, INCLUDING THE COMPENSATION DISCUSSION
               AND ANALYSIS, COMPENSATION TABLES AND THE NARRATIVE
               DISCUSSION IS HEREBY APPROVED.

04             TO VOTE, ON AN ADVISORY (NON-BINDING) BASIS, ON THE FREQUENCY    Management          Abstain            Against
               OF THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S
               NAMED EXECUTIVE OFFICERS. STOCKHOLDERS MAY CHOOSE TO APPROVE
               HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS EVERY YEAR, EVERY TWO YEARS OR EVERY THREE
               YEARS OR STOCKHOLDERS MAY ABSTAIN FROM VOTING.


FLOWSERVE CORPORATION


                                                                                                    
SECURITY                             34354P105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FLS                                        MEETING DATE                 19-May-2011
ISIN                                 US34354P1057                               AGENDA                       933404129 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JOHN R. FRIEDERY                                                          For                For

               2          JOE E. HARLAN                                                             For                For

               3          MICHAEL F. JOHNSTON                                                       For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING THE ADVISORY        Management          Abstain            Against
               VOTE ON EXECUTIVE COMPENSATION.

04             APPROVE AN AMENDMENT TO ARTICLE EIGHTH OF THE AMENDED AND        Management          For                For
               RESTATED CERTIFICATE OF INCORPORATION.

05             APPROVE AN AMENDMENT TO ARTICLE NINTH OF THE AMENDED AND         Management          For                For
               RESTATED CERTIFICATE OF INCORPORATION.

06             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE    Management          For                For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR 2011.


CAREER EDUCATION CORPORATION


                                                                                                    
SECURITY                             141665109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CECO                                       MEETING DATE                 19-May-2011
ISIN                                 US1416651099                               AGENDA                       933406541 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DENNIS H. CHOOKASZIAN                                                     For                For

               2          DAVID W. DEVONSHIRE                                                       For                For

               3          PATRICK W. GROSS                                                          For                For

               4          GREGORY L. JACKSON                                                        For                For

               5          THOMAS B. LALLY                                                           For                For

               6          STEVEN H. LESNIK                                                          For                For

               7          GARY E. MCCULLOUGH                                                        For                For

               8          LESLIE T. THORNTON                                                        For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION PAID BY THE COMPANY      Management          Abstain            Against
               TO ITS NAMED EXECUTIVE OFFICERS.

03             FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON EXECUTIVE             Management          Abstain            Against
               COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE YEAR ENDING DECEMBER 31, 2011.






ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 112
The Gabelli Small Cap Growth Fund

MARTHA STEWART LIVING OMNIMEDIA, INC.


                                                                                                    
SECURITY                             573083102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MSO                                        MEETING DATE                 19-May-2011
ISIN                                 US5730831022                               AGENDA                       933408038 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CHARLOTTE BEERS                                                           For                For

               2          FREDERIC FEKKAI                                                           For                For

               3          ARLEN KANTARIAN                                                           For                For

               4          CHARLES A. KOPPELMAN                                                      For                For

               5          WILLIAM A. ROSKIN                                                         For                For

               6          CLAUDIA SLACIK                                                            For                For

               7          TODD SLOTKIN                                                              For                For

02             TO CAST A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION    Management          Abstain            Against
               (SAY-ON-PAY).

03             TO CAST A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF          Management          Abstain            Against
               HOLDING SAY-ON-PAY VOTES IN THE FUTURE.

04             STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ADOPT A PLAN     Shareholder         Against            For
               FOR ALL COMMON STOCK TO HAVE ONE VOTE PER SHARE.


COHEN & STEERS, INC.


                                                                                                    
SECURITY                             19247A100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CNS                                        MEETING DATE                 19-May-2011
ISIN                                 US19247A1007                               AGENDA                       933410021 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: MARTIN COHEN                               Management          For                For

1B             ELECTION OF DIRECTOR: ROBERT H. STEERS                           Management          For                For

1C             ELECTION OF DIRECTOR: RICHARD E. BRUCE                           Management          For                For

1D             ELECTION OF DIRECTOR: PETER L. RHEIN                             Management          For                For

1E             ELECTION OF DIRECTOR: RICHARD P. SIMON                           Management          For                For

1F             ELECTION OF DIRECTOR: EDMOND D. VILLANI                          Management          For                For

02             RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF THE        Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF STOCKHOLDER     Management          Abstain            Against
               VOTES ON NAMED EXECUTIVE OF THE COMPENSATION.


COMMUNICATIONS SYSTEMS, INC.


                                                                                                    
SECURITY                             203900105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JCS                                        MEETING DATE                 19-May-2011
ISIN                                 US2039001050                               AGENDA                       933410956 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          EDWIN C. FREEMAN                                                          For                For

               2          LUELLA G. GOLDBERG                                                        For                For

               3          RANDALL D. SAMPSON                                                        For                For

2              RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLC AS      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDED DECEMBER 31, 2011.

3              APPROVAL OF THE COMMUNICATIONS SYSTEMS, INC. 2011 EXECUTIVE      Management          Against            Against
               INCENTIVE COMPENSATION PLAN.

4              APPROVAL OF AMENDMENTS TO THE COMMUNICATIONS SYSTEMS, INC.       Management          For                For
               EMPLOYEE STOCK PURCHASE PLAN.


WESTAR ENERGY, INC.


                                                                                                    
SECURITY                             95709T100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WR                                         MEETING DATE                 19-May-2011
ISIN                                 US95709T1007                               AGENDA                       933412784 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MOLLIE H. CARTER                                                          For                For

               2          JERRY B. FARLEY                                                           For                For

               3          ARTHUR B. KRAUSE                                                          For                For

               4          WILLIAM B. MOORE                                                          For                For

02             TO PROVIDE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION            Management          Abstain            Against

03             TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY         Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION

04             TO APPROVE AN AMENDMENT TO OUR LONG TERM INCENTIVE AND SHARE     Management          For                For
               AWARD PLAN AND APPROVE THE MATERIAL TERMS OF THE PERFORMANCE
               GOALS UNDER THE PLAN

05             TO APPROVE AN AMENDMENT TO OUR RESTATED ARTICLES OF              Management          For                For
               INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON
               STOCK

06             TO RATIFY AND CONFIRM OF DELOITTE & TOUCHE LLP AS OUR            Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 113
The Gabelli Small Cap Growth Fund

CONMED CORPORATION


                                                                                                    
SECURITY                             207410101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CNMD                                       MEETING DATE                 19-May-2011
ISIN                                 US2074101013                               AGENDA                       933419435 - 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 PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.


ZEBRA TECHNOLOGIES CORPORATION


                                                                                                    
SECURITY                             989207105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ZBRA                                       MEETING DATE                 19-May-2011
ISIN                                 US9892071054                               AGENDA                       933419524 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ANDERS GUSTAFSSON                                                         For                For

               2          ANDREW K. LUDWICK                                                         For                For

02             ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION                  Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE TO    Management          Abstain            Against
               APPROVE EXECUTIVE COMPENSATION

04             TO APPROVE OUR 2011 LONG-TERM INCENTIVE PLAN                     Management          Against            Against

05             TO APPROVE OUR 2011 SHORT-TERM INCENTIVE PLAN                    Management          For                For

06             TO APPROVE OUR 2011 EMPLOYEE STOCK PURCHASE PLAN                 Management          For                For

07             TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST &      Management          For                For
               YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2011

KEY ENERGY SERVICES, INC.

                                                                                                    
SECURITY                             492914106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KEG                                        MEETING DATE                 19-May-2011
ISIN                                 US4929141061                               AGENDA                       933423713 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM D. FERTIG                                                         For                For

               2          ROBERT K. REEVES                                                          For                For

               3          J. ROBINSON WEST                                                          For                For

02             TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF GRANT     Management          For                For
               THORNTON LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE        Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF THE         Management          Abstain            Against
               ADVISORY VOTE ON COMPENSATION OF THE COMPANY'S NAMED
               EXECUTIVE OFFICERS.


PAIN THERAPEUTICS, INC.


                                                                                                    
SECURITY                             69562K100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PTIE                                       MEETING DATE                 19-May-2011
ISIN                                 US69562K1007                               AGENDA                       933424284 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT Z. GUSSIN, PH.D.                                                   For                For

02             RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE
               FISCAL YEAR ENDING DECEMBER 31, 2011 (PROPOSAL TWO).

03             APPROVE, BY NON-BINDING VOTE, 2010 COMPENSATION PAID TO THE      Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS (PROPOSAL THREE).

04             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE          Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION (PROPOSAL FOUR).




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 114
The Gabelli Small Cap Growth Fund

GLOBAL POWER EQUIPMENT GROUP INC.


                                                                                                    
SECURITY                             37941P306                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GLPW                                       MEETING DATE                 19-May-2011
ISIN                                 US37941P3064                               AGENDA                       933427292 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID L. KELLER                                                           For                For

               2          CHARLES MACALUSO                                                          For                For

               3          CARL BARTOLI                                                              For                For

               4          TERENCE CRYAN                                                             For                For

               5          EUGENE I. DAVIS                                                           For                For

               6          FRANK E. WILLIAMS, JR.                                                    For                For

02             RATIFICATION OF BDO USA, LLP AS THE INDEPENDENT REGISTERED       Management          For                For
               PUBLIC ACCOUNTING FIRM.

03             APPROVAL OF THE 2011 EQUITY INCENTIVE PLAN.                      Management          Against            Against

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE    Management          Abstain            Against
               COMPENSATION.


DEAN FOODS COMPANY


                                                                                                    
SECURITY                             242370104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DF                                         MEETING DATE                 19-May-2011
ISIN                                 US2423701042                               AGENDA                       933427634 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: STEPHEN L. GREEN                           Management          For                For

1B             ELECTION OF DIRECTOR: JOSEPH S. HARDIN, JR.                      Management          For                For

1C             ELECTION OF DIRECTOR: JOHN R. MUSE                               Management          For                For

02             PROPOSAL TO AMEND THE DEAN FOODS COMPANY 2007 STOCK INCENTIVE    Management          Against            Against
               PLAN.

03             PROPOSAL TO APPROVE OUR EXECUTIVE COMPENSATION.                  Management          Abstain            Against

04             PROPOSAL TO APPROVE THE FREQUENCY OF STOCKHOLDER VOTES ON OUR    Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT          Management          For                For
               AUDITOR.

06             STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UPS.                    Shareholder         Against            For


STANDARD MOTOR PRODUCTS, INC.


                                                                                                    
SECURITY                             853666105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SMP                                        MEETING DATE                 19-May-2011
ISIN                                 US8536661056                               AGENDA                       933435756 - 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          WILLIAM H. TURNER                                                         For                For

               8          RICHARD S. WARD                                                           For                For

               9          ROGER M. WIDMANN                                                          For                For

02             APPROVAL OF AMENDMENTS TO THE STANDARD MOTOR PRODUCTS, INC.      Management          For                For
               2006 OMNIBUS INCENTIVE PLAN.

03             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

04             APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON THE              Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

05             APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON THE FREQUENCY    Management          Abstain            Against
               OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.


ALIGN TECHNOLOGY, INC.


                                                                                                    
SECURITY                             016255101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ALGN                                       MEETING DATE                 19-May-2011
ISIN                                 US0162551016                               AGENDA                       933439653 - 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          DR. DAVID C. NAGEL                                                        For                For

               6          THOMAS M. PRESCOTT                                                        For                For

               7          GREG J. SANTORA                                                           For                For

               8          WARREN S. THALER                                                          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 115
The Gabelli Small Cap Growth Fund


                                                                                                           
02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               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, 2011.

03             APPROVE AMENDMENT TO 2005 INCENTIVE PLAN: PROPOSAL TO APPROVE    Management          Against            Against
               AMENDMENT TO 2005 EQUITY INCENTIVE PLAN.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.


GRUPO CONTL S A


                                                                                             
SECURITY                             P3091R172                                  MEETING TYPE          ExtraOrdinary General Meeting
TICKER SYMBOL                                                                   MEETING DATE          20-May-2011
ISIN                                 MXP3091R1239                               AGENDA                703028678 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
I              Appointment of officers to count the votes and verify the        Management          For                For
               quorum, performance of their duties and declaration that the
               meeting is instated

II             Proposal for the merger of Grupo Continental, S.A.B. into        Management          For                For
               Embotelladoras Arca, S.A.B. De C.V

III            Designation of delegates to formalize and carry out the          Management          For                For
               resolutions passed by the meeting

IV             Reading and approval of the meeting minutes                      Management          For                For



SUPERIOR INDUSTRIES INTERNATIONAL, INC.


                                                                                                    
SECURITY                             868168105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SUP                                        MEETING DATE                 20-May-2011
ISIN                                 US8681681057                               AGENDA                       933400361 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          LOUIS L. BORICK                                                           For                For

               2          STEVEN J. BORICK                                                          For                For

               3          FRANCISCO S. URANGA                                                       For                For

02             APPROVAL OF THE CEO ANNUAL INCENTIVE PERFORMANCE PLAN.           Management          For                For

03             APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY BASIS.         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             APPROVAL OF SHAREHOLDER PROPOSAL TO CHANGE VOTING STANDARD       Shareholder         Against            For
               FOR DIRECTOR ELECTIONS.


CMS ENERGY CORPORATION


                                                                                                    
SECURITY                             125896100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CMS                                        MEETING DATE                 20-May-2011
ISIN                                 US1258961002                               AGENDA                       933416489 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MERRIBEL S. AYRES                                                         For                For

               2          JON E. BARFIELD                                                           For                For

               3          STEPHEN E. EWING                                                          For                For

               4          RICHARD M. GABRYS                                                         For                For

               5          DAVID W. JOOS                                                             For                For

               6          PHILIP R. LOCHNER, JR.                                                    For                For

               7          MICHAEL T. MONAHAN                                                        For                For

               8          JOHN G. RUSSELL                                                           For                For

               9          KENNETH L. WAY                                                            For                For

               10         JOHN B. YASINSKY                                                          For                For

02             ADVISORY VOTE ON THE COMPENSATION OF THE EXECUTIVE OFFICERS.     Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF A SHAREHOLDER ADVISORY VOTE    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

04             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Management          For                For
               (PRICEWATERHOUSECOOPERS LLP).

05             SHAREHOLDER PROPOSAL - FINANCIAL RISKS OF RELIANCE ON COAL.      Shareholder         Against            For


MACY'S INC.


                                                                                                    
SECURITY                             55616P104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        M                                          MEETING DATE                 20-May-2011
ISIN                                 US55616P1049                               AGENDA                       933416984 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEPHEN F. BOLLENBACH                                                     For                For

               2          DEIRDRE P. CONNELLY                                                       For                For







ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 116
The Gabelli Small Cap Growth Fund


                                                                                                           
               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          CRAIG E. WEATHERUP                                                        For                For

               10         MARNA C. WHITTINGTON                                                      For                For

02             THE PROPOSED RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS      Management          For                For
               MACY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING JANUARY 28, 2012.

03             THE PROPOSED APPROVAL OF AN AMENDMENT OF THE COMPANY'S           Management          For                For
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE          Management          Abstain            Against
               COMPENSATION.


IRIS INTERNATIONAL, INC.


                                                                                                    
SECURITY                             46270W105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IRIS                                       MEETING DATE                 20-May-2011
ISIN                                 US46270W1053                               AGENDA                       933426555 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEVEN M. BESBECK                                                         For                For

               2          CESAR M. GARCIA                                                           For                For

               3          BETH Y. KARLAN, M.D.                                                      For                For

               4          MICHAEL D. MATTE                                                          For                For

               5          RICHARD G. NADEAU, PH.D                                                   For                For

               6          DAVID T. DELLA PENTA                                                      For                For

               7          RICK TIMMINS                                                              For                For

               8          EDWARD F. VOBORIL                                                         For                For

               9          STEPHEN E. WASSERMAN                                                      For                For

02             APPROVAL OF THE 2011 OMNIBUS INCENTIVE PLAN.                     Management          Against            Against

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             RATIFICATION OF THE SELECTION OF BDO USA, LLP AS THE             Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               2011.


CARMIKE CINEMAS, INC.


                                                                                                    
SECURITY                             143436400                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CKEC                                       MEETING DATE                 20-May-2011
ISIN                                 US1434364006                               AGENDA                       933433942 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JEFFREY W. BERKMAN                                                        For                For

               2          JAMES A. FLEMING                                                          For                For

               3          ALAN J. HIRSCHFIELD                                                       For                For

               4          S. DAVID PASSMAN III                                                      For                For

               5          ROLAND C. SMITH                                                           For                For

               6          FRED W. VAN NOY                                                           For                For

               7          PATRICIA A. WILSON                                                        For                For

02             APPROVE THE AMENDMENT TO OUR 2004 STOCK INCENTIVE PLAN           Management          Against            Against
               INCLUDING AN INCREASE IN THE AGGREGATE NUMBER OF SHARES OF
               COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN.

03             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

04             APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE COMPENSATION.       Management          Abstain            Against

05             RECOMMEND THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE    Management          Abstain            Against
               COMPENSATION.


LIBERTY MEDIA CORPORATION


                                                                                                    
SECURITY                             53071M302                                  MEETING TYPE                 Special
TICKER SYMBOL                        LCAPA                                      MEETING DATE                 23-May-2011
ISIN                                 US53071M3025                               AGENDA                       933436467 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             A PROPOSAL TO REDEEM ALL OF THE OUTSTANDING SHARES OF SERIES     Management          For                For
               A LIBERTY CAPITAL COMMON STOCK AND SERIES B LIBERTY CAPITAL
               COMMON STOCK FOR ALL OF THE OUTSTANDING SHARES OF LIBERTY
               SPLITCO, INC. CAPITAL TRACKING STOCK.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 117
The Gabelli Small Cap Growth Fund

SONESTA INTERNATIONAL HOTELS CORPORATION


                                                                                                    
SECURITY                             835438409                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SNSTA                                      MEETING DATE                 23-May-2011
ISIN                                 US8354384096                               AGENDA                       933442129 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: G. ABRAMS                                  Management          Against            Against

1B             ELECTION OF DIRECTOR: J. BOWER                                   Management          For                For

1C             ELECTION OF DIRECTOR: C. CLARK                                   Management          For                For

1D             ELECTION OF DIRECTOR: C. DAVIS                                   Management          For                For

1E             ELECTION OF DIRECTOR: I. MANN                                    Management          Against            Against

1F             ELECTION OF DIRECTOR: J. SONNABEND                               Management          Against            Against

1G             ELECTION OF DIRECTOR: P. SONNABEND                               Management          Against            Against

1H             ELECTION OF DIRECTOR: STEPHANIE SONNABEND                        Management          Against            Against

1I             ELECTION OF DIRECTOR: STEPHEN SONNABEND                          Management          Against            Against

1J             ELECTION OF DIRECTOR: J. TEMPEL                                  Management          For                For



PINNACLE ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             723456109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PNK                                        MEETING DATE                 24-May-2011
ISIN                                 US7234561097                               AGENDA                       933402226 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: STEPHEN C. COMER                           Management          For                For

1B             ELECTION OF DIRECTOR: JOHN V. GIOVENCO                           Management          For                For

1C             ELECTION OF DIRECTOR: RICHARD J. GOEGLEIN                        Management          For                For

1D             ELECTION OF DIRECTOR: BRUCE A. LESLIE                            Management          For                For

1E             ELECTION OF DIRECTOR: JAMES L. MARTINEAU                         Management          For                For

1F             ELECTION OF DIRECTOR: LYNN P. REITNOUER                          Management          For                For

1G             ELECTION OF DIRECTOR: ANTHONY M. SANFILIPPO                      Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               2011.

03             AMENDMENT TO THE COMPANY'S 2005 EQUITY AND PERFORMANCE           Management          Against            Against
               INCENTIVE PLAN TO PERMIT A ONE-TIME VALUE-FOR-VALUE STOCK
               OPTION EXCHANGE PROGRAM.

04             ADVISORY RESOLUTION REGARDING COMPENSATION OF THE COMPANY'S      Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

05             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.


ROVI CORPORATION


                                                                                                    
SECURITY                             779376102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROVI                                       MEETING DATE                 24-May-2011
ISIN                                 US7793761021                               AGENDA                       933409319 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ALFRED J. AMOROSO                                                         For                For

               2          ALAN L. EARHART                                                           For                For

               3          ANDREW K. LUDWICK                                                         For                For

               4          JAMES E. MEYER                                                            For                For

               5          JAMES P. O'SHAUGHNESSY                                                    For                For

               6          RUTHANN QUINDLEN                                                          For                For

02             APPROVAL OF THE AMENDMENT TO THE 2008 EQUITY INCENTIVE PLAN.     Management          For                For

03             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED        Management          For                For
               PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

04             APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.        Management          Abstain            Against

05             APPROVAL, BY NON-BINDING VOTE, OF THE FREQUENCY OF ADVISORY      Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.


TREDEGAR CORPORATION


                                                                                                    
SECURITY                             894650100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TG                                         MEETING DATE                 24-May-2011
ISIN                                 US8946501009                               AGENDA                       933417417 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GEORGE C. FREEMAN, III                                                    For                For

               2          GEORGE A. NEWBILL                                                         Withheld           Against

               3          THOMAS G. SLATER, JR.                                                     Withheld           Against

               4          R. GREGORY WILLIAMS                                                       Withheld           Against

02             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION            Management          For                For

03             FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER            Management          1 Year             Against
               COMPENSATION

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR TREDEGAR
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011





ProxyEdge                                                Report Date: 07/08/2011

Meeting Date Range: 07/01/2010 to 06/30/2011                                 118
The Gabelli Small Cap Growth Fund

ARBITRON INC.


                                                                                                    
SECURITY                             03875Q108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ARB                                        MEETING DATE                 24-May-2011
ISIN                                 US03875Q1085                               AGENDA                       933417683 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          SHELLYE L. ARCHAMBEAU                                                     For                For

               2          DAVID W. DEVONSHIRE                                                       For                For

               3          JOHN A. DIMLING                                                           For                For

               4          ERICA FARBER                                                              For                For

               5          PHILIP GUARASCIO                                                          For                For

               6          WILLIAM T. KERR                                                           For                For

               7          LARRY E. KITTELBERGER                                                     For                For

               8          LUIS G. NOGALES                                                           For                For

               9          RICHARD A. POST                                                           For                For

02             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management          Abstain            Against

03             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF KPMG LLP AS    Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE CURRENT FISCAL YEAR.


CONSOLIDATED WATER COMPANY LIMITED


                                                                                                    
SECURITY                             G23773107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CWCO                                       MEETING DATE                 24-May-2011
ISIN                                 KYG237731073                               AGENDA                       933418368 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CARSON K. EBANKS                                                          For                For

               2          RICHARD L. FINLAY                                                         For                For

               3          CLARENCE B. FLOWERS, JR                                                   For                For

               4          FREDERICK W. MCTAGGART                                                    For                For

02             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management          Abstain            Against

03             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE    Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF MARCUM LLP AS THE COMPANY'S           Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011, AT THE REMUNERATION TO BE
               DETERMINED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.


MIDDLESEX WATER COMPANY


                                                                                                    
SECURITY                             596680108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MSEX                                       MEETING DATE                 24-May-2011
ISIN                                 US5966801087                               AGENDA                       933419233 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES COSGROVE, JR.                                                       For                For

               2          AMY B. MANSUE                                                             For                For

               3          JOHN MIDDLETON, M.D.                                                      For                For

               4          JEFFRIES SHEIN                                                            For                For

02             TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF              Management          For                For
               PARENTEBEARD LLC AS OUR INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR         Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             TO RECOMMEND BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management          Abstain            Against
               COMPENSATION VOTES.


KINETIC CONCEPTS, INC.


                                                                                                    
SECURITY                             49460W208                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KCI                                        MEETING DATE                 24-May-2011
ISIN                                 US49460W2089                               AGENDA                       933425969 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JAMES R. LEININGER M.D.                                                   For                For

               2          WOODRIN GROSSMAN                                                          For                For

               3          CARL F. KOHRT, PH.D.                                                      For                For

               4          DAVID J. SIMPSON                                                          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 120
The Gabelli Small Cap Growth Fund



                                                                                                           
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
02             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT      Management          For                For
               AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
               31, 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY        Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.

05             IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS, TO       Management          For                For
               ACT UPON ALL MATTERS INCIDENT TO THE CONDUCT OF THE MEETING
               AND UPON OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING
               OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.


LIN TV CORP.


                                                                                                    
SECURITY                             532774106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TVL                                        MEETING DATE                 24-May-2011
ISIN                                 US5327741063                               AGENDA                       933433980 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER S. BRODSKY                                                          For                For

               2          DOUGLAS W. MCCORMICK                                                      For                For

               3          MICHAEL A. PAUSIC                                                         For                For

02             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF LIN TV CORP.
               FOR THE YEAR ENDING DECEMBER 31, 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Against            Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON           Management          1 Year             Against
               EXECUTIVE COMPENSATION.

05             A STOCKHOLDER PROPOSAL TO DECLASSIFY OUR BOARD OF DIRECTORS      Shareholder         Against            For
               AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS IF PROPERLY
               PRESENTED AT THE ANNUAL MEETING.


CABLEVISION SYSTEMS CORPORATION


                                                                                                    
SECURITY                             12686C109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CVC                                        MEETING DATE                 24-May-2011
ISIN                                 US12686C1099                               AGENDA                       933435542 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ZACHARY W. CARTER                                                         For                For

               2          THOMAS V. REIFENHEISER                                                    For                For

               3          JOHN R. RYAN                                                              For                For

               4          VINCENT TESE                                                              For                For

               5          LEONARD TOW                                                               For                For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL
               YEAR 2011.

03             TO APPROVE CABLEVISION SYSTEMS CORPORATION 2011 CASH             Management          For                For
               INCENTIVE PLAN.

04             TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION OF EXECUTIVE     Management          Abstain            Against
               OFFICERS.

05             AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE    Management          Abstain            Against
               COMPENSATION OF OUR EXECUTIVE OFFICERS.


OUTDOOR CHANNEL HOLDINGS, INC.


                                                                                                    
SECURITY                             690027206                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OUTD                                       MEETING DATE                 24-May-2011
ISIN                                 US6900272062                               AGENDA                       933441191 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
                                                                                                           
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
01             DIRECTOR                                                         Management

               1          AJIT M. DALVI                                                             For                For

               2          DAVID D. KINLEY                                                           For                For

               3          MICHAEL L. PANDZIK                                                        For                For

02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.


GAMESA CORPORACION TECHNOLOGICA S A


                                                                                                   
SECURITY                             E54667113                                  MEETING TYPE                Ordinary General Meeting
TICKER SYMBOL                                                                   MEETING DATE                25-May-2011
ISIN                                 ES0143416115                               AGENDA                      703029327 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           IT IS FORESEEABLE, IN CONSIDERATION OF THE COMPANY S PRESENT     Non-Voting
               SHAREHOLDER STRUC-TURE, THAT THE MEETING WILL INDEED BE HELD
               AT THE SECOND CALL - MAY 25 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 121
The Gabelli Small Cap Growth Fund



                                                                                                           
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
1              Examination and approval, if applicable, of the individual       Management          For                For
               Annual Accounts (balance sheet, profit and loss account,
               statement of changes in shareholders' equity, statement of
               cash flows and annual report) of Gamesa Corporacion
               Tecnologica, Sociedad Anonima, and of the consolidated Annual
               Accounts with its dependent companies (balance sheet, profit
               and loss account, statement of changes in shareholders'
               equity, statement of cash flows and annual report), for the
               fiscal year ended on December 31, 2010

2              Examination and approval, if applicable, of the individual       Management          For                For
               management report of Gamesa Corporacion Tecnologica, Sociedad
               Anonima, and of the consolidated management report with its
               dependent companies for the fiscal year ended on December 31,
               2010

3              Examination and approval, if applicable, of the management       Management          For                For
               and actions of the Board of Directors during the fiscal year
               ended on December 31, 2010

4              Appointment of the auditor of the Company and its                Management          For                For
               consolidated Group for the fiscal years 2011, 2012 and 2013

5              Examination and approval, if applicable, of the proposal for     Management          For                For
               the allocation of profit/losses and the distribution of
               dividends of Gamesa Corporacion Tecnologica, Sociedad Anonima
               for the fiscal year ended on December 31, 2010

6              Approval, for the free-of-charge allocation of the ordinary      Management          For                For
               shares issued to the shareholders of the Company, of an
               increase in share capital by means of a scrip issue at a
               maximum reference market value of eleven (11) million euros.
               The shareholders will be offered the acquisition of their
               free-of-charge allocation rights at a guaranteed price.
               Express provision for the possibility of an incomplete
               allocation. Application for admission of the resulting shares
               to listing on the Bilbao, Madrid, Barcelona and Valencia
               Stock Exchanges, through the Automated Quotation System
               (Sistema de Interconexion Bursatil). Delegation of powers to
               the Board of Directors, including the power to amend
               Article 4 of the By-Laws

7              Ratification of the appointment as Director of Mr. Jose Maria    Management          For                For
               Aracama Yoldi made by cooption after the holding of the last
               Shareholders' General Meeting, as an External Independent
               Director

8              Examination and approval, if applicable, of a Long Term          Management          For                For
               Incentive Program through the delivery of shares of the
               company bound to the achievement of the key targets of the
               Business Plan 2011- 2013 aimed to the Chairman of the
               Company, Senior Management, Managers and employees of Gamesa
               Corporacion Tecnologica, Sociedad Anonima, and if applicable,
               of its dependent companies, and the delegation to the Board
               of Directors, with the express faculty of substitution, to
               implement, develop, formalize and execute the aforementioned
               remuneration system

9.1            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of article 2 of
               the By- Laws to specify that the activities that constitute
               the corporate purpose are developed in the sector of
               renewable energies

9.2            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of articles 5, 6
               and 7 of the By-Laws about the shareholder status and
               presentation and transfer of shares, with the aim to improve
               its order and systematics and complete its content

9.3            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: New articles 8, 9, 10 and
               11 of the By-Laws that provide the set of rules of the
               By-Laws for share capital increase or decrease

9.4            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: New articles 12, 13 and 14
               of the By- Laws that provide the set of rules of the By-Laws
               for the issue of debentures

9.5            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of articles 8, 9
               and 10 (new articles 15, 16 and 17) of the By- Laws to
               improve the regulation of the general aspects of the
               Shareholders' General Meeting, as well as to enumerate its
               faculties

9.6            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of articles 11
               and 12 (new articles 18, 19, 20, 21, 23, 24 and 25) of the
               By-Laws to improve the systematics and complete the content
               of the regulation of the call and constitution of the
               Shareholders' General Meeting and about the appointment of
               the General Meeting Bureau and to adapt it to the amendments
               of the Capital Companies Law

9.7            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of articles 13,
               14, 15 and 16 (new articles 22, 26, 27, 28, 29 and 30) of the
               By-Laws to improve the writing and systematics of the set of
               rules of representation, voting and agreements adoption by
               the Shareholders' General Meeting

9.8            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of the articles
               17, 18 and 19 (new articles 31, 32, 33, 34, 35, 36, 37, 38, 39
               and 40) of the By-Laws with the aim to achieve a better
               fulfilment of the recommendations of the Corporate Governance
               Unified Code regarding the Board of Directors, adapt the set
               of rules of the By- Laws to the changes introduced in the
               Board of Directors Regulations and include some novelties in
               its content

9.9            Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of article 22
               (new article 43) of the By-Laws to adapt the set of rules of
               the By-Laws regarding the Audit and Compliance Committee to
               the amendments introduced by the Audit Law

9.10           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of article 23
               (new article 44) of the By-Laws with the aim to complete the
               regulation of the Appointments and Remuneration Committee and
               provide an enumeration of faculties

9.11           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: New article 45 of the
               By-Laws that expressly provides the duties of the Directors




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 122
The Gabelli Small Cap Growth Fund


                                                                                                           
9.12           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of article 25
               (new article 46) with the aim to improve the order and
               systematics of the article and qualify that the limit of 3%
               in the remuneration of the Board of Directors is to be
               applied about the benefit of the fiscal year of the
               consolidated group

9.13           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of article 29
               (new article 47) and new article 48 of the By- Laws to
               introduce the novelties of the Capital Companies Law and of
               the Audit Law regarding the Annual Corporate Governance
               Report, website of the Company and the Electronic
               Shareholders' Forum

9.14           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Amendment of articles 26,
               27 and 28 (new articles 49, 50, 51 and 52) of the By-Laws
               with the aim to complete and improve the regulation about
               Annual Accounts and allocation of the result

9.15           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: New article 54 of the
               By-Laws that establish that the conflicts between the
               shareholders and the company about the corporate affairs are
               submitted to the jurisdiction of the registered office of the
               Company

9.16           Amendment of the By-Laws and approval, if applicable, of a       Management          For                For
               new restated text of the By-Laws: Approval of a restated text
               of the By- Laws that includes the approved amendments and
               correlatively renumbers the titles, chapters and articles in
               which it is divided

10             Amendment of the Shareholders' General Meeting Regulations       Management          For                For
               and approval, if applicable, of a new restated text of the
               Shareholders' General Meeting Regulations

11             Delegation of powers to formalize and execute all resolutions    Management          For                For
               adopted by the Shareholders' General 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

12             Approval, with a consultative character, of the annual report    Management          For                For
               regarding the remuneration policy of the members of the Board
               of Directors of Gamesa Corporacion Tecnologica, Sociedad
               Anonima of the current fiscal year (2011) and the application
               of the remuneration policy in force in the previous fiscal
               year (2010)


BLACK EARTH FARMING LTD, JERSEY


                                                                                                    
SECURITY                             G1311M114                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 25-May-2011
ISIN                                 SE0001882291                               AGENDA                       703037780 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER      Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER              Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS
               MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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

CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT         Non-Voting
               ABSTAIN AS A VALID-VOTE OPTION. THANK YOU

1              The Nomination Committee proposes that Per Nyberg is elected     Non-Voting
               as Chairman for-the Meeting

2              Preparation and approval of voting list                          Non-Voting

3              Approval of the agenda                                           Non-Voting

4              Election of one or two persons to check and sign the minutes     Non-Voting

5              Resolution that the Meeting has been duly convened               Non-Voting

6              Presentation by the Managing Director                            Non-Voting

7              Presentation of the annual report and the auditor's report as    Non-Voting
               well as the-consolidated annual report and the consolidated
               auditor's report

8.a            Resolution in respect of the adoption of the profit and loss     Management          For                For
               account and the balance sheet as well as the consolidated
               profit and loss account and the consolidated balance sheet

8.b            Resolution in respect of the appropriation of the Company's      Management          For                For
               results according to the adopted balance sheet. The Board of
               Directors proposes that no dividend shall be paid for the
               financial period 2010

9              Determination of the number of Directors and auditors. The       Management          For                For
               Nomination Committee proposes that the Board shall consist of
               seven Directors and one auditor

10             Determination of remuneration to the Directors and the           Management          For                For
               auditors. The Nomination Committee proposes a total Board
               remuneration (including remuneration for the work within the
               committees of the Board of Directors) of EUR 240,000,
               allocated as follows: each Director who is not employed by
               the Company shall receive EUR 30,000, other than the Chairman
               of the Operations Committee and the Audit Committee, who
               shall each receive EUR 60,000

11             Election of Directors and auditors. The Nomination Committee     Management          For                For
               proposes, for the period until the end of the next Annual
               General Meeting, the re-election of Per Brilioth, Alex Gersh,
               Sture Gustavsson, Henrik Persson, Poul Schroder, Magnus Unger
               and Richard Warburton. Further, it is proposed that the
               Meeting shall appoint Per Brilioth as Chairman of the Board.
               And the Nomination Committee proposes that Deloitte is elected
               as auditor of the Company until the end of the next Annual
               General Meeting and remunerated upon approval of their invoice

12             Resolution to appoint the Nomination Committee                   Management          For                For

13             Resolution regarding remuneration principles for the senior      Management          For                For
               management
14             Closing of the Meeting                                           Non-Voting




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 123
The Gabelli Small Cap Growth Fund

NUVASIVE, INC.


                                                                                                    
SECURITY                             670704105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NUVA                                       MEETING DATE                 25-May-2011
ISIN                                 US6707041058                               AGENDA                       933405486 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT J. HUNT                                                            For                For

               2          RICHARD W. TREHARNE                                                       For                For

02             APPROVAL BY ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION      Management          Abstain            Against
               OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

03             ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF STOCKHOLDER      Management          Abstain            Against
               VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
               OFFICERS.

04             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE            Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

05             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE      Management          For                For
               THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.


BEASLEY BROADCAST GROUP, INC.


                                                                                                    
SECURITY                             074014101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BBGI                                       MEETING DATE                 25-May-2011
ISIN                                 US0740141017                               AGENDA                       933412669 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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



INTERMEC, INC.


                                                                                                    
SECURITY                             458786100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IN                                         MEETING DATE                 25-May-2011
ISIN                                 US4587861000                               AGENDA                       933414269 - 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 THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INTERMEC,     Management          For                For
               INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADOPT ADVISORY RESOLUTION APPROVING COMPENSATION OF INTERMEC,    Management          Abstain            Against
               INC.'S NAMED EXECUTIVE OFFICERS FOR 2010.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               THE COMPENSATION OF INTERMEC, INC.'S NAMED EXECUTIVE OFFICERS.

05             APPROVE AMENDMENT TO THE INTERMEC, INC. 2008 OMNIBUS             Management          Against            Against
               INCENTIVE PLAN.


AOL INC.


                                                                                                    
SECURITY                             00184X105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AOL                                        MEETING DATE                 25-May-2011
ISIN                                 US00184X1054                               AGENDA                       933419106 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              ELECTION OF DIRECTOR: TIM ARMSTRONG                              Management          For                For

2              ELECTION OF DIRECTOR: RICHARD DALZELL                            Management          For                For

3              ELECTION OF DIRECTOR: KAREN DYKSTRA                              Management          For                For

4              ELECTION OF DIRECTOR: ALBERTO IBARGUEN                           Management          For                For

5              ELECTION OF DIRECTOR: SUSAN LYNE                                 Management          For                For

6              ELECTION OF DIRECTOR: PATRICIA MITCHELL                          Management          For                For

7              ELECTION OF DIRECTOR: FREDRIC REYNOLDS                           Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 124
The Gabelli Small Cap Growth Fund


                                                                                                           
8              ELECTION OF DIRECTOR: JAMES STENGEL                              Management          For                For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                          Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.


SIRIUS XM RADIO INC.


                                                                                                    
SECURITY                             82967N108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SIRI                                       MEETING DATE                 25-May-2011
ISIN                                 US82967N1081                               AGENDA                       933419512 - 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: MEL KARMAZIN                               Management          For                For

1G             ELECTION OF DIRECTOR: JAMES F. MOONEY                            Management          For                For

1H             ELECTION OF DIRECTOR: JACK SHAW                                  Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.

03             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

04             ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF FUTURE EXECUTIVE     Management          Abstain            Against
               COMPENSATION VOTES.


FEDERAL-MOGUL CORPORATION


                                                                                                    
SECURITY                             313549404                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FDML                                       MEETING DATE                 25-May-2011
ISIN                                 US3135494041                               AGENDA                       933419651 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CARL C. ICAHN                                                             For                For

               2          JOSE MARIA ALAPONT                                                        For                For

               3          GEORGE FELDENKREIS                                                        For                For

               4          VINCENT J. INTRIERI                                                       For                For

               5          J. MICHAEL LAISURE                                                        For                For

               6          SAMUEL J. MERKSAMER                                                       For                For

               7          DANIEL A. NINIVAGGI                                                       For                For

               8          DAVID S. SCHECHTER                                                        For                For

               9          NEIL S. SUBIN                                                             For                For

               10         JAMES H. VANDENBERGHE                                                     For                For

02             AN ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION.         Management          Abstain            Against

03             TO RECOMMEND, BY AN ADVISORY, NON-BINDING VOTE, THE FREQUENCY    Management          Abstain            Against
               OF EXECUTIVE COMPENSATION VOTES.


FLOWERS FOODS, INC.


                                                                                                    
SECURITY                             343498101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        FLO                                        MEETING DATE                 25-May-2011
ISIN                                 US3434981011                               AGENDA                       933419930 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          BENJAMIN H. GRISWOLD IV                                                   For                For

               2          JACKIE M. WARD                                                            For                For

               3          C. MARTIN WOOD III                                                        For                For

02             TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE            Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVES, AS DISCLOSED IN THIS PROXY
               STATEMENT.

03             TO VOTE FOR THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE      Management          Abstain            Against
               COMPENSATION.

04             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS
               FOODS, INC. FOR THE 2011 FISCAL YEAR.


A123 SYSTEMS INC


                                                                                                    
SECURITY                             03739T108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AONE                                       MEETING DATE                 25-May-2011
ISIN                                 US03739T1088                               AGENDA                       933420349 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GURURAJ DESHPANDE                                                         For                For

               2          PAUL E. JACOBS                                                            For                For








ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 125
The Gabelli Small Cap Growth Fund


                                                                                                           
               3          MARK M. LITTLE                                                            For                For

02             APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE                Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS
               DESCRIBED IN OUR PROXY STATEMENT RELATING TO OUR 2011 ANNUAL
               MEETING OF STOCKHOLDERS.

03             NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE    Management          Abstain            Against
               ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING DECEMBER 31, 2011.


THE BOSTON BEER COMPANY, INC.


                                                                                                    
SECURITY                             100557107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SAM                                        MEETING DATE                 25-May-2011
ISIN                                 US1005571070                               AGENDA                       933422165 - 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

02             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

03             SHAREHOLDER ADVISORY VOTE ON FREQUENCY OF EXECUTIVE              Management          Abstain            Against
               COMPENSATION VOTE.


DEXCOM, INC.


                                                                                                    
SECURITY                             252131107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        DXCM                                       MEETING DATE                 25-May-2011
ISIN                                 US2521311074                               AGENDA                       933425541 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JONATHAN T. LORD, M.D.                                                    For                For

               2          ERIC TOPOL, M.D.                                                          For                For

02             TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD      Management          For                For
               OF DIRECTORS OF ERNST & YOUNG LLP AS OUR INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             TO RECOMMEND A NON-BINDING ADVISORY RESOLUTION ON THE            Management          Abstain            Against
               FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.


BLACK HILLS CORPORATION


                                                                                                    
SECURITY                             092113109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BKH                                        MEETING DATE                 25-May-2011
ISIN                                 US0921131092                               AGENDA                       933426024 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID R. EMERY                                                            For                For

               2          REBECCA B. ROBERTS                                                        For                For

               3          WARREN L. ROBINSON                                                        For                For

               4          JOHN B. VERING                                                            For                For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS      Management          For                For
               BLACK HILLS CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR 2011.

03             APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.       Management          Abstain            Against

04             APPROVE HOLDING THE ADVISORY VOTE ON EXECUTIVE COMPENSATION      Management          Abstain            Against
               EVERY ONE, TWO OR THREE YEARS, AS INDICATED.


CTS CORPORATION


                                                                                                    
SECURITY                             126501105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CTS                                        MEETING DATE                 25-May-2011
ISIN                                 US1265011056                               AGENDA                       933429107 - 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          D.M. MURPHY                                                               For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 126
The Gabelli Small Cap Growth Fund


                                                                                                           
               9          G. HUNTER                                                                 For                For

               10         R.A. PROFUSEK                                                             For                For

02             AN ADVISORY VOTE UPON THE COMPENSATION OF CTS CORPORATION'S      Management          For                For
               NAMED EXECUTIVE OFFICERS.

03             AN ADVISORY VOTE TO DETERMINE THE FREQUENCY OF FUTURE            Management          Abstain            Against
               ADVISORY VOTES REGARDING THE COMPENSATION OF CTS
               CORPORATION'S NAMED EXECUTIVE OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS CTS'    Management          For                For
               INDEPENDENT AUDITOR FOR 2011.


ADPT CORPORATION


                                                                                                    
SECURITY                             00101B103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ADPT                                       MEETING DATE                 25-May-2011
ISIN                                 US00101B1035                               AGENDA                       933436063 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: JON S. CASTOR                              Management          For                For

1B             ELECTION OF DIRECTOR: JACK L. HOWARD                             Management          For                For

1C             ELECTION OF DIRECTOR: WARREN G. LICHTENSTEIN                     Management          For                For

1D             ELECTION OF DIRECTOR: JOHN MUTCH                                 Management          For                For

1E             ELECTION OF DIRECTOR: JOHN J. QUICKE                             Management          For                For

1F             ELECTION OF DIRECTOR: LAWRENCE J. RUISI                          Management          For                For

02             APPROVAL OF GIVING OUR BOARD THE AUTHORITY TO EFFECT, IN ITS     Management          Against            Against
               DISCRETION PRIOR TO OUR 2012 ANNUAL MEETING, A REVERSE SPLIT
               OF OUR OUTSTANDING AND TREASURY SHARES OF COMMON STOCK,
               IMMEDIATELY FOLLOWED BY A FORWARD SPLIT OF OUR OUTSTANDING AND
               TREASURY COMMON STOCK, ALL AS MORE FULLY DESCRIBED IN THE
               PROXY STATEMENT.

03             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF ADPT'S     Management          Abstain            Against
               NAMED EXECUTIVES OFFICERS.

04             ADVISORY VOTE TO DESIGNATE THE FREQUENCY OF FUTURE ADVISORY      Management          Abstain            Against
               VOTES ON THE COMPENSATION OF ADPT'S NAMED EXECUTIVE OFFICERS.

05             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING DECEMBER 31, 2011.


SPARTAN MOTORS, INC.


                                                                                                    
SECURITY                             846819100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SPAR                                       MEETING DATE                 25-May-2011
ISIN                                 US8468191007                               AGENDA                       933437990 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD R. CURRENT                                                        For                For

               2          HUGH W. SLOAN, JR.                                                        For                For

02             PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF BDO      Management          For                For
               USA LLP AS INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.

03             PROPOSAL TO APPROVE THE SPARTAN MOTORS, INC. 2011 EMPLOYEE       Management          For                For
               STOCK PURCHASE PLAN.

04             PROPOSAL TO ADOPT ADVISORY (NON-BINDING) SHAREHOLDER             Management          Abstain            Against
               RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE
               OFFICERS.

05             PROPOSAL TO ADOPT ADVISORY (NON-BINDING) SHAREHOLDER             Management          Abstain            Against
               RECOMMENDATION REGARDING FREQUENCY OF FUTURE SHAREHOLDER
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


KATY INDUSTRIES, INC.


                                                                                                    
SECURITY                             486026107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KATY                                       MEETING DATE                 25-May-2011
ISIN                                 US4860261076                               AGENDA                       933451306 - 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 INDEPENDENT PUBLIC     Management          For                For
               ACCOUNTANTS OF KATY.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 127
The Gabelli Small Cap Growth Fund

EL PASO ELECTRIC COMPANY


                                                                                                    
SECURITY                             283677854                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EE                                         MEETING DATE                 26-May-2011
ISIN                                 US2836778546                               AGENDA                       933416566 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CATHERINE A. ALLEN                                                        For                For

               2          KENNETH R. HEITZ                                                          For                For

               3          MICHAEL K. PARKS                                                          For                For

               4          ERIC B. SIEGEL                                                            For                For

02             RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT    Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.


WENDY'S/ARBY'S GROUP, INC.


                                                                                                    
SECURITY                             950587105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WEN                                        MEETING DATE                 26-May-2011
ISIN                                 US9505871056                               AGENDA                       933418243 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          NELSON PELTZ                                                              For                For

               2          PETER W. MAY                                                              For                For

               3          CLIVE CHAJET                                                              For                For

               4          EDWARD P. GARDEN                                                          For                For

               5          JANET HILL                                                                For                For

               6          JOSEPH A. LEVATO                                                          For                For

               7          J. RANDOLPH LEWIS                                                         For                For

               8          PETER H. ROTHSCHILD                                                       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 APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF          Management          For                For
               INCORPORATION TO ALLOW MAJORITY VOTING IN DIRECTOR ELECTIONS.

03             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE        Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.

04             TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.     Management          Abstain            Against

05             TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY    Management          Abstain            Against
               ONE, TWO OR THREE YEARS.


COLLECTIVE BRANDS, INC.


                                                                                                    
SECURITY                             19421W100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PSS                                        MEETING DATE                 26-May-2011
ISIN                                 US19421W1009                               AGENDA                       933422230 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT F. MORAN                                                           For                For

               2          MATTHEW A. OUIMET                                                         For                For

               3          MATTHEW E. RUBEL                                                          For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY        Management          Abstain            Against
               VOTES ON EXECUTIVE COMPENSATION.

04             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE           Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE YEAR 2011.


BOYD GAMING CORPORATION


                                                                                                    
SECURITY                             103304101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BYD                                        MEETING DATE                 26-May-2011
ISIN                                 US1033041013                               AGENDA                       933424260 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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

               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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 128
The Gabelli Small Cap Growth Fund


                                                                                                           
2              TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE        Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

3              TO REAPPROVE THE COMPANY'S 2000 EXECUTIVE MANAGEMENT             Management          For                For
               INCENTIVE PLAN.

4              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

5              ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.


PRIVATEBANCORP, INC.


                                                                                                    
SECURITY                             742962103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PVTB                                       MEETING DATE                 26-May-2011
ISIN                                 US7429621037                               AGENDA                       933429587 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RALPH B. MANDELL                                                          For                For

               2          C. MAYBERRY MCKISSACK                                                     For                For

               3          EDWARD W. RABIN                                                           For                For

               4          LARRY D. RICHMAN                                                          For                For

02             PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE     Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             PROPOSAL FOR AN ADVISORY (NON-BINDING) VOTE TO APPROVE 2010      Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             PROPOSAL TO APPROVE THE PRIVATEBANCORP, INC. 2011 INCENTIVE      Management          Against            Against
               COMPENSATION PLAN.


GRAFTECH INTERNATIONAL LTD.


                                                                                                    
SECURITY                             384313102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GTI                                        MEETING DATE                 26-May-2011
ISIN                                 US3843131026                               AGENDA                       933429690 - 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          NATHAN MILIKOWSKY                                                         For                For

               6          MICHAEL C. NAHL                                                           For                For

               7          STEVEN R. SHAWLEY                                                         For                For

               8          CRAIG S. SHULAR                                                           For                For

02             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

03             TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, HOW FREQUENTLY     Management          Abstain            Against
               WE WILL HAVE FUTURE ADVISORY VOTES ON OUR EXECUTIVE
               COMPENSATION - EVERY ONE, TWO OR THREE YEARS.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               CURRENT FISCAL YEAR ENDING DECEMBER 31, 2011.


NEW ULM TELECOM INC


                                                                                                    
SECURITY                             649060100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NULM                                       MEETING DATE                 26-May-2011
ISIN                                 US6490601001                               AGENDA                       933431049 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
                                                                                                           
01             DIRECTOR                                                         Management

               1          PAUL ERICK                                                                For                For

               2          DUANE LAMBRECHT                                                           For                For

02             TO RATIFY THE SELECTION OF OLSEN THIELEN & CO., LTD. AS THE      Management          For                For
               COMPANY'S INDEPENDENT PUBLIC ACCOUNTING FIRM.


PARK-OHIO HOLDINGS CORP.


                                                                                                    
SECURITY                             700666100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PKOH                                       MEETING DATE                 26-May-2011
ISIN                                 US7006661000                               AGENDA                       933434069 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KEVIN R. GREENE                                                           For                For

               2          A. MALACHI MIXON III                                                      For                For

               3          DAN T. MOORE III                                                          For                For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS              Management          For                For
               INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 129
The Gabelli Small Cap Growth Fund


                                                                                                           
03             APPROVAL OF THE PARK-OHIO HOLDINGS CORP. ANNUAL CASH BONUS       Management          For                For
               PLAN.

04             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.           Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               NAMED EXECUTIVE OFFICER COMPENSATION.


INTERPUBLIC GROUP OF COMPANIES, INC.


                                                                                                    
SECURITY                             460690100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IPG                                        MEETING DATE                 26-May-2011
ISIN                                 US4606901001                               AGENDA                       933436835 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: REGINALD K. BRACK                          Management          For                For

1B             ELECTION OF DIRECTOR: JOCELYN CARTER-MILLER                      Management          For                For

1C             ELECTION OF DIRECTOR: JILL M. CONSIDINE                          Management          For                For

1D             ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN                       Management          For                For

1E             ELECTION OF DIRECTOR: MARY J. STEELE GUILFOILE                   Management          For                For

1F             ELECTION OF DIRECTOR: H. JOHN GREENIAUS                          Management          For                For

1G             ELECTION OF DIRECTOR: WILLIAM T. KERR                            Management          For                For

1H             ELECTION OF DIRECTOR: MICHAEL I. ROTH                            Management          For                For

1I             ELECTION OF DIRECTOR: DAVID M. THOMAS                            Management          For                For

02             CONFIRM THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS         Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             PROPOSAL TO APPROVE THE ADVISORY VOTE ON EXECUTIVE               Management          Abstain            Against
               COMPENSATION.

04             PROPOSAL TO RECOMMEND THE FREQUENCY OF AN ADVISORY VOTE ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER MEETINGS.            Shareholder         Against            For


LAMAR ADVERTISING COMPANY


                                                                                                    
SECURITY                             512815101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LAMR                                       MEETING DATE                 26-May-2011
ISIN                                 US5128151017                               AGENDA                       933440389 - 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          STEPHEN P. MUMBLOW                                                        For                For

               4          THOMAS V. REIFENHEISER                                                    For                For

               5          ANNA REILLY                                                               For                For

               6          KEVIN P. REILLY, JR.                                                      For                For

               7          WENDELL REILLY                                                            For                For

02             NON-BINDING, ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.    Management          Abstain            Against

03             NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE            Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.


ALBANY INTERNATIONAL CORP.


                                                                                                    
SECURITY                             012348108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        AIN                                        MEETING DATE                 27-May-2011
ISIN                                 US0123481089                               AGENDA                       933416794 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: JOHN F. CASSIDY, JR.                       Management          For                For

1B             ELECTION OF DIRECTOR: PAULA H.J. CHOLMONDELEY                    Management          For                For

1C             ELECTION OF DIRECTOR: EDGAR G. HOTARD                            Management          For                For

1D             ELECTION OF DIRECTOR: ERLAND E. KAILBOURNE                       Management          For                For

1E             ELECTION OF DIRECTOR: JOSEPH G. MORONE                           Management          For                For

1F             ELECTION OF DIRECTOR: JUHANI PAKKALA                             Management          For                For

1G             ELECTION OF DIRECTOR: CHRISTINE L. STANDISH                      Management          For                For

1H             ELECTION OF DIRECTOR: JOHN C. STANDISH                           Management          For                For

02             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management          For                For
               AS INDEPENDENT AUDITOR.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF VOTING ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             TO APPROVE THE COMPANY'S 2011 INCENTIVE COMPENSATION PLAN.       Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 130
The Gabelli Small Cap Growth Fund

STEVEN MADDEN, LTD.


                                                                                                    
SECURITY                             556269108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SHOO                                       MEETING DATE                 27-May-2011
ISIN                                 US5562691080                               AGENDA                       933418382 - 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             TO RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS THE COMPANY'S    Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE EXECUTIVE          Management          Abstain            Against
               COMPENSATION DESCRIBED IN THE STEVEN MADDEN, LTD PROXY
               STATEMENT.

04             TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF     Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.


TRANSACT TECHNOLOGIES INCORPORATED


                                                                                                    
SECURITY                             892918103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TACT                                       MEETING DATE                 27-May-2011
ISIN                                 US8929181035                               AGENDA                       933422747 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS R. SCHWARZ                                                         For                For

               2          BART C. SHULDMAN                                                          For                For

02             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   Management          For                For



PEET'S COFFEE & TEA, INC.


                                                                                                    
SECURITY                             705560100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PEET                                       MEETING DATE                 27-May-2011
ISIN                                 US7055601006                               AGENDA                       933425515 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GERALD BALDWIN                                                            For                For

               2          HILARY BILLINGS                                                           For                For

               3          ELIZABETH SARTAIN                                                         For                For

02             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE PEET'S          Management          Against            Against
               COFFEE & TEA, INC. 2010 EQUITY INCENTIVE PLAN.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY       Management          Abstain            Against
               SHAREHOLDER APPROVAL OF EXECUTIVE COMPENSATION.

05             TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR ITS FISCAL YEAR ENDING JANUARY 1, 2012.


WATSCO, INC.


                                                                                                    
SECURITY                             942622101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        WSOB                                       MEETING DATE                 27-May-2011
ISIN                                 US9426221019                               AGENDA                       933443246 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DENISE DICKINS                                                            For                For

               2          PAUL F. MANLEY                                                            For                For

02             TO APPROVE, ADOPT AND RATIFY THE FOURTH AMENDED AND RESTATED     Management          For                For
               1996 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN.

03             NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.       Management          Abstain            Against

04             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF NON-BINDING        Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


VOYAGER OIL & GAS INC


                                                                                                    
SECURITY                             92911K100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VOG                                        MEETING DATE                 27-May-2011
ISIN                                 US92911K1007                               AGENDA                       933447117 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          LYLE BERMAN                                                               For                For

               2          TERRY HARRIS                                                              For                For

               3          JOSEPH LAHTI                                                              For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 131
The Gabelli Small Cap Growth Fund


                                                                                                           
               4          STEVEN LIPSCOMB                                                           For                For

               5          MYRNA PATTERSON MCLEROY                                                   For                For

               6          J. RUSSELL (JR) REGER                                                     For                For

               7          LOREN J. O'TOOLE II                                                       For                For

               8          MITCHELL R. THOMPSON                                                      For                For

               9          JOSH SHERMAN                                                              For                For

02             APPROVE THE 2011 EQUITY INCENTIVE PLAN.                          Management          Against            Against

03             APPROVE A CHANGE OF OUR STATE OF INCORPORATION FROM DELAWARE     Management          For                For
               TO MONTANA.

04             APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO         Management          For                For
               INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
               100,000,000 TO 200,000,000.

05             RATIFY THE APPOINTMENT OF MANTYLA MCREYNOLDS LLC AS              Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
               FISCAL YEAR.

06             TO MAKE AN ADVISORY NON-BINDING VOTE TO APPROVE THE              Management          Abstain            Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

07             TO MAKE AN ADVISORY NON-BINDING VOTE ON THE FREQUENCY OF AN      Management          Abstain            Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.


IRISH CONTINENTAL GROUP PLC


                                                                                                    
SECURITY                             G49406146                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 01-Jun-2011
ISIN                                 IE0033336516                               AGENDA                       703037641 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              To receive and consider the 2010 financial statements and the    Management          For                For
               reports of the directors and auditor thereon

2              To declare a final dividend                                      Management          For                For

3.A            To re-elect J.B.McGuckian                                        Management          For                For

3.B            To re-elect G.O'Dea                                              Management          For                For

4              To authorise the directors to fix the auditors remuneration      Management          For                For

5              General authority to allot relevant securities                   Management          For                For

6              To disapply the statutory pre-emption rights on rights issues    Management          For                For
               and grant of employee share options

7              To disapply the statutory pre-emption rights on other issues     Management          For                For
               up to 5% of the present issued share capital

8              To authorise the Company to make market purchases of its own     Management          For                For
               shares

9              Authority to convene certain general meetings on 14 days         Management          For                For
               notice


MET-PRO CORPORATION


                                                                                                    
SECURITY                             590876306                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MPR                                        MEETING DATE                 01-Jun-2011
ISIN                                 US5908763064                               AGENDA                       933422711 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JUDITH A. SPIRES                                                          For                For

               2          STANLEY W. SILVERMAN                                                      For                For

02             ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S       Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

03             ADVISORY VOTE AS TO THE FREQUENCY WITH WHICH SHAREHOLDERS OF     Management          Abstain            Against
               THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON THE
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04             TO APPROVE AN AMENDMENT TO THE 2008 EQUITY INCENTIVE PLAN TO     Management          For                For
               AUTHORIZE AWARDS UNDER THE PLAN THAT COMPLY WITH THE
               EXEMPTIONS FROM THE DEDUCTION LIMITATIONS IMPOSED UNDER
               SECTION 162(M) OF THE U.S. INTERNAL REVENUE CODE OF 1986.

05             TO RATIFY THE SELECTION OF MARCUM LLP AS INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTANTS.


THE CHEESECAKE FACTORY INCORPORATED


                                                                                                    
SECURITY                             163072101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CAKE                                       MEETING DATE                 01-Jun-2011
ISIN                                 US1630721017                               AGENDA                       933423410 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: DAVID OVERTON                              Management          For                For

1B             ELECTION OF DIRECTOR: ALLEN J. BERNSTEIN                         Management          For                For

1C             ELECTION OF DIRECTOR: ALEXANDER L. CAPPELLO                      Management          For                For

1D             ELECTION OF DIRECTOR: THOMAS L. GREGORY                          Management          For                For

1E             ELECTION OF DIRECTOR: JEROME I. KRANSDORF                        Management          For                For

1F             ELECTION OF DIRECTOR: DAVID B. PITTAWAY                          Management          For                For

1G             ELECTION OF DIRECTOR: HERBERT SIMON                              Management          For                For

02             TO APPROVE THE AMENDMENT TO THE 2010 STOCK INCENTIVE PLAN TO     Management          Against            Against
               INCREASE AUTHORIZED SHARES.

03             TO RATIFY OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR 2011, ENDING JANUARY 3, 2012.

04             TO APPROVE, BY NON-BINDING VOTE, THE ADVISORY RESOLUTION ON      Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF THE            Management          Abstain            Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 132
The Gabelli Small Cap Growth Fund

LAKES ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             51206P109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LACO                                       MEETING DATE                 01-Jun-2011
ISIN                                 US51206P1093                               AGENDA                       933425957 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          LYLE BERMAN                                                               For                For

               2          TIMOTHY J. COPE                                                           For                For

               3          NEIL I. SELL                                                              For                For

               4          RAY MOBERG                                                                For                For

               5          LARRY C. BARENBAUM                                                        For                For

               6          RICHARD D. WHITE                                                          For                For

2              THE RATIFICATION OF THE APPOINTMENT OF PIERCY BOWLER TAYLOR &    Management          For                For
               KERN, CERTIFIED PUBLIC ACCOUNTANTS, AS OUR INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.

3              THE TRANSACTION OF ANY OTHER BUSINESS AS MAY PROPERLY COME       Management          For                For
               BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR
               POSTPONEMENTS OF THE ANNUAL MEETING


SORL AUTO PARTS, INC.


                                                                                                    
SECURITY                             78461U101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SORL                                       MEETING DATE                 01-Jun-2011
ISIN                                 US78461U1016                               AGENDA                       933427999 - 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 EFP ROTENBERG, LLP AS THE           Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.


GRAY TELEVISION INC


                                                                                                    
SECURITY                             389375205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GTNA                                       MEETING DATE                 01-Jun-2011
ISIN                                 US3893752051                               AGENDA                       933431443 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD L. BOGER                                                          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 133
The Gabelli Small Cap Growth Fund


                                                                                                           
               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             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          For                For

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          3 Years            For
               COMPENSATION VOTES.

04             TO RATIFY THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


MOLYCORP INC


                                                                                                    
SECURITY                             608753109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MCP                                        MEETING DATE                 01-Jun-2011
ISIN                                 US6087531090                               AGENDA                       933439754 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RUSSELL D. BALL                                                           For                For

               2          CHARLES R. HENRY                                                          For                For

               3          JACK E. THOMPSON                                                          For                For

02             TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION    Management          Abstain            Against
               OF OUR NAMED EXECUTIVE OFFICERS.

03             TO RECOMMEND, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY     Management          Abstain            Against
               OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

04             TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT          Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


ROPER INDUSTRIES, INC.


                                                                                                    
SECURITY                             776696106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ROP                                        MEETING DATE                 01-Jun-2011
ISIN                                 US7766961061                               AGENDA                       933443296 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD F. WALLMAN                                                        For                For

               2          CHRISTOPHER WRIGHT                                                        For                For

02             THE ADOPTION, ON A NON-BINDING, ADVISORY BASIS, OF A             Management          Abstain            Against
               RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

03             THE SELECTION, ON A NON-BINDING, ADVISORY BASIS, OF THE          Management          Abstain            Against
               FREQUENCY OF THE STOCKHOLDER VOTE ON THE COMPENSATION OF OUR
               NAMED EXECUTIVE OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE INDEPENDENT REGISTERED ACCOUNTING FIRM OF THE COMPANY.


IMAX CORPORATION


                                                                                                    
SECURITY                             45245E109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IMAX                                       MEETING DATE                 01-Jun-2011
ISIN                                 CA45245E1097                               AGENDA                       933446646 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ERIC A. DEMIRIAN                                                          For                For

               2          DAVID W. LEEBRON                                                          For                For

               3          MARTIN POMPADUR                                                           For                For

               4          MARC A. UTAY                                                              For                For

02             IN RESPECT OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP      Management          For                For
               AS AUDITORS OF THE COMPANY AND AUTHORIZING THE DIRECTORS TO
               FIX THEIR REMUNERATION. NOTE: VOTING WITHHOLD IS THE
               EQUIVALENT TO VOTING ABSTAIN.

03             ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED     Management          Abstain            Against
               EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY
               CIRCULAR AND PROXY STATEMENT.

04             ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES    Management          Abstain            Against
               ON EXECUTIVE OFFICER COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 134
The Gabelli Small Cap Growth Fund

MDC PARTNERS INC.


                                                                                                    
SECURITY                             552697104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MDCA                                       MEETING DATE                 01-Jun-2011
ISIN                                 CA5526971042                               AGENDA                       933449781 - 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 USA, LLP TO ACT AS AUDITORS OF       Management          For                For
               MDC PARTNERS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR
               REMUNERATION.

03             A RESOLUTION APPROVING THE COMPANY'S 2011 STOCK INCENTIVE        Management          Against            Against
               PLAN.

04             A NON-BINDING ADVISORY RESOLUTION ON THE COMPANY'S EXECUTIVE     Management          Withheld           Against
               COMPENSATION.

05             WITH RESPECT TO A NON-BINDING RESOLUTION ON THE FREQUENCY OF     Management          Abstain            Against
               SHAREHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.


SINCLAIR BROADCAST GROUP, INC.


                                                                                                    
SECURITY                             829226109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SBGI                                       MEETING DATE                 02-Jun-2011
ISIN                                 US8292261091                               AGENDA                       933425159 - 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          BASIL A. THOMAS                                                           For                For

               6          LAWRENCE E. MCCANNA                                                       For                For

               7          DANIEL C. KEITH                                                           For                For

               8          MARTIN R. LEADER                                                          For                For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               YEAR ENDING DECEMBER 31, 2011.

03             NON-BINDING ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION.         Management          Abstain            Against

04             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES     Management          Abstain            Against
               ON OUR EXECUTIVE COMPENSATION.


ACTIVISION BLIZZARD, INC.


                                                                                                    
SECURITY                             00507V109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ATVI                                       MEETING DATE                 02-Jun-2011
ISIN                                 US00507V1098                               AGENDA                       933427189 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: PHILIPPE G.H. CAPRON                       Management          For                For

1B             ELECTION OF DIRECTOR: ROBERT J. CORTI                            Management          For                For

1C             ELECTION OF DIRECTOR: FREDERIC R. CREPIN                         Management          For                For

1D             ELECTION OF DIRECTOR: LUCIAN GRAINGE                             Management          For                For

1E             ELECTION OF DIRECTOR: BRIAN G. KELLY                             Management          For                For

1F             ELECTION OF DIRECTOR: ROBERT A. KOTICK                           Management          For                For

1G             ELECTION OF DIRECTOR: JEAN-BERNARD LEVY                          Management          For                For

1H             ELECTION OF DIRECTOR: ROBERT J. MORGADO                          Management          For                For

1I             ELECTION OF DIRECTOR: STEPHANE ROUSSEL                           Management          For                For

1J             ELECTION OF DIRECTOR: RICHARD SARNOFF                            Management          For                For

1K             ELECTION OF DIRECTOR: REGIS TURRINI                              Management          For                For

02             ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.       Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.


MACQUARIE INFRASTRUCTURE CO. LLC


                                                                                                    
SECURITY                             55608B105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MIC                                        MEETING DATE                 02-Jun-2011
ISIN                                 US55608B1052                               AGENDA                       933428991 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          NORMAN H. BROWN, JR.                                                      For                For

               2          GEORGE W. CARMANY, III                                                    For                For

               3          WILLIAM H. WEBB                                                           For                For

02             THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR             Management          For                For
               INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31,
               2011.

03             THE APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.   Management          Abstain            Against

04             THE APPROVAL, ON AN ADVISORY BASIS, OF FUTURE ADVISORY VOTES     Management          Abstain            Against
               ON EXECUTIVE COMPENSATION EVERY YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 135
The Gabelli Small Cap Growth Fund

CANTERBURY PARK HOLDING CORPORATION


                                                                                                    
SECURITY                             13811E101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CPHC                                       MEETING DATE                 02-Jun-2011
ISIN                                 US13811E1010                               AGENDA                       933429070 - 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

02             RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS THE         Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL 2011.

03             APPROVAL OF AMENDMENT OF COMPANY'S STOCK PLAN TO PERMIT          Management          For                For
               COMPENSATION OF DIRECTORS THROUGH ANNUAL DISCRETIONARY AWARDS
               OF RESTRICTED STOCK AND STOCK OPTIONS.


PAETEC HOLDING CORP.


                                                                                                    
SECURITY                             695459107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PAET                                       MEETING DATE                 02-Jun-2011
ISIN                                 US6954591078                               AGENDA                       933432368 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          TANSUKH V. GANATRA                                                        For                For

               2          WILLIAM R. MCDERMOTT                                                      For                For

               3          MARK ZUPAN                                                                For                For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               PAETEC HOLDING CORP.'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR

03             APPROVAL OF THE PAETEC HOLDING CORP. 2011 OMNIBUS INCENTIVE      Management          Against            Against
               PLAN

04             APPROVAL, BY NON-BINDING, ADVISORY VOTE, OF PAETEC HOLDING       Management          Abstain            Against
               CORP.'S NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN
               THE PROXY STATEMENT

05             NON-BINDING, ADVISORY VOTE ON WHETHER PAETEC HOLDING CORP.       Management          Abstain            Against
               SHOULD HOLD A NON-BINDING, ADVISORY VOTE BY STOCKHOLDERS TO
               APPROVE PAETEC'S NAMED EXECUTIVE OFFICER COMPENSATION EVERY 1
               YEAR, 2 YEARS OR 3 YEARS


CADIZ INC.


                                                                                                    
SECURITY                             127537207                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CDZI                                       MEETING DATE                 02-Jun-2011
ISIN                                 US1275372076                               AGENDA                       933436102 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KEITH BRACKPOOL                                                           For                For

               2          MURRAY H. HUTCHISON                                                       For                For

               3          TIMOTHY J. SHAHEEN                                                        For                For

               4          WINSTON HICKOX                                                            For                For

               5          GEOFFREY GRANT                                                            For                For

               6          RAYMOND J. PACINI                                                         For                For

               7          STEPHEN E. COURTER                                                        For                For

02             RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT        Management          For                For
               AUDITOR

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE      Management          Abstain            Against
               PROXY MATERIALS

04             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION         Management          Abstain            Against
               ADVISORY VOTES, EVERY


DYNASTY FINE WINES GROUP LTD


                                                                                                    
SECURITY                             G2950W108                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 03-Jun-2011
ISIN                                 KYG2950W1087                               AGENDA                       702971183 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20110418/LTN2
               0110418662.pdf




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 136
The Gabelli Small Cap Growth Fund


                                                                                                           
CMMT           PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR'     Non-Voting
               OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.

1              To receive and consider the Audited Consolidated Financial       Management          For                For
               Statements of the Company and its subsidiaries and the
               Reports of the Directors and Auditor for the year ended 31
               December 2010

2              To approve and declare dividends                                 Management          For                For

3.a            To re-elect the following Director: Mr. Bai Zhisheng             Management          For                For

3.b            To re-elect the following Director: Mr. Wu Xuemin                Management          For                For

3.c            To re-elect the following Director: Mr. Dong Jingrui             Management          For                For

3.d            To re-elect the following Director: Mr. Robert Luc               Management          For                For

3.e            To re-elect the following Director: Mr. Chau Ka Wah, Arthur      Management          For                For

3.f            To re-elect the following Director: Mr. Yeung Ting Lap Derek     Management          For                For
               Emory

4              To authorise the Board of Directors to fix the remuneration      Management          For                For
               of the Directors

5              To re-appoint the Company's auditor and to authorise the         Management          For                For
               Board of Directors to fix its remuneration

6              To grant an unconditional mandate to the Directors to issue      Management          For                For
               and allot shares

7              To grant an unconditional mandate to the Directors to            Management          For                For
               repurchase the Company's own shares

8              To extend the mandate granted under Resolution No. 6 by          Management          For                For
               adding the aggregate nominal amount of the shares repurchased
               by the Company pursuant to Resolution No. 7

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL     Non-Voting
               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.


ANIKA THERAPEUTICS, INC.


                                                                                                    
SECURITY                             035255108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ANIK                                       MEETING DATE                 07-Jun-2011
ISIN                                 US0352551081                               AGENDA                       933439413 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEVEN E. WHEELER                                                         For                For

               2          CHARLES H. SHERWOOD PHD                                                   For                For

02             APPROVAL OF THE ANIKA THERAPEUTICS, INC. SECOND AMENDED AND      Management          Against            Against
               RESTATED 2003 STOCK OPTION AND INCENTIVE PLAN

03             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC     Management          For                For
               ACCOUNTING FIRM

04             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS

05             FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE    Management          Abstain            Against
               COMPANY'S NAMED EXECUTIVE OFFICERS


PATTERSON-UTI ENERGY, INC.


                                                                                                    
SECURITY                             703481101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PTEN                                       MEETING DATE                 08-Jun-2011
ISIN                                 US7034811015                               AGENDA                       933429866 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MARK S. SIEGEL                                                            For                For

               2          KENNETH N. BERNS                                                          For                For

               3          CHARLES O. BUCKNER                                                        For                For

               4          CURTIS W. HUFF                                                            For                For

               5          TERRY H. HUNT                                                             For                For

               6          KENNETH R. PEAK                                                           For                For

               7          CLOYCE A. TALBOTT                                                         For                For

02             APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE CRITERIA       Management          For                For
               UNDER PATTERSON-UTI'S LONG-TERM INCENTIVE PLAN.

03             APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.

05             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management          For                For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
               PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


TREE.COM INC


                                                                                                    
SECURITY                             894675107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TREE                                       MEETING DATE                 08-Jun-2011
ISIN                                 US8946751075                               AGENDA                       933439780 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER HORAN                                                               For                For

               2          W. MAC LACKEY                                                             For                For






ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 137
The Gabelli Small Cap Growth Fund


                                                                                                           
               3          DOUGLAS LEBDA                                                             For                For

               4          JOSEPH LEVIN                                                              For                For

               5          PATRICK MCCRORY                                                           For                For

               6          LANCE MELBER                                                              For                For

               7          STEVEN OZONIAN                                                            For                For

02             APPROVAL OF THE ADVISORY (NON-BINDING) RESOLUTION RELATING TO    Management          Abstain            Against
               EXECUTIVE COMPENSATION.

03             ADVISORY (NON-BINDING) VOTE REGARDING FREQUENCY OF EXECUTIVE     Management          Abstain            Against
               COMPENSATION STOCKHOLDER VOTE.

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
               THE 2011 FISCAL YEAR.


EDGEWATER TECHNOLOGY, INC.


                                                                                                    
SECURITY                             280358102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EDGW                                       MEETING DATE                 08-Jun-2011
ISIN                                 US2803581022                               AGENDA                       933440062 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              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          DANIEL O'CONNELL                                                          For                For

2              TO APPROVE THE PROPOSED AMENDMENT TO THE EDGEWATER               Management          For                For
               TECHNOLOGY, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN TO
               INCREASE THE AUTHORIZED SHARES UNDER THE PLAN FROM 500,000 TO
               1,200,000

3              SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE       Management          Abstain            Against
               COMPENSATION

4              SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE        Management          Abstain            Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION

5              RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE INDEPENDENT        Management          For                For
               AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2011


SL INDUSTRIES, INC.


                                                                                                    
SECURITY                             784413106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SLI                                        MEETING DATE                 08-Jun-2011
ISIN                                 US7844131067                               AGENDA                       933452877 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GLEN M. KASSAN                                                            For                For

               2          AVRUM GRAY                                                                For                For

               3          WARREN LICHTENSTEIN                                                       For                For

               4          MARK E. SCHWARZ                                                           For                For

               5          JAMES A. RISHER                                                           For                For

02             TO APPROVE AN AMENDMENT OF THE COMPANY'S 2008 INCENTIVE STOCK    Management          For                For
               PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY'S COMMON
               STOCK SUBJECT TO THE 2008 INCENTIVE STOCK PLAN FROM 315,000
               SHARES TO 450,000 SHARES.

03             RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


ANIMAL HEALTH INTERNATIONAL, INC.


                                                                                                    
SECURITY                             03525N109                                  MEETING TYPE                 Special
TICKER SYMBOL                        AHII                                       MEETING DATE                 08-Jun-2011
ISIN                                 US03525N1090                               AGENDA                       933454984 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE "MERGER           Management          For                For
               AGREEMENT") DATED AS OF MARCH 14, 2011, AMONG ANIMAL HEALTH
               INTERNATIONAL, INC., LEXTRON, INC. AND BUFFALO ACQUISITION,
               INC., A WHOLLY-OWNED SUBSIDIARY OF LEXTRON , INC., ALL AS
               MORE FULLY DESCRIBED AS PER THE PROXY STATEMENT.

02             TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF         Management          For                For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ADOPTION
               OF THE MERGER AGREEMENT.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 138
The Gabelli Small Cap Growth Fund

ORIENT-EXPRESS HOTELS LTD.


                                                                                                    
SECURITY                             G67743107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OEH                                        MEETING DATE                 09-Jun-2011
ISIN                                 BMG677431071                               AGENDA                       933435996 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          HARSHA V. AGADI                                                           For                For

               2          JOHN D. CAMPBELL                                                          For                For

               3          MITCHELL C. HOCHBERG                                                      For                For

               4          PRUDENCE M. LEITH                                                         For                For

               5          J. ROBERT LOVEJOY                                                         For                For

               6          PHILIP R. MENGEL                                                          For                For

               7          GEORG R. RAFAEL                                                           For                For

               8          PAUL M. WHITE                                                             For                For

02             APPROVAL OF INCREASE IN THE NUMBER OF CLASS A COMMON SHARES      Management          For                For
               WHICH THE COMPANY IS AUTHORIZED TO ISSUE FROM 120,000,000
               SHARES TO 240,000,000 SHARES.

03             APPOINTMENT OF DELOITTE LLP AS THE COMPANY'S INDEPENDENT         Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM, AND AUTHORIZATION OF THE
               AUDIT COMMITTEE TO FIX ACCOUNTING FIRM'S REMUNERATION.


OPKO HEALTH, INC.


                                                                                                    
SECURITY                             68375N103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        OPK                                        MEETING DATE                 09-Jun-2011
ISIN                                 US68375N1037                               AGENDA                       933439994 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PHILLIP FROST, M.D.                                                       For                For

               2          J.H. HSIAO, PH.D., MBA                                                    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

02             A NON-BINDING ADVISORY VOTE ON THE COMPENSATION PAID TO NAMED    Management          Abstain            Against
               EXECUTIVE OFFICERS OF THE COMPANY ("SAY ON PAY").

03             A NON-BINDING ADVISORY VOTE ON THE FREQUENCY WITH WHICH          Management          Abstain            Against
               STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON SAY ON PAY.


EXACTECH, INC.


                                                                                                    
SECURITY                             30064E109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EXAC                                       MEETING DATE                 09-Jun-2011
ISIN                                 US30064E1091                               AGENDA                       933440644 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RICHARD C. SMITH                                                          For                For

               2          WILLIAM PETTY, M.D.                                                       For                For

               3          R. WYNN KEARNEY JR., MD                                                   For                For

02             APPROVE THE NON-BINDING ADVISORY RESOLUTION ON THE NAMED         Management          Abstain            Against
               EXECUTIVE OFFICERS' COMPENSATION

03             APPROVE THE NON-BINDING ADVISORY RESOLUTION ON THE FREQUENCY     Management          Abstain            Against
               OF THE ADVISORY VOTE ON THE NAMED EXECUTIVE OFFICERS'
               COMPENSATION

04             APPROVE THE AMENDMENT TO THE 2009 EXECUTIVE COMPENSATION PLAN    Management          Against            Against

05             RATIFY SELECTION OF MCGLADREY & PULLEN, LLP AS THE COMPANY'S     Management          For                For
               PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR ENDING DECEMBER 31, 2011


UNION DRILLING INC.


                                                                                                    
SECURITY                             90653P105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        UDRL                                       MEETING DATE                 09-Jun-2011
ISIN                                 US90653P1057                               AGENDA                       933442953 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          THOMAS H. O'NEILL, JR.                                                    For                For

               2          GREGORY D. MYERS                                                          For                For

               3          CHRISTOPHER D. STRONG                                                     For                For

02             TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPANY'S          Management          Abstain            Against
               EXECUTIVE COMPENSATION.

03             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE          Management          Abstain            Against
               COMPENSATION ADVISORY VOTES.

04             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE              Management          For                For
               INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
               ENDING DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 139
The Gabelli Small Cap Growth Fund

PENN NATIONAL GAMING, INC.


                                                                                                    
SECURITY                             707569109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PENN                                       MEETING DATE                 09-Jun-2011
ISIN                                 US7075691094                               AGENDA                       933444983 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          PETER M. CARLINO                                                          For                For

               2          HAROLD CRAMER                                                             For                For

               3          SAUL V. REIBSTEIN                                                         For                For

02             RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S               Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2008 LONG TERM         Management          Against            Against
               INCENTIVE COMPENSATION PLAN (THE "PLAN") TO INCREASE THE
               TOTAL NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND TO APPROVE
               THE PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL
               REVENUE CODE.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION     Management          Abstain            Against
               VOTE.

06             SHAREHOLDER PROPOSAL ON MAJORITY VOTING.                         Shareholder         Against            For


LAYNE CHRISTENSEN COMPANY


                                                                                                    
SECURITY                             521050104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LAYN                                       MEETING DATE                 09-Jun-2011
ISIN                                 US5210501046                               AGENDA                       933454085 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DAVID A.B. BROWN                                                          For                For

               2          J. SAMUEL BUTLER                                                          For                For

               3          ROBERT R. GILMORE                                                         For                For

               4          ANTHONY B. HELFET                                                         For                For

               5          NELSON OBUS                                                               For                For

               6          JEFFREY J. REYNOLDS                                                       For                For

               7          RENE J. ROBICHAUD                                                         For                For

               8          ANDREW B. SCHMITT                                                         For                For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

03             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON            Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             PROPOSAL TO RATIFY THE SELECTION OF THE ACCOUNTING FIRM OF       Management          For                For
               DELOITTE & TOUCHE LLP AS LAYNE CHRISTENSEN'S INDEPENDENT
               AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2012.

05             STOCKHOLDER PROPOSAL REGARDING THE PREPARATION OF A              Shareholder         For                For
               SUSTAINABILITY REPORT.


TINGYI CAYMAN IS HLDG CORP


                                                                                                    
SECURITY                             G8878S103                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 10-Jun-2011
ISIN                                 KYG8878S1030                               AGENDA                       702891347 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING     Non-Voting
               ON THE URL LINK:-
               http://www.hkexnews.hk/listedco/listconews/sehk/20110331/LTN2
               0110331287.pdf

CMMT           PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR'     Non-Voting
               OR 'AGAINST'-ONLY FOR ALL RESOLUTIONS. THANK YOU.

1              To receive and consider the audited accounts and the reports     Management          For                For
               of the directors and auditors for the year ended 31 December
               2010

2              To declare the payment of a final dividend for the year ended    Management          For                For
               31 December 2010

3.1            To re-elect the retiring director and authorise the Directors    Management          For                For
               to fix their remuneration: Mr. Ryo Yoshizawa

3.2            To re-elect the retiring director and authorise the Directors    Management          For                For
               to fix their remuneration: Mr. Wu Chung-Yi

3.3            To re-elect the retiring director and authorise the Directors    Management          For                For
               to fix their remuneration: Mr. Junichiro Ida

4              To re-appoint Mazars CPA Limited as auditors of the Company      Management          For                For
               and authorise the directors to fix their remuneration

5              To consider and approve the general mandate for issue of         Management          For                For
               shares

6              To consider and approve the general mandate to repurchase        Management          For                For
               shares in the capital of the Company

7              To consider and approve that the aggregate nominal amount of     Management          For                For
               shares which are repurchased by the Company shall be added to
               the aggregate nominal amount of the shares which may be
               alloted pursuant to the general mandate for issue of shares

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR    Non-Voting
               NAME. IF YOU HAV-E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
               RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 140
The Gabelli Small Cap Growth Fund

COLDWATER CREEK INC.


                                                                                                    
SECURITY                             193068103                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CWTR                                       MEETING DATE                 10-Jun-2011
ISIN                                 US1930681036                               AGENDA                       933436140 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CURT HECKER                                                               For                For

               2          MICHAEL J. POTTER                                                         For                For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING JANUARY 28, 2012

03             APPROVAL OF THE AMENDED AND RESTATED STOCK OPTION/ISSUANCE       Management          For                For
               PLAN

04             ADVISORY (NON-BINDING) APPROVAL OF THE SAY-ON-PAY                Management          Abstain            Against

05             ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF SAY-ON-PAY       Management          Abstain            Against
               APPROVAL


LAS VEGAS SANDS CORP.


                                                                                                    
SECURITY                             517834107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LVS                                        MEETING DATE                 10-Jun-2011
ISIN                                 US5178341070                               AGENDA                       933441420 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          CHARLES D. FORMAN                                                         For                For

               2          GEORGE P. KOO                                                             For                For

               3          IRWIN A. SIEGEL                                                           For                For

02             TO CONSIDER AND ACT UPON THE RATIFICATION OF THE SELECTION OF    Management          For                For
               PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             TO CONSIDER AND ACT UPON AN ADVISORY (NON- BINDING) PROPOSAL     Management          Abstain            Against
               ON EXECUTIVE COMPENSATION.

04             TO CONSIDER AND ACT UPON AN ADVISORY (NON- BINDING) PROPOSAL     Management          Abstain            Against
               ON HOW FREQUENTLY STOCKHOLDERS SHOULD VOTE TO APPROVE
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


ENERGY RECOVERY INC


                                                                                                    
SECURITY                             29270J100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ERII                                       MEETING DATE                 10-Jun-2011
ISIN                                 US29270J1007                               AGENDA                       933449731 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ROBERT YU LANG MAO                                                        For                For

               2          THOMAS S. ROONEY, JR.                                                     For                For

               3          DOMINIQUE TREMPONT                                                        For                For

02             RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY'S          Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management          Abstain            Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.


JARDEN CORPORATION


                                                                                                    
SECURITY                             471109108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        JAH                                        MEETING DATE                 13-Jun-2011
ISIN                                 US4711091086                               AGENDA                       933436861 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          WILLIAM J. GRANT                                                          For                For

               2          RICHARD J. HECKMANN                                                       For                For

               3          IRWIN D. SIMON                                                            For                For

2              APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED               Management          For                For
               CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE
               NUMBER OF SHARES OF AUTHORIZED COMMON STOCK FROM 150,000,000
               TO 300,000,000 SHARES.

3              APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED               Management          For                For
               CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE
               MAXIMUM PERMITTED NUMBER OF DIRECTORS ON THE COMPANY'S BOARD OF
               DIRECTORS FROM NINE TO TEN.

4              RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP    Management          For                For
               AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE YEAR ENDING DECEMBER 31, 2011.

5              AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management          Abstain            Against

6              AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management          Abstain            Against
               EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 141
The Gabelli Small Cap Growth Fund

KBW, INC.


                                                                                                    
SECURITY                             482423100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KBW                                        MEETING DATE                 13-Jun-2011
ISIN                                 US4824231009                               AGENDA                       933441052 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          ANDREW M. SENCHAK                                                         For                For

               2          CHRISTOPHER M. CONDRON                                                    For                For

02             ADVISORY RESOLUTION APPROVING THE COMPENSATION OF THE            Management          Abstain            Against
               OFFICERS DISCLOSED IN THE PROXY STATEMENT, OR A "SAY ON PAY"
               VOTE.

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE "SAY ON PAY" VOTES.     Management          Abstain            Against

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT       Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
               DECEMBER 31, 2011.


THE BON-TON STORES, INC.


                                                                                                    
SECURITY                             09776J101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BONT                                       MEETING DATE                 14-Jun-2011
ISIN                                 US09776J1016                               AGENDA                       933443020 - 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             TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE        Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS OF THE COMPANY, AS DISCLOSED IN THE
               PROXY STATEMENT.

03             TO VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF THE           Management          Abstain            Against
               ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED
               EXECUTIVE OFFICERS OF THE COMPANY.

04             TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT             Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

05             TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO REQUIRE      Management          For                For
               THAT EACH DIRECTOR SHALL BE ELECTED BY A MAJORITY OF VOTES
               CAST.


CUTERA, INC.


                                                                                                    
SECURITY                             232109108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CUTR                                       MEETING DATE                 14-Jun-2011
ISIN                                 US2321091082                               AGENDA                       933444236 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KEVIN P. CONNORS                                                          For                For

               2          DAVID A. GOLLNICK                                                         For                For

02             A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

03             A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE        Management          Abstain            Against
               COMPENSATION VOTING.

04             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


GSE SYSTEMS, INC.


                                                                                                    
SECURITY                             36227K106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GVP                                        MEETING DATE                 14-Jun-2011
ISIN                                 US36227K1060                               AGENDA                       933445151 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL D. FELDMAN                                                        For                For

               2          SHELDON L. GLASHOW                                                        For                For

               3          ROGER L. HAGENGRUBER                                                      For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 142
The Gabelli Small Cap Growth Fund


                                                                                                           
02             TO RATIFY THE APPOINTMENT OF KPMG LLP, AN INDEPENDENT            Management          For                For
               REGISTERED PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE CURRENT
               FISCAL YEAR.

03             TO APPROVE THE COMPANY'S 1995 LONG-TERM INCENTIVE PLAN (AS       Management          Against            Against
               AMENDED AND RESTATED EFFECTIVE MARCH 7, 2011).

04             TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

05             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE       Management          Abstain            Against
               STOCKHOLDER VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.


ATLANTIC TELE-NETWORK, INC.


                                                                                                    
SECURITY                             049079205                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ATNI                                       MEETING DATE                 14-Jun-2011
ISIN                                 US0490792050                               AGENDA                       933449868 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE AN AMENDMENT TO THE ATLANTIC TELE- NETWORK, INC.      Management          Against            Against
               2008 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
               AVAILABLE FOR ISSUANCE UNDER THE PLAN.

02             TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION.            Management          Abstain            Against

03             TO INDICATE, BY ADVISORY VOTE, THE FREQUENCY OF FUTURE           Management          Abstain            Against
               EXECUTIVE COMPENSATION VOTES.

04             DIRECTOR                                                         Management

               1          MARTIN L. BUDD                                                            For                For

               2          THOMAS V. CUNNINGHAM                                                      For                For

               3          MICHAEL T. FLYNN                                                          For                For

               4          CORNELIUS B. PRIOR, JR.                                                   For                For

               5          MICHAEL T. PRIOR                                                          For                For

               6          CHARLES J. ROESSLEIN                                                      For                For

               7          BRIAN A. SCHUCHMAN                                                        For                For

05             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management          For                For
               AS INDEPENDENT AUDITOR FOR 2011.


BIG 5 SPORTING GOODS CORPORATION


                                                                                                    
SECURITY                             08915P101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BGFV                                       MEETING DATE                 14-Jun-2011
ISIN                                 US08915P1012                               AGENDA                       933450164 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JENNIFER H. DUNBAR                                                        For                For

               2          STEVEN G. MILLER                                                          For                For

02             APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE    Management          Abstain            Against
               OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.

03             THE RECOMMENDATION TO CONDUCT THE COMPANY'S ADVISORY VOTE ON     Management          Abstain            Against
               EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE YEARS.

04             APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S       Management          Against            Against
               2007 EQUITY AND PERFORMANCE INCENTIVE PLAN.

05             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS          Management          For                For
               INDEPENDENT AUDITORS FOR FISCAL YEAR 2011.


KRISPY KREME DOUGHNUTS, INC.


                                                                                                    
SECURITY                             501014104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        KKD                                        MEETING DATE                 14-Jun-2011
ISIN                                 US5010141043                               AGENDA                       933451166 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          C. STEPHEN LYNN                                                           For                For

               2          MICHAEL H. SUTTON                                                         For                For

               3          LIZANNE THOMAS                                                            For                For

02             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE         Management          Abstain            Against
               OFFICERS AS DISCLOSED IN OUR 2011 PROXY STATEMENT.

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON       Management          Abstain            Against
               EXECUTIVE COMPENSATION.

04             THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management          For                For
               LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR ITS FISCAL YEAR ENDING JANUARY 29, 2012.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 143
The Gabelli Small Cap Growth Fund

NORTHWEST PIPE COMPANY


                                                                                                    
SECURITY                             667746101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        NWPX                                       MEETING DATE                 14-Jun-2011
ISIN                                 US6677461013                               AGENDA                       933455392 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WAYNE B. KINGSLEY                                                         For                For

               2          WILLIAM R. TAGMYER                                                        For                For

02             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE      Management          For                For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE YEAR ENDING DECEMBER 31, 2011

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                          Management          Abstain            Against

04             ADVISORY VOTE ON FREQUENCY OF THE SHAREHOLDER ADVISORY VOTE      Management          Abstain            Against
               ON EXECUTIVE COMPENSATION


CUTERA, INC.


                                                                                                    
SECURITY                             232109108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CUTR                                       MEETING DATE                 14-Jun-2011
ISIN                                 US2321091082                               AGENDA                       933458401 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          KEVIN P. CONNORS                                                          For                For

               2          DAVID A GOLLNICK                                                          For                For

2              A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

3              A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE        Management          Abstain            Against
               COMPENSATION VOTING.

4              RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE      Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


JUNGHEINRICH AG, HAMBURG


                                                                                                    
SECURITY                             D37552102                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 15-Jun-2011
ISIN                                 DE0006219934                               AGENDA                       703045787 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
               ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF        Non-Voting
               INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR
               THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR
               VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED
               WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN
               THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR
               MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN
               SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD
               PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR
               CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING
               SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING,
               PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.

               PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 25     Non-Voting
               MAY 2011, 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.

               COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 31 MAY 2011. FURTHER    Non-Voting
               INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON
               THE ISSUER'S WEBSITE (PLEASE REFER T-O THE MATERIAL URL
               SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE
               IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE
               YOUR SHARES DIRECTLY A-T THE COMPANY'S MEETING. COUNTER
               PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE.

               PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD      Non-Voting
               YOU WISH TO ATTEND-THE MEETING PERSONALLY, YOU MAY APPLY FOR
               AN ENTRANCE CARD. THANK YOU.

1.             Presentation of the financial statements and annual report       Non-Voting
               for the 2010 financ-ial year with the report of the Supervisory
               Board, the group financial stateme-nts and group annual report

2.             Resolution on the appropriation of the distributable profit      Non-Voting
               of EUR 17,620,000-as follows: Payment of a dividend of EUR
               0.49 per no- par share Payment of a di-vidend of EUR 0.49 per
               no-par share Payment of a dividend of EUR 0.55 per pref-erred
               share Ex- dividend and payable date: June 16, 2011

3.             Ratification of the acts of the Board of MDs                     Non-Voting

4.             Ratification of the acts of the Supervisory Board                Non-Voting

5.1            Election to the Supervisory Board: Antoinette P. Aris            Non-Voting

5.2            Election to the Supervisory Board: Juergen Peddinghaus           Non-Voting

5.3            Election to the Supervisory Board: Peter Schaefer                Non-Voting

5.4            Election to the Supervisory Board: Hubertus Freiherr von der     Non-Voting
               Recke

6.             Appointment of auditors for the 2011 financial year: Deloitte    Non-Voting
               + Touche GmbH, H-amburg

7.             Resolution on the non-disclosure of the individual               Non-Voting
               remuneration for the member-s of the Board of MDs for
               a duration of 5 years financial years, beginning
               wit-h the date of the 2011 AGM

8.             Resolution on the amendment to Section 18 of the articles of     Non-Voting
               association

9.             Resolution on the remuneration for the Supervisory Board and     Non-Voting
               its committees Ea-ch member of the Supervisory Board shall
               receive a fixed annual remuneration o-f EUR 20,000, the
               chairman of the Supervisory Board twice the amount, his
               depu-ty one and a half time the amount. The members of the
               personnel committee shal-l receive an additional remuneration
               of EUR 25,000 and the chairman twice the-amount. Each member
               of the examination committee and the ad hoc committees sha-ll
               receive an additional remuneration of EUR 30,000 and the
               chairman twice the-amount




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 144
The Gabelli Small Cap Growth Fund

PENNICHUCK CORPORATION


                                                                                                    
SECURITY                             708254206                                  MEETING TYPE                 Special
TICKER SYMBOL                        PNNW                                       MEETING DATE                 15-Jun-2011
ISIN                                 US7082542066                               AGENDA                       933436392 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPROVE THE AGREEMENT AND PLAN OF MERGER EFFECTIVE AS OF      Management          Against            Against
               NOVEMBER 11, 2010 (THE "MERGER AGREEMENT") BETWEEN THE
               COMPANY AND THE CITY OF NASHUA, NEW HAMPSHIRE (THE "CITY"
               OR "NASHUA"), WHEREBY THE CITY HAS AGREED TO ACQUIRE ALL
               OF THE OUTSTANDING SHARES OF PENNICHUCK CORPORATION COMMON
               STOCK FOR $29.00 PER SHARE IN CASH.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR THE PURPOSE    Management          Against            Against
               OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF
               APPROVING THE MERGER AGREEMENT.


THE PEP BOYS - MANNY, MOE & JACK


                                                                                                    
SECURITY                             713278109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PBY                                        MEETING DATE                 15-Jun-2011
ISIN                                 US7132781094                               AGENDA                       933436873 - 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             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.                   Management          Abstain            Against

03             ADVISORY VOTE TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE      Management          Abstain            Against
               COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED    Management          For                For
               PUBLIC ACCOUNTING FIRM.

05             APPROVAL OF OUR EMPLOYEE STOCK PURCHASE PLAN.                    Management          For                For

06             SHAREHOLDER PROPOSAL REGARDING LOWERING THE THRESHOLD            Shareholder         Against            For
               REQUIRED TO CALL A SPECIAL MEETING, IF PRESENTED BY ITS
               PROPONENT.


ZHONGPIN INC.


                                                                                                    
SECURITY                             98952K107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        HOGS                                       MEETING DATE                 15-Jun-2011
ISIN                                 US98952K1079                               AGENDA                       933439019 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          XIANFU ZHU                                                                For                For

               2          BAOKE BEN                                                                 For                For

               3          MIN CHEN                                                                  For                For

               4          RAYMOND LEAL                                                              For                For

               5          YAOGUO PAN                                                                For                For

02             TO RATIFY THE APPOINTMENT OF BDO CHINA LI XIN DA HUA CPA CO.,    Management          For                For
               LTD., AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, BY NON-BINDING VOTE, THE COMPANY'S EXECUTIVE         Management          Abstain            Against
               COMPENSATION.

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF              Management          Abstain            Against
               STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.


LIVE NATION ENTERTAINMENT, INC.


                                                                                                    
SECURITY                             538034109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LYV                                        MEETING DATE                 15-Jun-2011
ISIN                                 US5380341090                               AGENDA                       933447888 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JONATHAN DOLGEN                                                           For                For

               2          ROBERT TED ENLOE, III                                                     For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 145
The Gabelli Small Cap Growth Fund


                                                                                                           
               3          JEFFREY T. HINSON                                                         For                For

               4          JAMES S. KAHAN                                                            For                For

02             APPROVAL OF THE ISSUANCE AND SALE OF SHARES OF LIVE NATION       Management          Against            Against
               ENTERTAINMENT COMMON STOCK TO LIBERTY MEDIA CORPORATION.

03             APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2006 ANNUAL      Management          For                For
               INCENTIVE PLAN, AS AMENDED AND RESTATED.

04             APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC. 2005 STOCK       Management          Against            Against
               INCENTIVE PLAN, AS AMENDED AND RESTATED.

05             ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION                 Management          Abstain            Against
               ENTERTAINMENT NAMED EXECUTIVE OFFICERS.

06             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON THE          Management          Abstain            Against
               COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE
               OFFICERS.

07             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE     Management          For                For
               NATION ENTERTAINMENT'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.


STAMPS.COM INC.


                                                                                                    
SECURITY                             852857200                                  MEETING TYPE                 Annual
TICKER SYMBOL                        STMP                                       MEETING DATE                 15-Jun-2011
ISIN                                 US8528572006                               AGENDA                       933452702 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          KEN MCBRIDE                                                               For                For

02             TO APPROVE, ON AN ADVISORY BASIS, ON THE COMPANY'S EXECUTIVE     Management          Abstain            Against
               COMPENSATION.

03             TO VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF FUTURE        Management          Abstain            Against
               ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

04             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT    Management          For                For
               AUDITORS OF THE COMPANY FOR 2011.


AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.


                                                                                                    
SECURITY                             02744M108                                  MEETING TYPE                 Special
TICKER SYMBOL                        AMMD                                       MEETING DATE                 15-Jun-2011
ISIN                                 US02744M1080                               AGENDA                       933456635 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management          For                For
               OF APRIL 10, 2011, BY AND AMONG ENDO PHARMACEUTICALS HOLDINGS
               INC., NIKA MERGER SUB, INC., A WHOLLY OWNED INDIRECT
               SUBSIDIARY OF ENDO PHARMACEUTICALS HOLDINGS INC., AND
               AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., AS IT MAY BE AMENDED
               FROM TIME TO TIME.

02             PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR         Management          For                For
               APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE
               ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER
               AGREEMENT.


MAKO SURGICAL CORP


                                                                                                    
SECURITY                             560879108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MAKO                                       MEETING DATE                 16-Jun-2011
ISIN                                 US5608791084                               AGENDA                       933437938 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          S.M. BLUMENFELD, PH.D.                                                    For                For

               2          JOHN G. FREUND, M.D.                                                      For                For

               3          WILLIAM D. PRUITT                                                         For                For

02             TO APPROVE BY NON-BINDING ADVISORY VOTE THE COMPENSATION OF      Management          Abstain            Against
               OUR NAMED EXECUTIVE OFFICERS.

03             TO APPROVE BY NON-BINDING ADVISORY VOTE THE FREQUENCY OF         Management          Abstain            Against
               FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


CHURCHILL DOWNS INCORPORATED


                                                                                                    
SECURITY                             171484108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CHDN                                       MEETING DATE                 16-Jun-2011
ISIN                                 US1714841087                               AGENDA                       933439932 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL B. BRODSKY                                                        For                For

               2          ROBERT L. FEALY                                                           For                For

               3          DANIEL P. HARRINGTON                                                      For                For

               4          DARRELL R. WELLS                                                          For                For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 146
The Gabelli Small Cap Growth Fund


                                                                                                           
02             PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management          For                For
               LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR CHURCHILL DOWNS INCORPORATED FOR THE YEAR ENDING
               DECEMBER 31, 2011 (PROPOSAL NO. 2).

03             PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE        Management          For                For
               GOALS AND MAXIMUM AWARDS PAYABLE AS ESTABLISHED BY THE
               SPECIAL SUBCOMMITTEE OF THE COMPENSATION COMMITTEE OF THE
               BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE
               PROXY STATEMENT.

04             PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE     Management          Abstain            Against
               COMPENSATION (PROPOSAL NO. 4).

05             PROPOSAL TO RECOMMEND, BY NON-BIDING ADVISORY VOTE, THE          Management          Abstain            Against
               FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE
               COMPENSATION.


SALEM COMMUNICATIONS CORPORATION


                                                                                                    
SECURITY                             794093104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        SALM                                       MEETING DATE                 16-Jun-2011
ISIN                                 US7940931048                               AGENDA                       933442080 - 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 INDEPENDENT DIRECTOR: DAVID DAVENPORT                Management          For                For

1D             ELECTION OF DIRECTOR: ROLAND S. HINZ                             Management          For                For

1E             ELECTION OF INDEPENDENT DIRECTOR: RICHARD A. RIDDLE              Management          For                For

1F             ELECTION OF DIRECTOR: DENNIS M. WEINBERG                         Management          For                For



TRIDENT MICROSYSTEMS, INC.


                                                                                                    
SECURITY                             895919108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TRID                                       MEETING DATE                 16-Jun-2011
ISIN                                 US8959191086                               AGENDA                       933445531 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RAYMOND K. OSTBY                                                          For                For

               2          PHILIPPE GEYRES                                                           For                For

02             TO AMEND TRIDENT'S CERTIFICATE OF INCORPORATION AS AMENDED,      Management          For                For
               TO REDUCE FROM FOUR TO TWO THE NUMBER OF DIRECTORS THAT THE
               HOLDERS OF TRIDENT'S SERIES B PREFERRED STOCK MAY ELECT AND TO
               MAKE CERTAIN RELATED CHANGES TO THE RIGHTS, PREFERENCES AND
               PRIVILEGES OF TRIDENT'S SERIES B PREFERRED STOCK.

03             TO AMEND TRIDENT'S 2010 EQUITY INCENTIVE PLAN TO INCREASE THE    Management          Against            Against
               NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY
               35,000,000 SHARES.

04             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               TRIDENT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

05             ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE COMPENSATION      Management          Abstain            Against
               OF THE NAMED EXECUTIVE OFFICERS.

06             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY        Management          Abstain            Against
               VOTES TO APPROVE A RESOLUTION ON THE COMPENSATION OF THE
               NAMED EXECUTIVE OFFICERS.


IAC/INTERACTIVECORP


                                                                                                    
SECURITY                             44919P508                                  MEETING TYPE                 Annual
TICKER SYMBOL                        IACI                                       MEETING DATE                 16-Jun-2011
ISIN                                 US44919P5089                               AGENDA                       933445795 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          GREGORY R. BLATT                                                          For                For

               2          EDGAR BRONFMAN, JR.                                                       For                For

               3          BARRY DILLER                                                              For                For

               4          MICHAEL D. EISNER                                                         For                For

               5          VICTOR A. KAUFMAN                                                         For                For

               6          DONALD R. KEOUGH                                                          For                For

               7          BRYAN LOURD                                                               For                For

               8          ARTHUR C. MARTINEZ                                                        For                For

               9          DAVID ROSENBLATT                                                          For                For

               10         ALAN G. SPOON                                                             For                For

               11         A. VON FURSTENBERG                                                        For                For

               12         RICHARD F. ZANNINO                                                        For                For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS IAC'S    Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE        Management          Abstain            Against
               COMPENSATION.

04             TO CONDUCT A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF       Management          Abstain            Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 147
The Gabelli Small Cap Growth Fund

MOVADO GROUP, INC.


                                                                                                    
SECURITY                             624580106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MOV                                        MEETING DATE                 16-Jun-2011
ISIN                                 US6245801062                               AGENDA                       933446711 - 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

               9          ALEX GRINBERG                                                             For                For

               10         MAURICE REZNIK                                                            For                For

02             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE     Management          For                For
               COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
               JANUARY 31, 2012.

03             TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S         Management          For                For
               EXECUTIVE PERFORMANCE PLAN, ORIGINALLY ESTABLISHED EFFECTIVE
               FEBRUARY 1, 2001 AND SUBSEQUENTLY AMENDED AND RESTATED
               EFFECTIVE FEBRUARY 1, 2007.

04             TO ADOPT, ON AN ADVISORY BASIS, A RESOLUTION APPROVING THE       Management          Abstain            Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS
               DESCRIBED IN THE PROXY STATEMENT UNDER "EXECUTIVE
               COMPENSATION".

05             TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF THE            Management          Abstain            Against
               ADVISORY SHAREHOLDER VOTE ON THE COMPENSATION OF THE
               COMPANY'S NAMED EXECUTIVE OFFICERS.


INTERNAP NETWORK SERVICES CORPORATION


                                                                                                    
SECURITY                             45885A300                                  MEETING TYPE                 Annual
TICKER SYMBOL                        INAP                                       MEETING DATE                 16-Jun-2011
ISIN                                 US45885A3005                               AGENDA                       933447307 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DANIEL C. STANZIONE                                                       For                For

               2          DEBORA J. WILSON                                                          For                For

02             TO APPROVE AMENDMENTS TO THE COMPANY'S 2005 INCENTIVE STOCK      Management          Against            Against
               PLAN.

03             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS       Management          For                For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

04             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.         Management          Abstain            Against

05             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE    Management          Abstain            Against
               COMPENSATION VOTES.


MEDALLION FINANCIAL CORP.


                                                                                                    
SECURITY                             583928106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        TAXI                                       MEETING DATE                 17-Jun-2011
ISIN                                 US5839281061                               AGENDA                       933446836 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          HENRY L. AARON                                                            For                For

               2          HENRY D. JACKSON                                                          For                For

               3          ALVIN MURSTEIN                                                            For                For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF WEISERMAZARS LLP AS        Management          For                For
               MEDALLION FINANCIAL CORP.'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM

03             PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION            Management          Abstain            Against
               REGARDING EXECUTIVE COMPENSATION





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 148
The Gabelli Small Cap Growth Fund

LIFEWAY FOODS, INC.


                                                                                                    
SECURITY                             531914109                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LWAY                                       MEETING DATE                 17-Jun-2011
ISIN                                 US5319141090                               AGENDA                       933448145 - 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          EUGENE B. KATZ                                                            For                For

02             RATIFICATION OF PLANTE & MORAN, PLLC, AS INDEPENDENT AUDITORS    Management          For                For



GSI COMMERCE, INC.


                                                                                                    
SECURITY                             36238G102                                  MEETING TYPE                 Special
TICKER SYMBOL                        GSIC                                       MEETING DATE                 17-Jun-2011
ISIN                                 US36238G1022                               AGENDA                       933457788 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management          For                For
               OF MARCH 27, 2011, AMONG GSI COMMERCE, INC., EBAY INC., AND
               GIBRALTAR ACQUISITION CORP.

02             PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR         Management          For                For
               APPROPRIATE TO PERMIT FURTHER SOLICITATION OF PROXIES IF
               THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL
               MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER.


VERIGY LTD.


                                                                                                    
SECURITY                             Y93691106                                  MEETING TYPE                 Special
TICKER SYMBOL                        VRGY                                       MEETING DATE                 17-Jun-2011
ISIN                                 SG9999002885                               AGENDA                       933468933 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             A PROPOSAL TO APPROVE THE SCHEME OF ARRANGEMENT, BY AND AMONG    Management          For                For
               VERIGY LTD., THE SCHEME SHAREHOLDERS, AND ADVANTEST
               CORPORATION, PURSUANT TO WHICH ADVANTEST CORPORATION WILL
               ACQUIRE ALL OF THE OUTSTANDING ORDINARY SHARES OF VERIGY LTD.
               FOR $15.00 PER SHARE IN CASH.

02             A PROPOSAL TO ADJOURN OR POSTPONE THE COURT MEETING TO A         Management          For                For
               LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT
               ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE COURT MEETING TO APPROVE THE SCHEME OF
               ARRANGEMENT.


UNIVERSAL ENTERTAINMENT CORPORATION


                                                                                                    
SECURITY                             J94303104                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 21-Jun-2011
ISIN                                 JP3126130008                               AGENDA                       703148014 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Amend Articles to: Expand Business Lines, President to           Management          For                For
               Convene and Chair a Shareholders Meeting

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

3              Approve Capital Reduction                                        Management          For                For



LIBERTY GLOBAL, INC.


                                                                                                    
SECURITY                             530555101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        LBTYA                                      MEETING DATE                 21-Jun-2011
ISIN                                 US5305551013                               AGENDA                       933446709 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MICHAEL T. FRIES                                                          For                For

               2          PAUL A. GOULD                                                             For                For

               3          JOHN C. MALONE                                                            For                For

               4          LARRY E. ROMRELL                                                          For                For

02             APPROVAL OF A RESOLUTION ON COMPENSATION OF THE NAMED            Management          Abstain            Against
               EXECUTIVE OFFICERS.

03             APPROVAL OF A RESOLUTION ON THE FREQUENCY OF HOLDING AN          Management          Abstain            Against
               ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE
               OFFICERS.

04             RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S       Management          For                For
               INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011.





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 149
The Gabelli Small Cap Growth Fund

GLOBAL SOURCES LTD.


                                                                                                    
SECURITY                             G39300101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GSOL                                       MEETING DATE                 21-Jun-2011
ISIN                                 BMG393001018                               AGENDA                       933458603 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MR. DAVID F JONES                                                         For                For

               2          MR. JAMES A WATKINS                                                       For                For

               3          MR. YAM KAM HON PETER                                                     For                For

03             TO FIX THE MAXIMUM 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.

04             TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S        Management          For                For
               INDEPENDENT AUDITORS UNTIL THE NEXT ANNUAL GENERAL MEETING OF
               THE COMPANY.


NATIONAL SEMICONDUCTOR CORPORATION


                                                                                                    
SECURITY                             637640103                                  MEETING TYPE                 Special
TICKER SYMBOL                        NSM                                        MEETING DATE                 21-Jun-2011
ISIN                                 US6376401039                               AGENDA                       933460533 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND AMONG TEXAS     Management          For                For
               INSTRUMENTS INCORPORATED, A DELAWARE CORPORATION, ORION MERGER
               CORP., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF
               TEXAS INSTRUMENTS ("MERGER SUB"), & THE COMPANY, PROVIDING FOR
               MERGER OF MERGER SUB WITH AND INTO THE COMPANY, WITH THE
               COMPANY CONTINUING AS A WHOLLY OWNED SUBSIDIARY OF TEXAS
               INSTRUMENTS.

02             TO APPROVE THE ADJOURNMENT OF 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 THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.


BEST BUY CO., INC.


                                                                                                    
SECURITY                             086516101                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BBY                                        MEETING DATE                 21-Jun-2011
ISIN                                 US0865161014                               AGENDA                       933469252 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          RONALD JAMES                                                              For                For

               2          SANJAY KHOSLA                                                             For                For

               3          GEORGE L. MIKAN III                                                       For                For

               4          MATTHEW H. PAULL                                                          For                For

               5          RICHARD M. SCHULZE                                                        For                For

               6          HATIM A. TYABJI                                                           For                For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management          For                For
               OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING MARCH 3, 2012.

03             APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND      Management          For                For
               RESTATED BY-LAWS TO REMOVE THE MAXIMUM FOR THE NUMBER OF
               DIRECTORS SERVING ON THE BOARD OF DIRECTORS AND TO AUTHORIZE
               THE BOARD OF DIRECTORS TO DETERMINE THE NUMBER OF DIRECTORS
               SERVING FROM TIME TO TIME.

04             APPROVAL OF AMENDMENTS TO OUR 2004 OMNIBUS STOCK AND             Management          Against            Against
               INCENTIVE PLAN, AS AMENDED.

05             APPROVAL OF OUR EXECUTIVE SHORT-TERM INCENTIVE PLAN.             Management          For                For

06             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                         Management          Abstain            Against

07             ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON      Management          Abstain            Against
               OUR EXECUTIVE COMPENSATION.

08             VOTE ON THE NON-BINDING SHAREHOLDER PROPOSAL REGARDING           Shareholder         Against            For
               DECLASSIFICATION OF OUR BOARD OF DIRECTORS, IF PROPERLY
               PRESENTED AT THE MEETING.


YAKULT HONSHA CO.,LTD.


                                                                                                    
SECURITY                             J95468120                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 22-Jun-2011
ISIN                                 JP3931600005                               AGENDA                       703133760 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Amend Articles to: Reduce Board Size to 15, Adopt Reduction      Management          For                For
               of Liability System for All Directors and All Auditors

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





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 150
The Gabelli Small Cap Growth Fund


                                                                                                           
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



CROWN MEDIA HOLDINGS, INC.


                                                                                                    
SECURITY                             228411104                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CRWN                                       MEETING DATE                 22-Jun-2011
ISIN                                 US2284111042                               AGENDA                       933456546 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          WILLIAM J. ABBOTT                                                         For                For

               2          DWIGHT C. ARN                                                             For                For

               3          ROBERT BLOSS                                                              For                For

               4          WILLIAM CELLA                                                             For                For

               5          GLENN CURTIS                                                              For                For

               6          STEVE DOYAL                                                               For                For

               7          BRIAN E. GARDNER                                                          For                For

               8          HERBERT GRANATH                                                           For                For

               9          DONALD HALL, JR.                                                          For                For

               10         IRVINE O. HOCKADAY, JR.                                                   For                For

               11         A. DRUE JENNINGS                                                          For                For

               12         PETER A. LUND                                                             For                For

               13         BRAD R. MOORE                                                             For                For

               14         DEANNE STEDEM                                                             For                For

02             APPROVAL OF CHIEF EXECUTIVE OFFICER'S AND OTHER EXECUTIVE        Management          For                For
               OFFICER'S PERFORMANCE-BASED COMPENSATION.

03             TO CONDUCT AN ADVISORY VOTE REGARDING THE COMPENSATION OF OUR    Management          Abstain            Against
               NAMED EXECUTIVE OFFICERS.

04             TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management          Abstain            Against
               STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.


KIKKOMAN CORPORATION


                                                                                                    
SECURITY                             J32620106                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 23-Jun-2011
ISIN                                 JP3240400006                               AGENDA                       703115320 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
               Please reference meeting materials.                              Non-Voting

1.             Approve Appropriation of Retained Earnings                       Management          For                For

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

3.             Appoint a Corporate Auditor                                      Management          For                For

4.             Appoint a Substitute Corporate Auditor                           Management          For                For



UNIVERSAL DISPLAY CORPORATION


                                                                                                    
SECURITY                             91347P105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PANL                                       MEETING DATE                 23-Jun-2011
ISIN                                 US91347P1057                               AGENDA                       933437128 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          STEVEN V. ABRAMSON                                                        For                For

               2          LEONARD BECKER                                                            For                For

               3          ELIZABETH H. GEMMILL                                                      For                For

               4          C. KEITH HARTLEY                                                          For                For

               5          LAWRENCE LACERTE                                                          For                For

               6          SIDNEY D. ROSENBLATT                                                      For                For

               7          SHERWIN I. SELIGSOHN                                                      For                For

02             APPROVAL OF A PROPOSAL TO INCREASE THE NUMBER OF SHARES          Management          For                For
               AUTHORIZED FOR ISSUANCE UNDER THE EQUITY COMPENSATION PLAN

03             APPROVAL OF A NON-BINDING, ADVISORY RESOLUTION REGARDING         Management          Abstain            Against
               EXECUTIVE COMPENSATION

04             NON-BINDING, ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE     Management          Abstain            Against
               ADVISORY SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION

05             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management          For                For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 151
The Gabelli Small Cap Growth Fund

VICOR CORPORATION


                                                                                                    
SECURITY                             925815102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        VICR                                       MEETING DATE                 23-Jun-2011
ISIN                                 US9258151029                               AGENDA                       933452942 - 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

               9          LIAM K. GRIFFIN                                                           For                For

02             SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE       Management          Abstain            Against
               COMPENSATION.

03             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE        Management          Abstain            Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.


ABOVENET, INC.


                                                                                                    
SECURITY                             00374N107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        ABVT                                       MEETING DATE                 23-Jun-2011
ISIN                                 US00374N1072                               AGENDA                       933463565 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          JEFFREY A. BRODSKY                                                        For                For

               2          MICHAEL J. EMBLER                                                         For                For

               3          WILLIAM G. LAPERCH                                                        For                For

               4          RICHARD POSTMA                                                            For                For

               5          RICHARD SHORTEN, JR.                                                      For                For

               6          STUART SUBOTNICK                                                          For                For

02             TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD      Management          For                For
               OF DIRECTORS OF BDO USA, LLP AS THE INDEPENDENT REGISTERED
               PUBLIC ACCOUNTANTS OF THE COMPANY FOR ITS FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             TO APPROVE THE 2011 EQUITY INCENTIVE PLAN.                       Management          Against            Against

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON PAY VOTE).       Management          Abstain            Against

05             ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE.   Management          Abstain            Against


LABARGE, INC.


                                                                                                    
SECURITY                             502470107                                  MEETING TYPE                 Special
TICKER SYMBOL                        LB                                         MEETING DATE                 23-Jun-2011
ISIN                                 US5024701071                               AGENDA                       933464884 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management          For                For
               OF APRIL 3, 2011 AMONG DUCOMMUN INCORPORATED, DLBMS, INC. AND
               LABARGE, INC.

02             PROPOSAL TO APPROVE ADJOURNMENTS OR POSTPONEMENTS OF THE         Management          For                For
               LABARGE, INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
               VOTES TO ADOPT THE AGREEMENT AND PLAN OF MERGER.


BED BATH & BEYOND INC.


                                                                                                    
SECURITY                             075896100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        BBBY                                       MEETING DATE                 23-Jun-2011
ISIN                                 US0758961009                               AGENDA                       933466763 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: WARREN EISENBERG                           Management          For                For

1B             ELECTION OF DIRECTOR: LEONARD FEINSTEIN                          Management          For                For

1C             ELECTION OF DIRECTOR: STEVEN H. TEMARES                          Management          For                For

1D             ELECTION OF DIRECTOR: DEAN S. ADLER                              Management          For                For

1E             ELECTION OF DIRECTOR: STANLEY F. BARSHAY                         Management          For                For

1F             ELECTION OF DIRECTOR: KLAUS EPPLER                               Management          For                For

1G             ELECTION OF DIRECTOR: PATRICK R. GASTON                          Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 152
The Gabelli Small Cap Growth Fund


                                                                                                           
1H             ELECTION OF DIRECTOR: JORDAN HELLER                              Management          For                For

1I             ELECTION OF DIRECTOR: VICTORIA A. MORRISON                       Management          For                For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP                      Management          For                For

03             TO APPROVE, BY NON-BINDING VOTE, THE 2010 COMPENSATION PAID      Management          Abstain            Against
               TO THE COMPANY'S NAMED EXECUTIVE OFFICERS

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE       Management          Abstain            Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION


SOHGO S ECURITY SERVICES CO.,LTD.


                                                                                                    
SECURITY                             J7607Z104                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 24-Jun-2011
ISIN                                 JP3431900004                               AGENDA                       703141464 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

2              Amend Articles to: Expand Business Lines                         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

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



THE EUROPEAN EQUITY FUND


                                                                                                    
SECURITY                             298768102                                  MEETING TYPE                 Annual
TICKER SYMBOL                        EEA                                        MEETING DATE                 27-Jun-2011
ISIN                                 US2987681028                               AGENDA                       933461319 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          DR. FRANZ WILHELM HOPP                                                    For                For

               2          MR. WERNER WALBROL                                                        For                For

               3          MR. C.H. STRENGER                                                         For                For

02             TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE AND THE         Management          For                For
               BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP, AN
               INDEPENDENT PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


THE CENTRAL EUROPE AND RUSSIA FUND


                                                                                                    
SECURITY                             153436100                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CEE                                        MEETING DATE                 27-Jun-2011
ISIN                                 US1534361001                               AGENDA                       933461321 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          AMBASSADOR R.R. BURT                                                      For                For

               2          DR. FRIEDBERT H. MALT                                                     For                For

               3          MR. ROBERT H. WADSWORTH                                                   For                For

02             TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE AND THE         Management          For                For
               BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP, AN
               INDEPENDENT PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
               FOR THE FISCAL YEAR ENDING OCTOBER 31, 2011.


THE NEW GERMANY FUND


                                                                                                    
SECURITY                             644465106                                  MEETING TYPE                 Annual
TICKER SYMBOL                        GF                                         MEETING DATE                 27-Jun-2011
ISIN                                 US6444651060                               AGENDA                       933461333 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             DIRECTOR                                                         Management

               1          MR. JOHN H. CANNON                                                        For                For

               2          MR. JOACHIM WAGNER                                                        For                For

               3          MR. WERNER WALBROL                                                        For                For

02             TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE AND THE         Management          For                For
               BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP, AN
               INDEPENDENT PUBLIC ACCOUNTING FIRM, AS INDEPENDENT AUDITORS
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 153
The Gabelli Small Cap Growth Fund

INTERPUMP GROUP SPA, SANT'ILARIO D'ENZA


                                                                                                    
SECURITY                             T5513W107                                  MEETING TYPE                 ExtraOrdinary General
                                                                                                                 Meeting

TICKER SYMBOL                                                                   MEETING DATE                 28-Jun-2011
ISIN                                 IT0001078911                               AGENDA                       703109050 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,      Non-Voting
               THERE WILL BE A-SECOND CALL ON 29 JUN 2011 AT 11:00 (AND A
               THIRD CALL ON 30 JUN 2011 AT- 11:00). CONSEQUENTLY, YOUR
               VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL-CALLS UNLESS
               THE AGENDA IS AMENDED. THANK YOU.

1              Amendment art. 6 of company proposal                             Management          For                For

2              Amendment art. 11 of company proposal                            Management          For                For

3              Amendment art. 14 of company proposal                            Management          For                For

4              Amendment art. 16 of company proposal                            Management          For                For

5              Introduction new art. 25 of company proposal                     Management          For                For

6              Introduction new art. 26 and 27 and renumbering articles of      Management          For                For
               company proposal


PARMALAT S P A


                                                                                                    
SECURITY                             T7S73M107                                  MEETING TYPE                 MIX
TICKER SYMBOL                                                                   MEETING DATE                 28-Jun-2011
ISIN                                 IT0003826473                               AGENDA                       703148797 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 813670       Non-Voting
               DUE TO RECEIPT OF N-AMES OF DIRECTORS AND AUDITORS AND
               APPLICATION OF SPIN CONTROL. ALL VOTES RECE-IVED ON THE
               PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO
               REINSTRU-CT ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING     Non-Voting
               DATE FROM 25 JUNE-2011 TO 28 JUNE 2011. IF YOU HAVE ALREADY
               SENT IN YOUR VOTES, PLEASE DO NOT R-ETURN THIS PROXY FORM
               UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. T-HANK
               YOU.

O.1            To approve financial statement as of 31-Dec-10 and report on     Management          For                For
               management activity. Proposal of profit allocation. To exam
               Internal Auditors' report. Resolutions related thereto

CMMT           PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO BE ELECTED AS    Non-Voting
               DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT
               THE MEETING. THE STANDING INSTRUCTI-ONS FOR THIS MEETING WILL
               BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
               ONLY 1 SLATE OF THE 3 SLATES OF DIRECTORS. THANK YOU

O.2.1          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The           Shareholder         Against            For
               candidate slate for the Board of Directors presented by
               Groupe Lactalis SA, holding 33,840,033 odinary shares of
               Parmalat S.p.A are the following: Antonio Sala, Marco Reboa,
               Francesco Gatti, Francesco Tato, Daniel Jaouen, Marco Jesi,
               Olivier Savary, Riccardo Zingales and Ferdinando Grimaldi
               Gualtieri

O.2.2          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The           Shareholder
               candidate slate for the Board of Directors presented by
               Mackenzie Financial corporation, holding 135,972,662 ordinary
               shares, Skagen As, holding 95,375,464 ordinary shares and
               Zenit Asset management holding 34,396,826 ordinary shares of
               Parmalat S.p.A are the following: Rainer Masera, Massimo
               Rossi, Enrico Salza, Peter Harf, Gerardus Wenceslaus Ignatius
               Maria van Kesteren, Johannees Gerardus Maria Priem, Dario
               Trevisan, Marco Pinciroli, Marco Rigotti, Francesco Daveri
               and Valter Lazzari

O.2.3          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Group of      Shareholder
               Minority shareholders: Aletti Gestierre SGR S.p.A, Anima SGR
               S.p.A, APG Algemene Pensioen Groep NV, Arca SGR S.p.A,
               Bancoposta Fondi SGR, BNP Paribas Investment partners SGR
               S.p.A, Eurizon Capital SGR S.p.A, Fideuram gestions S.p.A,
               Governance for Owners LLP, Interfund Sicav, Mediolanum
               Gestione fondi SGR and Pioneer investment management SGRpa:
               The candidate slate for the Board of Directors presented by
               Group of Minority shareholders holding 39,647,014 ordinary
               shares of Parmalat S.p.A are the following: Gatetano Mele,
               Nigel Cooper and Paolo Dal Pino

CMMT           PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO BE ELECTED AS    Non-Voting
               AUDITORS, THERE-IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT
               THE MEETING. THE STANDING INSTRUCT-IONS FOR THIS MEETING WILL
               BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
               ONLY 1 OF THE 3 SLATES. THANK YOU.

O.3.1          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The           Shareholder         Against            For
               candidate slate for the Internal Auditors presented by Groupe
               Lactalis SA, holding 33,840,033 odinary shares of Parmalat
               S.p.A are the following: Alfredo Malguzzi (Effective
               auditor), Roberto Cravero (Effective auditor), Massimilano
               Nova (Effective auditor), Andrea Lionzo (alternate auditor)
               and Enrico Cossa (alternate auditor)

O.3.2          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The           Shareholder         Against            For
               candidate slate for the Internal Auditors presented by
               Mackenzie Financial corporation, holding 135,972,662 ordinary
               shares, Skagen As, holding 95,375,464 ordinary shares and
               Zenit Asset management holding 34,396,826 ordinary shares of
               Parmalat S.p.A are the following: Giorgio Picone (Effective
               auditor), Paolo Alinovi (Effective auditor), Angelo Anedda
               (Effective auditor), Andrea Foschi (alternate auditor) and
               Cristian Tundo (alternate auditor)

O.3.3          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The           Shareholder         Against            For
               candidate slates for the Internal Auditors presented by Group
               of Minority shareholders holding 39,647,014 ordinary shares
               of Parmalat S.p.A are the following: Mario Stella Richter
               (Effective auditor) and Michele Rutigliano (alternate auditor)




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 154
The Gabelli Small Cap Growth Fund


                                                                                                           
E.1            Proposal to issue ordinary shares, free of payment, for          Management          For                For
               maximum EUR 90,019,822 by using the allocation to issue new
               shares upon partial amendment of the capital increase
               resolution approved by the extraordinary shareholders meeting
               held on 01-Mar-05. To modify art. 5 (Stock capital) of the
               Bylaw a part from stock capital's nominal value approved by
               the shareholders meeting held on 01-Mar-05. Resolution
               related thereto

E.2            Proposal to modify art. 8 (Shareholders Meeting), 9 (Proxy       Management          For                For
               Voting) and 23 (Audit) of the Bylaw and amendment of the
               audit paragraph's title. Resolution related thereto


BULL-DOG SAUCE CO.,LTD.


                                                                                                    
SECURITY                             J04746103                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 28-Jun-2011
ISIN                                 JP3831200005                               AGENDA                       703151213 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

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

3.1            Appoint a Corporate Auditor                                      Management          For                For

3.2            Appoint a Corporate Auditor                                      Management          For                For

3.3            Appoint a Corporate Auditor                                      Management          For                For

3.4            Appoint a Corporate Auditor                                      Management          For                For



MAEZAWA KYUSO INDUSTRIES CO.,LTD.


                                                                                                    
SECURITY                             J39466107                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 28-Jun-2011
ISIN                                 JP3860300007                               AGENDA                       703158990 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

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

3.1            Appoint a Corporate Auditor                                      Management          For                For

3.2            Appoint a Corporate Auditor                                      Management          For                For

3.3            Appoint a Corporate Auditor                                      Management          For                For

3.4            Appoint a Corporate Auditor                                      Management          For                For

4              Approve Extension of Anti-Takeover Defense Measures              Management          Against            Against


PIER 1 IMPORTS, INC.


                                                                                                    
SECURITY                             720279108                                  MEETING TYPE                 Annual
TICKER SYMBOL                        PIR                                        MEETING DATE                 28-Jun-2011
ISIN                                 US7202791080                               AGENDA                       933452740 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1A             ELECTION OF DIRECTOR: CLAIRE H. BABROWSKI                        Management          For                For

1B             ELECTION OF DIRECTOR: JOHN H. BURGOYNE                           Management          For                For

1C             ELECTION OF DIRECTOR: HAMISH A. DODDS                            Management          For                For

1D             ELECTION OF DIRECTOR: MICHAEL R. FERRARI                         Management          For                For

1E             ELECTION OF DIRECTOR: BRENDAN L. HOFFMAN                         Management          For                For

1F             ELECTION OF DIRECTOR: TERRY E. LONDON                            Management          For                For

1G             ELECTION OF DIRECTOR: ALEXANDER W. SMITH                         Management          For                For

1H             ELECTION OF DIRECTOR: CECE SMITH                                 Management          For                For

02             APPROVAL OF MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE        Management          For                For
               2006 STOCK INCENTIVE PLAN FOR PURPOSES OF COMPENSATION
               DEDUCTIBILITY UNDER SECTION 162(M) OF THE INTERNAL REVENUE
               CODE.

03             NON-BINDING, ADVISORY VOTE APPROVING THE COMPENSATION OF PIER    Management          Abstain            Against
               1 IMPORTS' NAMED EXECUTIVE OFFICERS.

04             NON-BINDING, ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE     Management          Abstain            Against
               VOTING ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

05             RATIFY AUDIT COMMITTEE'S APPROVAL TO ENGAGE ERNST & YOUNG LLP    Management          For                For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
               2012.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 155
The Gabelli Small Cap Growth Fund

VIMPELCOM LTD.


                                                                                                    
SECURITY                             92719A106                                  MEETING TYPE                 Consent
TICKER SYMBOL                        VIP                                        MEETING DATE                 28-Jun-2011
ISIN                                 US92719A1060                               AGENDA                       933479962 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
01             TO APPOINT DR. HANS PETER KOHLHAMMER AS AN UNAFFILIATED          Management          For                For
               DIRECTOR.

02             TO APPOINT AUGIE K. FABELA II AS AN UNAFFILIATED DIRECTOR,       Management          For                For
               SUBJECT TO THE PASSING OF RESOLUTION 12 BELOW.

03             TO APPOINT LEONID NOVOSELSKY AS AN UNAFFILIATED DIRECTOR.        Management          For                For

04             TO APPOINT MIKHAIL FRIDMAN AS A NOMINATED DIRECTOR.              Management          For                For

05             TO APPOINT KJELL MARTEN JOHNSEN AS A NOMINATED DIRECTOR.         Management          For                For

06             TO APPOINT OLEG MALIS AS A NOMINATED DIRECTOR.                   Management          For                For

07             TO APPOINT ALEXEY REZNIKOVICH AS A NOMINATED DIRECTOR.           Management          For                For

08             TO APPOINT OLE BJORN SJULSTAD AS A NOMINATED DIRECTOR.           Management          For                For

09             TO APPOINT JAN-EDVARD THYGESEN AS A NOMINATED DIRECTOR.          Management          For                For

10             TO RE-APPOINT ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR AND TO    Management          For                For
               AUTHORISE THE SUPERVISORY BOARD TO DETERMINE ITS REMUNERATION.

11             TO EXTEND THE PERIOD FOR PREPARATION OF THE STATUTORY ANNUAL     Management          For                For
               ACCOUNTS OF THE COMPANY.

12             TO RESOLVE THAT AUGIE K. FABELA II WILL BE DEEMED                Management          For                For
               "UNAFFILIATED" AND "INDEPENDENT" FOR THE PURPOSES OF HIS
               APPOINTMENT AS A DIRECTOR.


NISSIN FOODS HOLDINGS CO.,LTD.


                                                                                                    
SECURITY                             J58063124                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 29-Jun-2011
ISIN                                 JP3675600005                               AGENDA                       703141969 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
               Please reference meeting materials.                              Non-Voting

1.             Approve Appropriation of Retained Earnings                       Management          For                For

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

3.1            Appoint a Corporate Auditor                                      Management          For                For

3.2            Appoint a Corporate Auditor                                      Management          For                For



MORINAGA MILK INDUSTRY CO.,LTD.


                                                                                                    
SECURITY                             J46410114                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 29-Jun-2011
ISIN                                 JP3926800008                               AGENDA                       703147858 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              Approve Appropriation of Profits                                 Management          For                For

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

3              Appoint a Corporate Auditor                                      Management          For                For

4              Appoint a Supplementary Auditor                                  Management          For                For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 156
The Gabelli Small Cap Growth Fund

MEIJI HOLDINGS CO.,LTD.


                                                                                                    
SECURITY                             J41729104                                  MEETING TYPE                 Annual General Meeting
TICKER SYMBOL                                                                   MEETING DATE                 29-Jun-2011
ISIN                                 JP3918000005                               AGENDA                       703159435 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1.1            Appoint a Director                                               Management          For                For

1.2            Appoint a Director                                               Management          For                For

1.3            Appoint a Director                                               Management          For                For

1.4            Appoint a Director                                               Management          For                For

1.5            Appoint a Director                                               Management          For                For

1.6            Appoint a Director                                               Management          For                For

1.7            Appoint a Director                                               Management          For                For

1.8            Appoint a Director                                               Management          For                For

2              Appoint a Supplementary Auditor                                  Management          For                For



MATERIAL SCIENCES CORPORATION


                                                                                                    
SECURITY                             576674105                                  MEETING TYPE                 Annual
TICKER SYMBOL                        MASC                                       MEETING DATE                 30-Jun-2011
ISIN                                 US5766741053                               AGENDA                       933472172 - 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 AS THE        Management          For                For
               COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               FEBRUARY 29, 2012.


CAVCO INDUSTRIES, INC.


                                                                                                    
SECURITY                             149568107                                  MEETING TYPE                 Annual
TICKER SYMBOL                        CVCO                                       MEETING DATE                 30-Jun-2011
ISIN                                                                            AGENDA                       933476726 - Management




                                                                                                                       FOR/AGAINST
ITEM           PROPOSAL                                                         TYPE                VOTE               MANAGEMENT
------------   --------------------------------------------------------------   -----------------   ----------------   -------------
                                                                                                           
1              DIRECTOR                                                         Management

               1          JOSEPH H. STEGMAYER                                                       For                For

               2          WILLIAM C. BOOR                                                           For                For

2              RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR       Management          For                For
               FISCAL 2012.

3              PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management          Abstain            Against
               RELATING TO EXECUTIVE COMPENSATION.

4              EXECUTIVE COMPENSATION FREQUENCY STOCKHOLDER VOTE.               Management          Abstain            Against


ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   1
The Gabelli Equity Income Fund

                           Investment Company Report

RAIFFEISEN BANK INTERNATIONAL AG, WIEN


                                                                                             
SECURITY                      A7111G104                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       08-Jul-2010
ISIN                          AT0000606306                                         AGENDA             702484306 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF POA         Non-Voting
               COMMENT. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO
               NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.

1              Approve the presentation annual report                            Management     For         For

2              Approve to Usage of earnings                                      Management     For         For

3              Grant discharge to the Board of Director                          Management     For         For

4              Grant discharge to the Supervisory Board                          Management     For         For

5              Approve the remuneration for Supervisory Board                    Management     For         For

6              Election of the Auditor                                           Management     For         For

7              Approve the buy back of own shares                                Management     For         For

8              Amend the Articles of Association in accordance with the law      Management     For         For
               on the implementation of the shareholder rights directive
               2009 in sections 3, 4, 6, 8 to 12 and 14 to 18, addition
               of a new Section 19, and renumbering of the existing
               sections 19

9              Election of the Supervisory Board                                 Management     For         For

10             Approve the buy back of own shares                                Management     For         For

11             Approve the merger                                                Management     For         For


THE GREAT ATLANTIC & PACIFIC TEA CO INC.


                                                                                             
SECURITY                      390064103                                            MEETING TYPE       Annual
TICKER SYMBOL                 GAP                                                  MEETING DATE       15-Jul-2010
ISIN                          US3900641032                                         AGENDA             933294237 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CHARTER TO      Management     Against     Against
               INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK WHICH THE
               COMPANY HAS AUTHORITY TO ISSUE FROM 160,000,000 TO 260,000,000
               SHARES.

02             DIRECTOR                                                          Management

               1       B. GAUNT                                                                 For         For

               2       D. KOURKOUMELIS                                                          For         For

               3       E. LEWIS                                                                 For         For

               4       G. MAYS                                                                  For         For

               5       M. B. TART-BEZER                                                         For         For

03             PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS      Management     For         For
               LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM.


CABLE & WIRELESS WORLDWIDE PLC


                                                                                             
SECURITY                      G1839Y103                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       21-Jul-2010
ISIN                          GB00B5WB0X89                                         AGENDA             702529390 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1.             Receive the group accounts for the FYE 31 MAR 2010 and the        Management     For         For
               reports of the Directors and Auditors thereon

2.             Approve the Directors' remuneration report for the YE 31 MAR      Management     For         For
               2010

3.             Election of Tim Weller as a Director                              Management     For         For

4.             Re-elect Penny Hughes as a Director                               Management     For         For

5.             Re-elect John Pluthero as a Director                              Management     For         For

6.             Re-appoint KPMG Audit Plc as the Auditor of the Company           Management     For         For

7.             Authorize the Directors to set the Auditors' remuneration         Management     For         For

8.             Authorize the Directors to allot shares or to grant rights to     Management     For         For
               subscribe for or to convert any security into shares in
               accordance with Article 12 of the Company's Articles of
               Association shall apply until the earlier of the conclusion of
               the Company's AGM in 2011 or 30 SEP 2011 and for that period
               there shall be two Section 551 Amounts (as defined in Article
               12) of: (i) GBP 43 million; and (ii) GBP 88 million (such
               amount to be reduced by any allotments or grants made under
               (i) above) which the Directors shall only be empowered to use
               in connection with a rights issue (As defined in Article 12),
               all previous authorities under Article 12(B) are revoked,
               subject to Article 12(D)



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   2
The Gabelli Equity Income Fund


                                                                                                
S.9            Authorize the Directors to allot equity securities without        Management     For         For
               first being required to offer such shares to existing
               shareholders [as set out in Sections 561 and 571 of the Act],
               this resolution requests that shareholders approve this
               authority, but only for securities having a maximum aggregate
               nominal value of GBP 6 million which is equivalent to just
               under 5% of the Company's issued ordinary share capital as at
               02 JUN 2010, the Directors have no present intention of
               exercising this new authority; in accordance with institutional
               investor guidelines, the Directors confirm their intention that
               no more than 7.5% of the issued share capital will be issued
               for cash on a non-pre-emptive basis during any rolling 3 year
               period [excluding shares issued pursuant to employee incentive
               schemes]; this authorities sought under Resolutions 8 and 9, if
               passed, will expire on the earlier of the Company's AGM in 2011
               or 30 SEP 2011, the Directors intend to seek renewal or these
               authorities at the next AGM

S.10           Authorize the Company, to make market purchases (as defined in    Management     For         For
               Section 701 of the Companies Act 2006) of ordinary shares with
               a nominal value of 5p each in the Company, provided that: (a)
               the Company does not purchase under this authority more than
               262 million ordinary shares; (b) the Company does not pay less
               than 5p for each ordinary share; and (c) the Company does not
               pay more for each share than the higher of (i) 5% over the
               average of the middle market price of the ordinary shares for
               the five business days immediately preceding the day on which
               the Company agrees to buy the shares concerned, based on share
               prices, published in the Daily Official List of the London Stock
               Exchange; and (ii) the price stipulated by Article 5(i) of the
               buy- back and Stabilization Regulation (EC No. 227S/2003); and
               [Authority expires the earlier of the conclusion of the AGM of
               the Company in 2011 or 30 September]; 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

11.            Amend the rules of the Cable & Wireless Worldwide Long Term       Management     For         For
               Incentive Plan as specified

12.            Approve the trust deed and rules of the THUS Share Purchase       Management     For         For
               Plan 2010, as specified be adopted and authorize the Directors
               of THUS Limited, or a duly authorized Committee of them, to do
               all such acts and things as they may consider necessary or
               expedient to operate the Thus share Purchase Plan 2010
               including making any amendments required in order to obtain
               the approval of Her Majesty's Revenue & Customs and the
               Directors of THUS Limited, or a duly authorized Committee of
               them, to establish any schedule to the THUS Share Purchase
               Plan 2010 they consider necessary in relation to employees in
               jurisdictions outside the United Kingdom, including without
               limitation making any modifications necessary or desirable to
               take account of local securities laws, exchange control and
               tax legislation, provided that any ordinary shares in the
               capital of the Company made available under any schedule are
               treated as counting against the relevant limits on individual
               and overall participation in the THUS Share Purchase Plan 2010

13.            Approve that the Company may send or supply any document or       Management     For         For
               information that is: (i) required or authorized to be sent or
               supplied by the Company under the Companies Acts (as defined
               in Section 2 of the Companies Act 2006); or (ii) pursuant to
               the Company's Articles of Association or pursuant to any other
               rules or regulations to which the Company may be subject, by
               making it available by electronic means, including via a
               website

S.14           Authorize the Company to call a general meeting of the            Management     For         For
               shareholders, other than an AGM, on not less than 14 clear
               days' notice

15.            Authorize, in accordance with Section 365 of the Companies Act    Management     For         For
               2006 (the "Act"), the Company and any Company which is or
               becomes a subsidiary of the Company during the period to which
               the resolution relates, to make political donations to
               political parties and/or independent election candidates or
               other political organizations not exceeding GBP 100,000 in the
               period ending on the earlier of 20 JUL 2014 at the date of the
               Company's AGM in 2014

16.            Authorize the Directors of the Company to: (a) exercise the       Management     For         For
               power conferred upon them by Article 130(A) of the Company's
               Articles so that, to the extent and in the manner determined by
               the Directors, the holders of ordinary shares in the Company be
               offered the right to choose to receive new ordinary shares in
               the Company, credited as fully paid up, instead of all or part
               of the final dividend of the Company for the FYE 31 MAR 2010
               and instead of some or all of their cash dividends (Including
               interim dividend) paid by the Directors or declared by the
               Company in general meeting (as the case may be) during the
               period 21 JUL 2010 and ending on 20 JUL 2015; and (b)
               capitalize a sum equal to the nominal value of the new ordinary
               shares of the Company to be allotted pursuant to the
               authorization in (a) which is part of any of the Company's
               reserves (Including premiums received when any shares were
               issued, capital redemption reserves or other undistributable
               reserves) or which the Company is holding as net profits, as
               the Directors may determine, to apply such sum in paying up
               such ordinary shares in the Company in full and to allot such
               ordinary shares, credited as fully paid, to the shareholders of
               the Company validity opting to receive ordinary shares instead
               of some or all of their cash dividends (Including interim
               dividends) in accordance with their respective entitlements

17.            Declare a final dividend for the YE 31 MAR 2010 of 3.00 pence     Management     For         For
               per ordinary share


CABLE & WIRELESS COMMUNICATIONS PLC, LONDON


                                                                                             
SECURITY                      G1839G102                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       21-Jul-2010
ISIN                          GB00B5KKT968                                         AGENDA             702535901 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   3
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ----------------------------------------------------------------  ------------   ---------   -------------
                                                                                                
1.             Receive the group accounts for the FYE 31 MAR 2010 and the        Management     For         For
               reports of the Directors and Auditors thereon

2.             Approve the Directors' remuneration report for the YE 31 MAR      Management     For         For
               2010 as contained within the annual report and accounts

3.             Re-elect Sir Richard Lapthorne, CBE as a Director                 Management     For         For

4.             Re-elect Mr. Nick Cooper as a Director                            Management     For         For

5.             Re-elect Ms. Kate Nealon as a Director                            Management     For         For

6.             Re-appoint KPMG Audit PLC as the Auditors of the Company until    Management     For         For
               the conclusion of the next AGM of the Company

7.             Authorize the Director to set the Auditors' remuneration          Management     For         For

8.             Authorize the Directors to allot shares or to grant rights to     Management     For         For
               subscribe for or to convert any security into shares in
               accordance with Article 12 of the Company's Articles of
               Association; [Authority expires at the conclusion of the
               Company's AGM in 2011 or 30 SEP 2011] and for that period
               there shall be tow Section 551 amounts [as defined in Article
               12[B]] of; [i] USD 43 million; and [ii] USD 86 million [such
               amount to be reduced by any allotments or grants made under
               [i] above] which the Directors shall only be empowered to use
               in connection with a rights issue [as defined in Article
               12[E]]; all previous authorities under Article 12[B] are
               revoked, subject to Article 12[D]

S.9            Authorize the Directors, subject to the passing of Resolution     Management     For         For
               8, to allot equity securities for cash in accordance with
               Article 12 of the Company's Articles of Association;
               [Authority expires at conclusion of the Company's AGM in 2011
               or 30 SEP 2011] and for that period the Section 561 amount [as
               defined in Article 12[C] shall be USD 6 million; all previous
               authorities under Article 12[C] are revoked, subject to
               Article 12[D]

S.10           Authorize the Company, for the purposes of Section 701 of the     Management     For         For

               Companies Act 2006 to make one or more market purchases [as
               defined in Section 693[4] of the Companies Act 2006] of its
               ordinary shares with nominal value of USD 0.05 each in the
               Company, provided that: [a] the Company does not purchase under
               this authority more than 262 million ordinary shares; [b] the
               Company does not pay less than the nominal value, currently USD
               0.05, for each ordinary share; and [c] the Company does not pay
               more per ordinary share than the higher of [i] an amount equal to
               5% over the average of the middle-market price of the ordinary
               shares for the 5 business days immediately preceding the day on
               which the Company agrees to buy the shares concerned, based on
               share prices published in the Daily Official List of the London
               Stock Exchange; and [ii] the price stipulated by Article 5[1] of
               the Buy-back and Stabilization Regulation [EC No. 2273/203];
               [Authority shall continue until the conclusion of the Company's
               AGM in 2011 or 30 SEP 2011], provided that if the Company has
               agreed before this date to purchase ordinary shares where these
               purchases will or may be executed after the authority terminates
               [either wholly or in part] the Company may complete such
               purchases

S.11           Authorize Company to call a general meeting of the                Management     For         For
               shareholders, other than an AGM, on not less than 14 clear
               days' notice

12.            Authorize the Directors of the Company, to exercise the power     Management     For         For
               conferred upon them by Article 130 [A] of the Company's
               Articles of Association as from time to time varied so that,
               to the extent and in the manner determined by the Directors,
               the holders of ordinary shares in the Company be permitted to
               elect to receive new ordinary shares in the Company, credited
               as fully paid, instead of all or part of the final dividend
               for the FY of the Company ended 31 MAR 2010 and instead of all
               or any part of any dividends [including interim dividends]
               paid by the Directors or declared by the Company in general
               meeting [as the case may be] during the period commencing on
               21 JUL 2010 and ending on or before 20 JUL 2015; and [b]
               capitalize an amount equal to the nominal value of the new
               ordinary shares of the Company to be allotted pursuant to any
               elections made as aforesaid out of the amount standing to the
               credit of reserves or funds [including any share premium
               account, capital redemption reserve and the profit and loss
               account] or any other sum which is available to be
               distributed, as the Directors may determine, to apply such sum
               in paying up such ordinary shares in the Company in full and
               to allot such ordinary shares to the shareholders of the
               Company validly making such elections in accordance with their
               respective entitlements

13.            Authorize the Company and all Companies that are its              Management     For         For
               Subsidiaries, in accordance with Sections 366 and 367 of the
               Companies Act 2006, at any time during the period for which
               this resolution is effective [the Group], in aggregate, to: [a]
               make political donations to political parties and/or
               Independent election candidates not exceeding GBP 100,000 in
               total; and b] make political donations to political
               organizations other than political parties not exceeding GBP
               100,000 in total;  and [c] incur political expenditure not
               exceeding GBP 100,000 in total; [Authority expires at the
               conclusion of the AGM to be held in 2014 or 20 JUL 2014],
               provided that the authorized sum referred to in paragraphs [a],
               [b] and [c] may be comprised of one or more amounts in
               different currencies which, for the purposes of calculating the
               said sum, shall be converted into pounds sterling at the
               exchange rate published in the London edition of the Financial
               Times on the day on which the relevant donation is made or
               expenditure incurred [or the first business day thereafter] or,
               if earlier, on the day which the relevant member of the Group
               enters into any contract or undertaking relating to the same;
               any terms used in this resolution which are defined in Part 14
               of the Companies Act 2006 shall bear the same meaning for the
               purposes of this resolution

14.            Authorize the Company to send or supply any document or           Management     For         For
               information that is [i] required or authorized to be sent or
               supplied by the Company under the Companies Acts [as defined
               in Section 2 of the Companies Act 2006]; or [ii] pursuant to
               the Company's Articles of Association or pursuant to any other
               rules or regulations to which the Company may be subject, by
               making it available by electronic means, including via a
               website

15.            Declare a final dividend for the YE 31 MAR 2010                   Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   4
The Gabelli Equity Income Fund

BT GROUP PLC, LONDON


                                                                                             
SECURITY                      G16612106                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       22-Jul-2010
ISIN                          GB0030913577                                         AGENDA             702462285 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Receive the report and accounts                                   Management     For         For

2              Receive the remuneration report                                   Management     For         For

3              Approve the final dividend                                        Management     For         For

4              Re-election of Sir Michael Rake                                   Management     For         For

5              Re-election of Ian Livingston                                     Management     For         For

6              Re-election of Carl Symon                                         Management     For         For

7              Election of Anthony Ball                                          Management     For         For

8              Re-appointment of the Auditors                                    Management     For         For

9              Approve the remuneration of the Auditors                          Management     For         For

10             Grant authority to allot shares                                   Management     For         For

S.11           Grant authority to allot shares for cash                          Management     For         For

S.12           Grant authority to purchase own shares                            Management     For         For

S.13           Approve the 14 days notice of meetings                            Management     For         For

14             Grant authority for political donations                           Management     For         For


CONSTELLATION BRANDS, INC.


                                                                                             
SECURITY                      21036P108                                            MEETING TYPE       Annual
TICKER SYMBOL                 STZ                                                  MEETING DATE       22-Jul-2010
ISIN                          US21036P1084                                         AGENDA             933300319 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JERRY FOWDEN                                                             For         For

               2       BARRY A. FROMBERG                                                        For         For

               3       JEANANNE K. HAUSWALD                                                     For         For

               4       JAMES A. LOCKE III                                                       For         For

               5       RICHARD SANDS                                                            For         For

               6       ROBERT SANDS                                                             For         For

               7       PAUL L. SMITH                                                            For         For

               8       MARK ZUPAN                                                               For         For

02             PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S     Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING FEBRUARY 28, 2011.


BT GROUP PLC


                                                                                             
SECURITY                      05577E101                                            MEETING TYPE       Annual
TICKER SYMBOL                 BT                                                   MEETING DATE       22-Jul-2010
ISIN                          US05577E1010                                         AGENDA             933301171 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             REPORT AND ACCOUNTS                                               Management     For         For

02             REMUNERATION REPORT                                               Management     For         For

03             FINAL DIVIDEND                                                    Management     For         For

04             RE-ELECT SIR MICHAEL RAKE                                         Management     For         For

05             RE-ELECT IAN LIVINGSTON                                           Management     For         For

06             RE-ELECT CARL SYMON                                               Management     For         For

07             ELECT TONY BALL                                                   Management     For         For

08             REAPPOINTMENT OF AUDITORS                                         Management     For         For

09             REMUNERATION OF AUDITORS                                          Management     For         For

10             AUTHORITY TO ALLOT SHARES                                         Management     For         For

S11            AUTHORITY TO ALLOT SHARES FOR CASH                                Management     For         For

S12            AUTHORITY TO PURCHASE OWN SHARES                                  Management     For         For

S13            14 DAYS' NOTICE OF MEETINGS                                       Management     For         For

14             AUTHORITY FOR POLITICAL DONATIONS                                 Management     For         For


MODINE MANUFACTURING COMPANY


                                                                                             
SECURITY                      607828100                                            MEETING TYPE       Annual
TICKER SYMBOL                 MOD                                                  MEETING DATE       22-Jul-2010
ISIN                          US6078281002                                         AGENDA             933304230 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: THOMAS A. BURKE                             Management     For         For

1B             ELECTION OF DIRECTOR: CHARLES P. COOLEY                           Management     For         For

1C             ELECTION OF DIRECTOR: GARY L. NEALE                               Management     For         For

02             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS           Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


BROWN-FORMAN CORPORATION


                                                                                             
SECURITY                      115637100                                            MEETING TYPE       Annual
TICKER SYMBOL                 BFA                                                  MEETING DATE       22-Jul-2010
ISIN                          US1156371007                                         AGENDA             933306791 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   5
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PATRICK BOUSQUET-CHAVANNE                   Management     For         For

1B             ELECTION OF DIRECTOR: GEO. GARVIN BROWN IV                        Management     For         For

1C             ELECTION OF DIRECTOR: MARTIN S. BROWN, JR.                        Management     For         For

1D             ELECTION OF DIRECTOR: JOHN D. COOK                                Management     For         For

1E             ELECTION OF DIRECTOR: SANDRA A. FRAZIER                           Management     For         For

1F             ELECTION OF DIRECTOR: RICHARD P. MAYER                            Management     For         For

1G             ELECTION OF DIRECTOR: WILLIAM E. MITCHELL                         Management     For         For

1H             ELECTION OF DIRECTOR: WILLIAM M. STREET                           Management     For         For

1I             ELECTION OF DIRECTOR: DACE BROWN STUBBS                           Management     For         For

1J             ELECTION OF DIRECTOR: PAUL C. VARGA                               Management     For         For

1K             ELECTION OF DIRECTOR: JAMES S. WELCH, JR.                         Management     For         For


REMY COINTREAU SA, COGNAC


                                                                                             
SECURITY                      F7725A100                                            MEETING TYPE       MIX
TICKER SYMBOL                 RCO.PA                                               MEETING DATE       27-Jul-2010
ISIN                          FR0000130395                                         AGENDA             702528069 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID              Non-Voting
               VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
               OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               the Proxy Card-directly 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 be forwarded to the Global Custodians that have
               become-Registered Intermediaries, on the Vote Deadline Date.
               In capacity as- Registered Intermediary, the Global 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            Approve the financial statements for the FY 2009/2010             Management     For         For

O.2            Approve the consolidated financial statements for the FY          Management     For         For
               2009/2010

O.3            Approve the allocation of income and setting of the dividend      Management     For         For

O.4            Approve the option for the payment of dividend in shares          Management     For         For

O.5            Approve the agreements pursuant to Article L.225-38 of the        Management     For         For
               Commercial Code

O.6            Grant discharge of duties to the Board members                    Management     For         For

O.7            Approve the renewal of Mr. Marc Heriard Dubreuil's term as        Management     For         For
               Board member

O.8            Approve the renewal of Mr. Timothy Jones' term as Board member    Management     For         For

O.9            Approve the renewal of Mr. Jean Burelle's term as Board member    Management     For         For

O.10           Appointment of Mr. Didier Alix as a Board member                  Management     For         For

O.11           Approve to determine the attendance allowances                    Management     For         For

O.12           Authorize the Board of Directors to purchase or sell shares of    Management     For         For
               the Company under the provisions of Articles L.225-209 and
               seq. of the Commercial Code

O.13           Grant powers for the formalities                                  Management     For         For

E.14           Authorize the Board of Directors to reduce the share capital      Management     For         For
               by cancellation of treasury shares of the Company

E.15           Authorize the Board of Directors to decide on the share           Management     For         For
               capital increase by issuing, with preferential subscription
               rights of the shareholders, shares of the Company and/or
               securities giving access to the capital of the Company and/or
               to issuance of securities entitling to allotment of debt
               securities

E.16           Authorize the Board of Directors to decide on the share           Management     For         For
               capital increase by issuing, with cancellation of preferential
               subscription rights of the shareholders, shares of the Company
               and/or securities giving access to the capital of the Company
               and/or to issuance of securities entitling to allotment of
               debt securities, by public offer

E.17           Authorize the Board of Directors to decide on the share           Management     For         For
               capital increase by issuing, with cancellation of preferential
               subscription rights of the shareholders, shares of the Company
               and/or securities giving access to the capital of the Company
               and/or to issuance of securities entitling to allotment of
               debt securities, by an offer pursuant to Article L.411-2, II
               of the Monetary and Financial Code

E.18           Authorize the Board of Directors to set the issue price of the    Management     For         For
               issuable securities under the sixteenth and seventeenth
               resolutions, with cancellation of preferential subscription
               rights of the shareholders, within the limit of 10% of the
               capital annually

E.19           Authorize the Board of Directors to increase the number of        Management     For         For
               issuable securities in the event of issuance with or without
               preferential subscription rights of the shareholders

E.20           Authorize the Board of Directors to allocate options to           Management     For         For
               subscribe for or purchase shares

E.21           Authorize the Board of Directors to increase the share capital    Management     For         For
               by issuing shares reserved for members of a Company savings
               plan

E.22           Authorize to reduce the share capital                             Management     For         For

E.23           Authorize the Board of Directors in case of public offer          Management     For         For
               involving the stocks of the Company

E.24           Authorize the Board of Directors to allocate the expenses due     Management     For         For
               to the capital increases concluded on the premiums pertaining
               to these transactions

E.25           Amend the third resolution of Article 8.2 of the Statutes         Management     For         For
               relating to the thresholds crossing, consequential to the
               changes in legislation and regulation

E.26           Grant powers for the formalities                                  Management     For         For

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY-CLICKING ON THE MATERIAL URL
               LINK:-https://balo.journal-
               officiel.gouv.fr/pdf/2010/0618/201006181003568.pdf



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   6
The Gabelli Equity Income Fund

ITO EN,LTD.


                                                                                             
SECURITY                      J25027103                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                 ITONF.PK                                             MEETING DATE       27-Jul-2010
ISIN                          JP3143000002                                         AGENDA             702544556 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Approve Appropriation of Profits                                  Management     For         For

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


LEGG MASON, INC.


                                                                                             
SECURITY                      524901105                                            MEETING TYPE       Annual
TICKER SYMBOL                 LM                                                   MEETING DATE       27-Jul-2010
ISIN                          US5249011058                                         AGENDA             933305535 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JOHN T. CAHILL**                                                         For         For

               2       DENNIS R. BERESFORD*                                                     For         For

               3       NELSON PELTZ*                                                            For         For

               4       W. ALLEN REED*                                                           For         For

               5       NICHOLAS J. ST. GEORGE*                                                  For         For

02             AMENDMENT TO THE LEGG MASON, INC. EXECUTIVE INCENTIVE             Management     For         For
               COMPENSATION PLAN.

03             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

04             STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE INCENTIVE            Shareholder    Against     For
               COMPENSATION PLAN.

05             STOCKHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN.              Shareholder    Against     For


PRECISION CASTPARTS CORP.


                                                                                             
SECURITY                      740189105                                            MEETING TYPE       Annual
TICKER SYMBOL                 PCP                                                  MEETING DATE       10-Aug-2010
ISIN                          US7401891053                                         AGENDA             933303478 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       DANIEL J. MURPHY                                                         For         For

               2       STEVEN G. ROTHMEIER                                                      For         For

               3       RICHARD L. WAMBOLD                                                       For         For

               4       TIMOTHY A. WICKS                                                         For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM

03             SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD STRUCTURE         Shareholder    Against     For


PETROLEO BRASILEIRO S.A. - PETROBRAS


                                                                                             
SECURITY                      71654V408                                            MEETING TYPE       Special
TICKER SYMBOL                 PBR                                                  MEETING DATE       12-Aug-2010
ISIN                          US71654V4086                                         AGENDA             933316336 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   7
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             RATIFYING THE ENGAGEMENT OF PRICEWATERHOUSECOOPERS CORPORATE
               FINANCE & RECOVERY LTDA. ("PWC"), TO PREPARE A VALUATION REPORT
               OF 4 (FOUR) LETRAS FINANCEIRAS DO TESOURO (FEDERAL TREASURY
               BILLS) ISSUED BY THE BRAZILIAN FEDERAL GOVERNMENT (THE
               "VALUATION REPORT"), ALL AS MORE FULLY DESCRIBED IN THE PROXY
               STATEMENT                                                         Management     For         For

02             APPROVING THE CRITERIA AND METHODOLOGY TO ESTABLISH THE VALUE     Management     For         For
               OF THE LFTS, AS PROPOSED BY PWC IN THE VALUATION REPORT (THE
               "VALUATION CRITERIA")

03             DELEGATING AUTHORITY TO THE BOARD OF DIRECTORS OF THE COMPANY     Management     For         For
               TO RATIFY THE FINAL VALUE OF EACH OF THE LFTS SERIES, AS
               APPEAR IN THE VALUATION REPORT PURSUANT TO THE VALUATION
               CRITERIA


ALCON, INC.


                                                                                             
SECURITY                      H01301102                                            MEETING TYPE       Special
TICKER SYMBOL                 ACL                                                  MEETING DATE       16-Aug-2010
ISIN                          CH0013826497                                         AGENDA             933310512 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI

1B             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER

1C             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT

1D             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER

1E             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX


ALCON, INC.


                                                                                             
SECURITY                      H01301102                                            MEETING TYPE       Special
TICKER SYMBOL                 ACL                                                  MEETING DATE       16-Aug-2010
ISIN                          CH0013826497                                         AGENDA             933315170 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI

1B             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER

1C             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT

1D             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER

1E             REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS (CONDITIONAL       Management     For         For
               RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX


VALUE LINE, INC.


                                                                                             
SECURITY                      920437100                                            MEETING TYPE       Annual
TICKER SYMBOL                 VALU                                                 MEETING DATE       17-Aug-2010
ISIN                          US9204371002                                         AGENDA             933316994 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       H.A. BRECHER                                                             For         For

               2       M.E. APPEL                                                               For         For

               3       S.R. ANASTASIO                                                           For         For

               4       W.E. REED                                                                For         For

               5       A. FIORE                                                                 For         For

               6       S. DAVIS                                                                 For         For

               7       T. SARKANY                                                               For         For


GRUPO BIMBO SAB DE CV, MEXICO


                                                                                             
SECURITY                      P4949B104                                            MEETING TYPE       ExtraOrdinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       19-Aug-2010
ISIN                          MXP495211262                                         AGENDA             702562376 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   8
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE VOTING RIGHTS AT     Non-Voting
               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              Approve, if deemed appropriate, the unaudited financial           Management     For         For
               statements of Grupo Bimbo, S.A.B. De C.V., to 31 JUL 2010

II             Approve, if deemed appropriate, a proposal for Grupo Bimbo,       Management     For         For
               S.A.B. De C.V., as the Company carrying out the merger and
               that will continue after it, to merge into itself Tecebim,
               S.A. De C.V., as the Company that is being merged and will
               disappear, as well as the respective Merger Agreement

III            Approve the designation of special delegates to formalize and     Management     For         For
               carry out the resolutions passed by this meeting

               PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING      Non-Voting
               TYPE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
               RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.


CENTURYLINK, INC.


                                                                                             
SECURITY                      156700106                                            MEETING TYPE       Special
TICKER SYMBOL                 CTL                                                  MEETING DATE       24-Aug-2010
ISIN                          US1567001060                                         AGENDA             933312681 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF CENTURYLINK       Management     For         For
               COMMON STOCK IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE
               AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 21, 2010, BY
               AND AMONG QWEST COMMUNICATIONS INTERNATIONAL INC., THE
               COMPANY, AND SB44 ACQUISITION COMPANY, AS SUCH AGREEMENT MAY
               BE AMENDED FROM TIME TO TIME.

02             A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE MEETING, IF          Management     For         For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
               SUFFICIENT VOTES FOR THE PROPOSAL TO ISSUE CENTURYLINK COMMON
               STOCK IN COMPANY IN CONNECTION WITH THE MERGER.


QWEST COMMUNICATIONS INTERNATIONAL INC.


                                                                                             
SECURITY                      749121109                                            MEETING TYPE       Special
TICKER SYMBOL                 Q                                                    MEETING DATE       24-Aug-2010
ISIN                          US7491211097                                         AGENDA             933312720 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ADOPT AGREEMENT AND PLAN OF MERGER AMONG CENTURYLINK, INC.,       Management     For         For
               SB44 ACQUISITION COMPANY AND QWEST COMMUNICATIONS INTERNATIONAL
               INC., PURSUANT TO WHICH SB44 ACQUISITION COMPANY BE MERGED WITH
               AND INTO QWEST AND EACH OUTSTANDING SHARE OF COMMON STOCK OF
               QWEST BE CONVERTED INTO RIGHT TO RECEIVE 0.1664 SHARES OF
               COMMON STOCK OF CENTURYLINK, WITH CASH PAID IN LIEU OF
               FRACTIONAL SHARES

02             TO VOTE UPON AN ADJOURNMENT OF THE QWEST SPECIAL MEETING, IF      Management     For         For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
               SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT


TOMKINS PLC, LONDON


                                                                                             
SECURITY                      G89158136                                            MEETING TYPE       Court Meeting
TICKER SYMBOL                                                                      MEETING DATE       31-Aug-2010
ISIN                          GB0008962655                                         AGENDA             702567059 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
               PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS      Non-Voting
               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.

1.             Approve a scheme of arrangement [the "Scheme of Arrangement"]     Management     For         For
               proposed to be made between the Company and the holders of
               Independent Scheme Shares and Executive Team Shares


TOMKINS PLC, LONDON


                                                                                             
SECURITY                      G89158136                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       31-Aug-2010
ISIN                          GB0008962655                                         AGENDA             702567061 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   9
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
S.1            Approve, for the purpose of giving effect to the scheme of
               arrangement dated 06 AUG 2010 between the Company and the
               holders of the Scheme Shares (as specified in the said scheme
               of arrangement), a print of which has been produced to this
               meeting and for the purposes of identification signed by the
               Chairman hereof, in its original form or subject to such
               modification, addition or condition as may be agreed between
               the Company and Pinafore Acquisition Limited ("Pinafore") and
               approved or imposed by the Court (the "Scheme"): authorize the
               Directors of the Company to take all such action as they may
               consider necessary or appropriate for carrying the scheme into
               effect; the share capital of the company be reduced by
               canceling and extinguishing all of the Cancellation Shares (as
               specified in the Scheme); subject to and forthwith upon the
               reduction of share capital referred to in Paragraph (B) above
               taking effect and, if appropriate, the Company being
               re-registered as a private Company pursuant to Section 651 of
               the Companies Act 2006 and notwithstanding anything to the
               contrary in the Articles of Association of the Company: the
               reserve arising in the books of account of the Company as a
               result of the reduction of share capital referred to in
               Paragraph (B) above be capitalized and applied in paying up in
               full at par such number of new ordinary shares of 9 US cents
               each (the "New Tomkins Shares") as shall be equal to the
               aggregate number of Cancellation Shares cancelled pursuant to
               Paragraph (B) above, which shall be allotted and issued (free
               from any liens, charges, equitable interests, encumbrances,
               rights of pre-emption and any other interests of any nature
               whatsoever and together with all rights attaching thereto) and
               any other interests of any nature whatsoever and together with
               all rights attaching thereto, credited as fully paid, to
               Pinafore and/or its nominee(s) in accordance with the Scheme;
               and authorize the Directors of the Company for the purposes of
               Section 551 of the Companies Act to allot the New Tomkins
               Shares, provided that: the maximum aggregate nominal amount of
               relevant securities that may be allotted under this authority
               shall be the aggregate nominal amount of the New Tomkins
               Shares; [Authority expires on the 5th anniversary of the date
               on which this resolution is passed]; and this authority shall
               be in addition, and without prejudice, to any other authority
               under the said Section 551 previously granted and in force on
               the date on which this resolution is passed; and amend, with
               effect from the passing of this resolution, the Articles of
               Association of the Company by the adoption and inclusion of the
               following new Article 133 after Article 132 as specified;
               amend, subject to and with effect from the Scheme becoming
               effective in accordance with its terms, the Articles of
               Association of the Company: by adopting and including the
               following new Article 7A after Article 7 as specified; by
               inserting the following as specified at the start of each
               sentence beginning Article 6 and Article 7; and by deleting
               Article 77 and 83 and replacing them with the following as
               specified                                                         Management     For         For

2.             Approve the Executive Team Arrangements (as specified in the      Management     For         For
               Scheme Document), notwithstanding that such arrangements are
               not extended to all shareholders of the Company, and authorize
               the Directors of the Company to do or procure to be done all
               such acts and things or enter into any agreements on behalf of
               the Company as they consider necessary or expedient for the
               purpose of giving effect to such arrangements


H.J. HEINZ COMPANY


                                                                                             
SECURITY                      423074103                                            MEETING TYPE       Annual
TICKER SYMBOL                 HNZ                                                  MEETING DATE       31-Aug-2010
ISIN                          US4230741039                                         AGENDA             933309165 - 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 ACCOUNTING FIRM     Management     For         For

03             SHAREHOLDER PROPOSAL REQUESTING THE RIGHT TO SHAREHOLDER          Shareholder    Against     For
               ACTION BY WRITTEN CONSENT


COMPAGNIE FINANCIERE RICHEMONT AG SWITZ


                                                                                             
SECURITY                      H25662158                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       08-Sep-2010
ISIN                          CH0045039655                                         AGENDA             702562124 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
               PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 729469 DUE    Non-Voting
               TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

               BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN       Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE
               INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR
               SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1.             Approve the reports of the Auditors, the consolidated             Management     No Action
               financial statements of the Group, the financial statements
               of the Company and the Directors' report for the
               FYE 31 MAR 2010



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  10
The Gabelli Equity Income Fund


                                                                                                
2.             Approve the retained earnings available for distribution          Management     No Action
               amounted to CHF 1,600,466,093; that a dividend of
               CHF 0.35 be paid per Richemont share; this is
               equivalent to CHF 0.350 per 'A' bearer share in the Company
               and CHF 0.035 per 'B' registered share in the Company; this
               represents a total dividend payable of CHF
               200,970,000, subject to a waiver by Richemont Employee Benefits
               Limited, a wholly owned subsidiary of the Company, of its
               entitlement to receive dividends on an estimated 20 million
               Richemont 'A' shares held in treasury; the Board of Directors
               proposes that the remaining available retained earnings of the
               Company at 31 MAR 2010 after payment of the dividend be
               carried forward to the following business year

3.             Grant discharge to the Members from their obligations in          Management     No Action
               respect of the FYE 31 MAR 2010

4.1            Re-elect Johann Rupert as a Member of the Board of Directors      Management     No Action
               to serve for a further term of 1 year

4.2            Re-elect Dr. Franco Cologni as a Member of the Board of           Management     No Action
               Directors to serve for a further term of 1 year

4.3            Re-elect Lord Douro as a Member of the Board of Directors to      Management     No Action
               serve for a further term of 1 year

4.4            Re-elect Yves-Andre Istel as a Member of the Board of             Management     No Action
               Directors to serve for a further term of 1 year

4.5            Re-elect Richard Lepeu as a Member of the Board of Directors      Management     No Action
               to serve for a further term of 1 year

4.6            Re-elect Ruggero Magnoni as a Member of the Board of Directors    Management     No Action
               to serve for a further term of 1 year

4.7            Re-elect Simon Murray as a Member of the Board of Directors to    Management     No Action
               serve for a further term of 1 year

4.8            Re-elect Alain Dominique Perrin as a Member of the Board of       Management     No Action
               Directors to serve for a further term of 1 year

4.9            Re-elect Norbert Platt as a Member of the Board of Directors      Management     No Action
               to serve for a further term of 1 year

4.10           Re-elect Alan Quasha as a Member of the Board of Directors to     Management     No Action
               serve for a further term of 1 year

4.11           Re-elect Lord Renwick of Clifton as a Member of the Board of      Management     No Action
               Directors to serve for a further term of 1 year

4.12           Re-elect Jan Rupert as a Member of the Board of Directors to      Management     No Action
               serve for a further term of 1 year

4.13           Re-elect Prof. Jurgen Schrempp as a Member of the Board of        Management     No Action
               Directors to serve for a further term of 1 year

4.14           Re-elect Martha Wikstrom as a Member of the Board of Directors    Management     No Action
               to serve for a further term of 1 year

4.15           Election of Josua Malherbe as a Member of the Board of            Management     No Action
               Directors to serve for a further term of 1 year

4.16           Election of Dr. Frederick Mostert as a Member of the Board of     Management     No Action
               Directors to serve for a further term of 1 year

4.17           Election of Guillaume Pictet as a Member of the Board of          Management     No Action
               Directors to serve for a further term of 1 year

4.18           Election of Dominique Rochat as a Member of the Board of          Management     No Action
               Directors to serve for a further term of 1 year

4.19           Election of Gary Saage as a Member of the Board of Directors      Management     No Action
               to serve for a further term of 1 year

5.             Re-appoint PricewaterhouseCoopers as the Auditors of the          Management     No Action
               Company for a further term of 1 year

6.1            Amend the Articles 6, 12, 15, 18, 21, 26 and 28 of the            Management     No Action
               Articles of Incorporation as specified

6.2            Approve that the Company's Articles of Incorporation be           Management     No Action
               supplemented with an English translation (the French version
               will continue to prevail)


PATTERSON COMPANIES, INC.


                                                                                             
SECURITY                      703395103                                            MEETING TYPE       Annual
TICKER SYMBOL                 PDCO                                                 MEETING DATE       13-Sep-2010
ISIN                          US7033951036                                         AGENDA             933315601 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JOHN D. BUCK*                                                            For         For

               2       PETER L. FRECHETTE*                                                      For         For

               3       CHARLES REICH*                                                           For         For

               4       BRIAN S. TYLER*                                                          For         For

               5       SCOTT P. ANDERSON**                                                      For         For

02             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR               Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING APRIL 30, 2011.


REINET INVESTMENTS SCA, LUXEMBOURG


                                                                                             
SECURITY                      L7925N152                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       14-Sep-2010
ISIN                          LU0383812293                                         AGENDA             702558050 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1.             Receive the general partner's, Supervisory Directors' and         Non-Voting
               Auditors' reports

2.             Approve to accept financial statements                            Management     No Action

3.             Approve to accept the consolidated financial statements           Management     No Action

4.             Approve the allocation of income                                  Management     No Action

5.             Approve to discharge general partner and Supervisory Directors    Management     No Action

6.1            Re-elect Denis Falck to Supervisory Board                         Management     No Action

6.2            Re-elect Peter Kaul to Supervisory Board                          Management     No Action

6.3            Re-elect Yves Prussen to Supervisory Board                        Management     No Action

6.4            Re-elect Ian Whitecourt to Supervisory Board                      Management     No Action

7.             Approve the remuneration of Supervisory Directors                 Management     No Action



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  11
The Gabelli Equity Income Fund

ALLEGHENY ENERGY, INC.


                                                                                             
SECURITY                      017361106                                            MEETING TYPE       Special
TICKER SYMBOL                 AYE                                                  MEETING DATE       14-Sep-2010
ISIN                          US0173611064                                         AGENDA             933313049 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED       Management     For         For
               AS OF FEBRUARY 10, 2010, BY AND AMONG FIRSTENERGY CORP.,
               ELEMENT MERGER SUB, INC. (A WHOLLY-OWNED SUBSIDIARY OF
               FIRSTENERGY CORP.) AND ALLEGHENY ENERGY, INC., AS AMENDED
               AS OF JUNE 4, 2010, AND AS IT MAY BE FURTHER AMENDED FROM
               TIME TO TIME, AND THE MERGER DESCRIBED THEREIN.

02             PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR        Management     For         For
               DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
               PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER
               AGREEMENT AND THE MERGER AT THE TIME OF THE SPECIAL MEETING.


HEWITT ASSOCIATES, INC.


                                                                                             
SECURITY                      42822Q100                                            MEETING TYPE       Special
TICKER SYMBOL                 HEW                                                  MEETING DATE       20-Sep-2010
ISIN                          US42822Q1004                                         AGENDA             933321806 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY       Management     For         For
               11, 2010, BY AND AMONG HEWITT, AON CORPORATION AND TWO WHOLLY
               OWNED SUBSIDIARIES OF AON CORPORATION.

02             TO APPROVE A 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 1.


MASTERCARD INCORPORATED


                                                                                             
SECURITY                      57636Q104                                            MEETING TYPE       Annual
TICKER SYMBOL                 MA                                                   MEETING DATE       21-Sep-2010
ISIN                          US57636Q1040                                         AGENDA             933315586 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF            Management     For         For
               INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS IN PHASES
               AND EFFECT RELATED CHANGES IN DIRECTOR VACANCY AND REMOVAL
               PROCEDURES.

1B             AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF            Management     For         For
               INCORPORATION TO ELIMINATE A SUPERMAJORITY VOTING REQUIREMENT
               FOR AMENDING THE COMPANY'S CERTIFICATE OF INCORPORATION.

1C             AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF            Management     For         For
               INCORPORATION TO REVISE REQUIREMENTS APPLICABLE TO THE
               COMPOSITION OF THE BOARD OF DIRECTORS.

1D             AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE OF            Management     For         For
               INCORPORATION TO REVISE REQUIREMENTS APPLICABLE TO THE
               OWNERSHIP OF THE COMPANY'S STOCK AND DELETE RELATED OBSOLETE
               PROVISIONS.

02             APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF             Management     For         For
               NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF
               THERE ARE NOT SUFFICIENT VOTES TO APPROVE EACH OF THE PROPOSALS
               COMPRISING PROPOSAL 1 AT THE TIME OF THE ANNUAL MEETING.

03             DIRECTOR                                                          Management
               1       NANCY J. KARCH                                                           For         For
               2       J.O. REYES LAGUNES                                                       For         For
               3       EDWARD SUNING TIAN                                                       For         For
               4       SILVIO BARZI                                                             For         For

04             RE-APPROVAL OF THE COMPANY'S SENIOR EXECUTIVE ANNUAL INCENTIVE    Management     For         For
               COMPENSATION PLAN.

05             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR 2010.


DEL MONTE FOODS COMPANY


                                                                                             
SECURITY                      24522P103                                            MEETING TYPE       Annual
TICKER SYMBOL                 DLM                                                  MEETING DATE       23-Sep-2010
ISIN                          US24522P1030                                         AGENDA             933320525 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             TO ELECT VICTOR L. LUND AS DIRECTOR TO HOLD OFFICE FOR ONE        Management     For         For
               YEAR TERM.

1B             TO ELECT JOE L. MORGAN AS DIRECTOR TO HOLD OFFICE FOR ONE YEAR    Management     For         For
               TERM.

1C             TO ELECT DAVID R. WILLIAMS AS DIRECTOR TO HOLD OFFICE FOR ONE     Management     For         For
               YEAR TERM.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  12
The Gabelli Equity Income Fund


                                                                                                
02             TO APPROVE THE AMENDMENT AND RESTATEMENT OF
               THE DEL MONTE FOODS COMPANY CERTIFICATE OF
               INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING
               PROVISIONS.                                                       Management     For         For

03             TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL MONTE FOODS          Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS
               FISCAL YEAR ENDING MAY 1, 2011.


GENERAL MILLS, INC.


                                                                                             
SECURITY                      370334104                                            MEETING TYPE       Annual
TICKER SYMBOL                 GIS                                                  MEETING DATE       27-Sep-2010
ISIN                          US3703341046                                         AGENDA             933315966 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: BRADBURY H. ANDERSON                        Management     For         For

1B             ELECTION OF DIRECTOR: R. KERRY CLARK                              Management     For         For

1C             ELECTION OF DIRECTOR: PAUL DANOS                                  Management     For         For

1D             ELECTION OF DIRECTOR: WILLIAM T. ESREY                            Management     For         For

1E             ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                        Management     For         For

1F             ELECTION OF DIRECTOR: JUDITH RICHARDS HOPE                        Management     For         For

1G             ELECTION OF DIRECTOR: HEIDI G. MILLER                             Management     For         For

1H             ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG                    Management     For         For

1I             ELECTION OF DIRECTOR: STEVE ODLAND                                Management     For         For

1J             ELECTION OF DIRECTOR: KENDALL J. POWELL                           Management     For         For

1K             ELECTION OF DIRECTOR: LOIS E. QUAM                                Management     For         For

1L             ELECTION OF DIRECTOR: MICHAEL D. ROSE                             Management     For         For

1M             ELECTION OF DIRECTOR: ROBERT L. RYAN                              Management     For         For

1N             ELECTION OF DIRECTOR: DOROTHY A. TERRELL                          Management     For         For

02             APPROVE EXECUTIVE INCENTIVE PLAN.                                 Management     For         For

03             RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL MILLS'              Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

04             CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                  Management     For         For


H&R BLOCK, INC.


                                                                                             
SECURITY                      093671105                                            MEETING TYPE       Annual
TICKER SYMBOL                 HRB                                                  MEETING DATE       30-Sep-2010
ISIN                          US0936711052                                         AGENDA             933319065 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ALAN M. BENNETT                             Management     For         For

1B             ELECTION OF DIRECTOR: RICHARD C. BREEDEN                          Management     For         For

1C             ELECTION OF DIRECTOR: WILLIAM C. COBB                             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: BRUCE C. ROHDE                              Management     For         For

1H             ELECTION OF DIRECTOR: TOM D. SEIP                                 Management     For         For

1I             ELECTION OF DIRECTOR: L. EDWARD SHAW, JR.                         Management     For         For

1J             ELECTION OF DIRECTOR: CHRISTIANNA WOOD                            Management     For         For

02             THE APPROVAL OF AN ADVISORY PROPOSAL ON THE COMPANY'S             Management     For         For
               EXECUTIVE PAY-FOR-PERFORMANCE COMPENSATION POLICIES AND
               PROCEDURES.

03             THE APPROVAL OF AN AMENDMENT TO THE 2003 LONG- TERM EXECUTIVE     Management     For         For
               COMPENSATION PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES
               OF COMMON STOCK ISSUABLE UNDER THE PLAN BY 10,000,000 SHARES
               (FROM 14,000,000 SHARES TO 24,000,000 SHARES).

04             THE APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER     Management     For         For
               THE EXECUTIVE PERFORMANCE PLAN.

05             A SHAREHOLDER PROPOSAL TO ADOPT A SIMPLE MAJORITY VOTING          Management     For         For
               STANDARD.

06             THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND         Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
               VOTING REQUIREMENT TO CALL A SPECIAL MEETING OF THE COMPANY'S
               SHAREHOLDERS.

07             THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND         Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
               VOTING REQUIREMENT RELATED TO THE REMOVAL OF DIRECTORS.

08             THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND         Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
               VOTING REQUIREMENT RELATED TO AMENDMENTS TO THE COMPANY'S
               ARTICLES OF INCORPORATION AND BYLAWS.

09             THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND         Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO REDUCE THE SUPERMAJORITY
               VOTING REQUIREMENT REGARDING THE RELATED PERSON TRANSACTION
               PROVISION.

10             THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management     For         For
               AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
               ENDING APRIL 30, 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  13
The Gabelli Equity Income Fund

UTS ENERGY CORPORATION


                                                                                             
SECURITY                      903396109                                            MEETING TYPE       Special
TICKER SYMBOL                 UEYCF                                                MEETING DATE       30-Sep-2010
ISIN                          CA9033961090                                         AGENDA             933325397 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN      Management     For         For
               APPENDIX A TO THE INFORMATION CIRCULAR OF UTS ENERGY
               CORPORATION ("UTS") DATED AUGUST 27, 2010 (THE "INFORMATION
               CIRCULAR"), TO APPROVE AN ARRANGEMENT UNDER SECTION 192 OF
               THE CANADA BUSINESS CORPORATIONS ACT INVOLVING UTS, TOTAL E&P
               CANADA LTD., SILVERBIRCH ENERGY CORPORATION ("SILVERBIRCH")
               AND THE HOLDERS OF COMMON SHARES OF UTS.

02             AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH       Management     For         For
               UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING
               TO SILVERBIRCH - APPROVAL OF SILVERBIRCH STOCK OPTION PLAN" IN
               THE INFORMATION CIRCULAR, RATIFYING AND APPROVING A STOCK
               OPTION PLAN FOR SILVERBIRCH.

03             AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH       Management     Against     Against
               UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING
               TO SILVERBIRCH - APPROVAL OF SILVERBIRCH SHAREHOLDER RIGHTS
               PLAN" IN THE INFORMATION CIRCULAR, APPROVING A SHAREHOLDER
               RIGHTS PLAN FOR SILVERBIRCH.


UTS ENERGY CORPORATION


                                                                                             
SECURITY                      903396109                                            MEETING TYPE       Special
TICKER SYMBOL                 UEYCF                                                MEETING DATE       30-Sep-2010
ISIN                          CA9033961090                                         AGENDA             933325400 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             A SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN      Management     For         For
               APPENDIX A TO THE INFORMATION CIRCULAR OF UTS ENERGY
               CORPORATION ("UTS") DATED AUGUST 27, 2010 (THE "INFORMATION
               CIRCULAR"), TO APPROVE AN ARRANGEMENT UNDER SECTION 192 OF
               THE CANADA BUSINESS CORPORATIONS ACT INVOLVING UTS, TOTAL E&P
               CANADA LTD., SILVERBIRCH ENERGY CORPORATION ("SILVERBIRCH")
               AND THE HOLDERS OF COMMON SHARES OF UTS.

02             AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH       Management     For         For
               UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING
               TO SILVERBIRCH - APPROVAL OF SILVERBIRCH STOCK OPTION PLAN" IN
               THE INFORMATION CIRCULAR, RATIFYING AND APPROVING A STOCK
               OPTION PLAN FOR SILVERBIRCH.

03             AN ORDINARY RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH       Management     Against     Against
               UNDER THE HEADING "OTHER MATTERS OF SPECIAL BUSINESS RELATING
               TO SILVERBIRCH - APPROVAL OF SILVERBIRCH SHAREHOLDER RIGHTS
               PLAN" IN THE INFORMATION CIRCULAR, APPROVING A SHAREHOLDER
               RIGHTS PLAN FOR SILVERBIRCH.


COCA-COLA ENTERPRISES INC.


                                                                                             
SECURITY                      191219104                                            MEETING TYPE       Special
TICKER SYMBOL                 CCE                                                  MEETING DATE       01-Oct-2010
ISIN                          US1912191046                                         AGENDA             933323874 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             THE PROPOSAL TO ADOPT THE BUSINESS SEPARATION AND MERGER          Management     For         For
               AGREEMENT, DATED AS OF FEBRUARY 25, 2010 AS IT MAY BE AMENDED
               FROM TIME TO TIME BY AND AMONG COCA-COLA ENTERPRISES INC.,
               INTERNATIONAL CCE INC., THE COCA-COLA COMPANY AND COBALT
               SUBSIDIARY LLC.

02             A PROPOSAL TO ADJOURN THE MEETING, IF NECESSARY OR                Management     For         For
               APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES.


THE MOSAIC COMPANY


                                                                                             
SECURITY                      61945A107                                            MEETING TYPE       Annual
TICKER SYMBOL                 MOS                                                  MEETING DATE       07-Oct-2010
ISIN                          US61945A1079                                         AGENDA             933322389 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       WILLIAM R. GRABER                                                        For         For

               2       EMERY N. KOENIG                                                          For         For

               3       SERGIO RIAL                                                              For         For

               4       DAVID T. SEATON                                                          For         For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT        Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               MAY 31, 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  14
The Gabelli Equity Income Fund

CARPENTER TECHNOLOGY CORPORATION


                                                                                             
SECURITY                      144285103                                            MEETING TYPE       Annual
TICKER SYMBOL                 CRS                                                  MEETING DATE       11-Oct-2010
ISIN                          US1442851036                                         AGENDA             933327808 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       I. MARTIN INGLIS                                                         For         For

               2       PETER N. STEPHANS                                                        For         For

               3       KATHRYN C. TURNER                                                        For         For

               4       STEPHEN M. WARD, JR.                                                     For         For

02             APPROVAL OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT         Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM.


THE PROCTER & GAMBLE COMPANY


                                                                                             
SECURITY                      742718109                                            MEETING TYPE       Annual
TICKER SYMBOL                 PG                                                   MEETING DATE       12-Oct-2010
ISIN                          US7427181091                                         AGENDA             933321375 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ANGELA F. BRALY                             Management     For         For

1B             ELECTION OF DIRECTOR: KENNETH I. CHENAULT                         Management     For         For

1C             ELECTION OF DIRECTOR: SCOTT D. COOK                               Management     For         For

1D             ELECTION OF DIRECTOR: RAJAT K. GUPTA                              Management     For         For

1E             ELECTION OF DIRECTOR: ROBERT A. MCDONALD                          Management     For         For

1F             ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.                      Management     For         For

1G             ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS                        Management     For         For

1H             ELECTION OF DIRECTOR: MARY A. WILDEROTTER                         Management     For         For

1I             ELECTION OF DIRECTOR: PATRICIA A. WOERTZ                          Management     For         For

1J             ELECTION OF DIRECTOR: ERNESTO ZEDILLO                             Management     For         For

02             RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC           Management     For         For
               ACCOUNTING FIRM

03             SHAREHOLDER PROPOSAL - CUMULATIVE VOTING                          Shareholder    Against     For


AMERICAN DAIRY, INC.


                                                                                             
SECURITY                      025334103                                            MEETING TYPE       Annual
TICKER SYMBOL                 ADY                                                  MEETING DATE       12-Oct-2010
ISIN                          US0253341038                                         AGENDA             933331085 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       LENG YOU-BIN                                                             For         For

               2       LIU SHENG-HUI                                                            For         For

               3       LIU HUA                                                                  For         For

               4       KIRK G. DOWNING, ESQ.                                                    For         For

               5       JAMES C. LEWIS, ESQ.                                                     For         For

               6       NEIL N. SHEN                                                             For         For

               7       SEAN SHAO                                                                For         For

02             TO RATIFY THE SELECTION OF DELOITTE TOUCHE TOHMATSU CPA LTD.,     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.

03             TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF              Management     For         For
               INCORPORATION TO CHANGE THE COMPANY'S CORPORATE NAME TO "FEIHE
               INTERNATIONAL, INC."


DIAGEO PLC


                                                                                             
SECURITY                      25243Q205                                            MEETING TYPE       Annual
TICKER SYMBOL                 DEO                                                  MEETING DATE       14-Oct-2010
ISIN                          US25243Q2057                                         AGENDA             933329321 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             REPORT AND ACCOUNTS 2010.                                         Management     For         For

02             DIRECTORS' REMUNERATION REPORT 2010.                              Management     For         For

03             DECLARATION OF FINAL DIVIDEND.                                    Management     For         For

04             RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION     Management     For         For
               & REMUNERATION COMMITTEE)

05             RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION &       Management     For         For
               REMUNERATION COMMITTEE)

06             RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION &      Management     For         For
               REMUNERATION COMMITTEE)

07             RE-ELECTION OF LORD HOLLICK AS A DIRECTOR. (AUDIT, NOMINATION     Management     For         For
               & REMUNERATION (CHAIRMAN OF THE COMMITTEE) COMMITTEE)

08             RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (CHAIRMAN OF THE        Management     For         For
               NOMINATION COMMITTEE)

09             RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT (CHAIRMAN OF THE    Management     For         For
               COMMITTEE), NOMINATION & REMUNERATION COMMITTEE)

10             RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, NOMINATION &     Management     For         For
               REMUNERATION COMMITTEE)

11             RE-ELECTION OF PA WALKER AS A DIRECTOR. (AUDIT, NOMINATION &      Management     For         For
               REMUNERATION COMMITTEE)

12             RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN OF THE           Management     For         For
               EXECUTIVE COMMITTEE)



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  15
The Gabelli Equity Income Fund


                                                                                                
13             ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT,
               NOMINATION & REMUNERATION COMMITTEE)                              Management     For         For

14             ELECTION OF DA MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE)        Management     For         For

15             RE-APPOINTMENT OF AUDITOR.                                        Management     For         For

16             REMUNERATION OF AUDITOR.                                          Management     For         For

17             AUTHORITY TO ALLOT SHARES.                                        Management     For         For

18             DISAPPLICATION OF PRE-EMPTION RIGHTS.                             Management     For         For

19             AUTHORITY TO PURCHASE OWN ORDINARY SHARES.                        Management     For         For

20             AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR             Management     For         For
               POLITICAL EXPENDITURE IN THE EU.

21             AMENDMENT OF THE DIAGEO PLC 2001 SHARE INCENTIVE PLAN.            Management     For         For

22             ADOPTION OF THE DIAGEO PLC 2010 SHARESAVE PLAN.                   Management     For         For

23             AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS.                 Management     For         For

24             REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL          Management     For         For
               GENERAL MEETING.


NEWS CORPORATION


                                                                                             
SECURITY                      65248E203                                            MEETING TYPE       Annual
TICKER SYMBOL                 NWS                                                  MEETING DATE       15-Oct-2010
ISIN                          US65248E2037                                         AGENDA             933324232 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JOSE MARIA AZNAR                                                         For         For

               2       NATALIE BANCROFT                                                         For         For

               3       PETER L. BARNES                                                          For         For

               4       CHASE CAREY                                                              For         For

               5       KENNETH E. COWLEY                                                        For         For

               6       DAVID F. DEVOE                                                           For         For

               7       VIET DINH                                                                For         For

               8       SIR R.I. EDDINGTON                                                       For         For

               9       ANDREW S.B. KNIGHT                                                       For         For

               10      JAMES R. MURDOCH                                                         For         For

               11      K. RUPERT MURDOCH                                                        For         For

               12      LACHLAN K. MURDOCH                                                       For         For

               13      THOMAS J. PERKINS                                                        For         For

               14      ARTHUR M. SISKIND                                                        For         For

               15      JOHN L. THORNTON                                                         For         For

02             RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               JUNE 30, 2011.

03             RE-APPROVAL OF MATERIAL TERMS UNDER THE COMPANY'S LONG-TERM       Management     For         For
               INCENTIVE PLAN FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION
               UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE.

04             STOCKHOLDER PROPOSAL - ESTABLISHMENT OF A HUMAN RIGHTS            Shareholder    Against     For
               COMMITTEE.

05             STOCKHOLDER PROPOSAL - SHAREHOLDER SAY ON PAY.                    Shareholder    Against     For


MIRANT CORPORATION


                                                                                             
SECURITY                      60467R100                                            MEETING TYPE       Special
TICKER SYMBOL                 MIR                                                  MEETING DATE       25-Oct-2010
ISIN                          US60467R1005                                         AGENDA             933329559 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS      Management     For         For
               APRIL 11, 2010, BY AND AMONG RRI ENERGY, INC., RRI ENERGY
               HOLDINGS, INC., AND MIRANT CORPORATION.

02             PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE MIRANT SPECIAL      Management     For         For
               MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.


PARKER-HANNIFIN CORPORATION


                                                                                             
SECURITY                      701094104                                            MEETING TYPE       Annual
TICKER SYMBOL                 PH                                                   MEETING DATE       27-Oct-2010
ISIN                          US7010941042                                         AGENDA             933332974 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       ROBERT G. BOHN                                                           For         For

               2       LINDA S. HARTY                                                           For         For

               3       WILLIAM E. KASSLING                                                      For         For

               4       ROBERT J. KOHLHEPP                                                       For         For

               5       KLAUS-PETER MULLER                                                       For         For

               6       CANDY M. OBOURN                                                          For         For

               7       JOSEPH M. SCAMINACE                                                      For         For

               8       WOLFGANG R. SCHMITT                                                      For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  16
The Gabelli Equity Income Fund


                                                                                                
               9       AKE SVENSSON                                                             For         For

               10      MARKOS I. TAMBAKERAS                                                     For         For

               11      JAMES L. WAINSCOTT                                                       For         For

               12      DONALD E. WASHKEWICZ                                                     For         For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR ENDING JUNE 30, 2011.

03             APPROVAL OF THE PARKER-HANNIFIN CORPORATION 2010 PERFORMANCE      Management     For         For
               BONUS PLAN.

04             SHAREHOLDER PROPOSAL TO AMEND THE CODE OF REGULATIONS TO          Shareholder    Against     For
               SEPARATE THE ROLES OF CHAIRMAN OF THE BOARD AND CHIEF
               EXECUTIVE OFFICER.


SARA LEE CORPORATION


                                                                                             
SECURITY                      803111103                                            MEETING TYPE       Annual
TICKER SYMBOL                 SLE                                                  MEETING DATE       28-Oct-2010
ISIN                          US8031111037                                         AGENDA             933327783 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY                       Management     For         For

1B             ELECTION OF DIRECTOR: CRANDALL C. BOWLES                          Management     For         For

1C             ELECTION OF DIRECTOR: VIRGIS W. COLBERT                           Management     For         For

1D             ELECTION OF DIRECTOR: JAMES S. CROWN                              Management     For         For

1E             ELECTION OF DIRECTOR: LAURETTE T. KOELLNER                        Management     For         For

1F             ELECTION OF DIRECTOR: CORNELIS J.A. VAN LEDE                      Management     For         For

1G             ELECTION OF DIRECTOR: DR. JOHN MCADAM                             Management     For         For

1H             ELECTION OF DIRECTOR: SIR IAN PROSSER                             Management     For         For

1I             ELECTION OF DIRECTOR: NORMAN R. SORENSEN                          Management     For         For

1J             ELECTION OF DIRECTOR: JEFFREY W. UBBEN                            Management     For         For

1K             ELECTION OF DIRECTOR: JONATHAN P. WARD                            Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR
               2011.


MCAFEE, INC.


                                                                                             
SECURITY                      579064106                                            MEETING TYPE       Special
TICKER SYMBOL                 MFE                                                  MEETING DATE       02-Nov-2010
ISIN                          US5790641063                                         AGENDA             933331720 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS      Management     For         For
               OF AUGUST 18, 2010, AMONG INTEL CORPORATION, A DELAWARE
               CORPORATION, OR INTEL, JEFFERSON ACQUISITION CORPORATION, A
               DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF INTEL, AND
               MCAFEE, INC., A DELAWARE CORPORATION, OR MCAFEE, ALL AS MORE
               FULLY DESCRIBED IN THE PROXY STATEMENT.

02             A PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A        Management     For         For
               LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT
               ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
               AGREEMENT OR PURSUANT TO TO THE TERMS OF THE MERGER AGREEMENT.


ARCHER-DANIELS-MIDLAND COMPANY


                                                                                             
SECURITY                      039483102                                            MEETING TYPE       Annual
TICKER SYMBOL                 ADM                                                  MEETING DATE       04-Nov-2010
ISIN                          US0394831020                                         AGENDA             933332998 - 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: P. DUFOUR                                   Management     For         For

1D             ELECTION OF DIRECTOR: D.E. FELSINGER                              Management     For         For

1E             ELECTION OF DIRECTOR: V.F. HAYNES                                 Management     For         For

1F             ELECTION OF DIRECTOR: A. MACIEL                                   Management     For         For

1G             ELECTION OF DIRECTOR: P.J. MOORE                                  Management     For         For

1H             ELECTION OF DIRECTOR: T.F. O'NEILL                                Management     For         For

1I             ELECTION OF DIRECTOR: K.R. WESTBROOK                              Management     For         For

1J             ELECTION OF DIRECTOR: P.A. WOERTZ                                 Management     For         For

02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT        Management     For         For
               ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2011.

03             ADOPT STOCKHOLDER'S PROPOSAL REGARDING POLITICAL CONTRIBUTIONS.   Shareholder    Against     For

04             ADOPT STOCKHOLDER'S PROPOSAL REGARDING REPORT ON POLITICAL        Shareholder    Against     For
               CONTRIBUTIONS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  17
The Gabelli Equity Income Fund

AUTOMATIC DATA PROCESSING, INC.


                                                                                             
SECURITY                      053015103                                            MEETING TYPE       Annual
TICKER SYMBOL                 ADP                                                  MEETING DATE       09-Nov-2010
ISIN                          US0530151036                                         AGENDA             933332378 - 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       LINDA R. GOODEN                                                          For         For

               7       R. GLENN HUBBARD                                                         For         For

               8       JOHN P. JONES                                                            For         For

               9       SHARON T. ROWLANDS                                                       For         For

               10      ENRIQUE T. SALEM                                                         For         For

               11      GREGORY L. SUMME                                                         For         For

02             AMENDMENT OF THE AUTOMATIC DATA PROCESSING, INC. EMPLOYEES'       Management     For         For
               SAVINGS STOCK PURCHASE PLAN

03             APPOINTMENT OF DELOITTE & TOUCHE LLP                              Management     For         For


PERNOD-RICARD, PARIS


                                                                                             
SECURITY                      F72027109                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       10-Nov-2010
ISIN                          FR0000120693                                         AGENDA             702630179 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
               French Resident Shareowners must complete, sign and forward       Non-Voting
               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 ap-plies
               to Non- Resident Shareowners: Proxy Cards: Voting instructions
               will be fo- rwarded to the Global Custodians that have become
               Registered Intermediaries, o-n the Vote Deadline Date. In
               capacity as Registered Intermediary, the Global C-ustodian
               will sign the Proxy Card and forward to the local custodian.
               If you a-re unsure whether your Global Custodian acts as
               Registered Intermediary, pleas-e 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.

               PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK:

               https://balo.journal-
               officiel.gouv.fr/pdf/2010/-0920/201009201005328.pdf AND

               https://balo.journal-officiel.gouv.fr/pdf/2010/10-
               20/201010201005592.pdf

O.1            Approval of the Parent Company financial statements for the       Management     For         For
               financial year ended 30 JUN 2010

O.2            Approval of the consolidated financial statements for the         Management     For         For
               financial year ended 30 JUN 2010

O.3            Allocation of the net result for the financial year ended 30      Management     For         For
               JUN 2010 and setting of the dividend

O.4            Approval of regulated agreements referred to in Article L.        Management     For         For
               225-38 et seq. of the French Commercial Code

O.5            Renewal of the Directorship of Mr. Francois Gerard                Management     For         For

O.6            Appointment of Ms. Susan Murray as a Director                     Management     For         For

O.7            Renew appointment of Mazars as Auditor                            Management     For         For

O.8            Renew appointment of Patrick de Cambourg as Alternate Auditor     Management     For         For

O.9            Setting of the annual amount of Directors' fees allocated to      Management     For         For
               members of the Board of Directors

O.10           Authorization to be granted to the Board of Directors to trade    Management     For         For
               in the Company's shares

E.11           Delegation of authority to be granted to the Board of             Management     For         For
               Directors to decide on an allocation of performance-related
               shares to Employees of the Company and to Employees and
               Corporate Officers of the Companies of the Group

E.12           Delegation of authority to be granted to the Board of             Management     Against     Against
               Directors to issue share warrants in the event of a public
               offer on the Company's shares

E.13           Delegation of authority to be granted to the Board of             Management     For         For
               Directors to decide on share capital increases through the
               issue of shares or securities granting access to the share
               capital, reserved for members of saving plans with
               cancellation of preferential subscription rights in favour of
               the members of such saving plans

E.14           Amendment of the Company bylaws relating to the right of the      Management     For         For
               Board of Directors to appoint censors

E.15           Amendment of the Company bylaws relating to the terms and         Management     For         For
               conditions applicable to the attendance and vote at the
               General Shareholders' Meeting

E.16           Powers to carry out the necessary legal formalities               Management     For         For
               PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NAMES IN    Non-Voting
               RESOLUTIONS 7 A-ND 8 AND RECEIPT OF ADDITIONAL LINK. IF YOU
               HAVE ALREADY SENT IN YOUR VOTES, P-LEASE DO NOT RETURN THIS
               PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL I-
               NSTRUCTIONS. THANK YOU.


PACTIV CORPORATION


                                                                                             
SECURITY                      695257105                                            MEETING TYPE       Special
TICKER SYMBOL                 PTV                                                  MEETING DATE       15-Nov-2010
ISIN                          US6952571056                                         AGENDA             933339675 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  18
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMEN
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST     Management     For         For
               16, 2010, BY AND AMONG PACTIV CORPORATION, RANK GROUP LIMITED,
               REYNOLDS GROUP HOLDINGS LIMITED AND REYNOLDS ACQUISITION
               CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY OF REYNOLDS
               GROUP HOLDINGS LIMITED, AND APPROVE THE TRANSACTIONS
               CONTEMPLATED THEREBY.

02             TO ADJOURN THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES      Management     For         For
               IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE
               MERGER AGREEMENT AND APPROVING THE TRANSACTIONS CONTEMPLATED
               THEREBY AT THE TIME OF THE SPECIAL MEETING.


MICROSOFT CORPORATION


                                                                                             
SECURITY                      594918104                                            MEETING TYPE       Annual
TICKER SYMBOL                 MSFT                                                 MEETING DATE       16-Nov-2010
ISIN                          US5949181045                                         AGENDA             933331011 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ELECTION OF DIRECTOR: STEVEN A. BALLMER                           Management     For         For

02             ELECTION OF DIRECTOR: DINA DUBLON                                 Management     For         For

03             ELECTION OF DIRECTOR: WILLIAM H. GATES III                        Management     For         For

04             ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN                        Management     For         For

05             ELECTION OF DIRECTOR: REED HASTINGS                               Management     For         For

06             ELECTION OF DIRECTOR: MARIA M. KLAWE                              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             RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE     Management     For         For
               COMPANY'S INDEPENDENT AUDITOR

11             SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD COMMITTEE ON        Shareholder    Against     For
               ENVIRONMENTAL SUSTAINABILITY


ROYAL GOLD, INC.


                                                                                             
SECURITY                      780287108                                            MEETING TYPE       Annual
TICKER SYMBOL                 RGLD                                                 MEETING DATE       17-Nov-2010
ISIN                          US7802871084                                         AGENDA             933334598 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: WILLIAM HAYES                               Management     For         For

1B             ELECTION OF DIRECTOR: JAMES W. STUCKERT                           Management     For         For

02             PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 OMNIBUS      Management     For         For
               LONG-TERM INCENTIVE PLAN AND, FOR THE PURPOSES OF SECTION
               162(M) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
               TO RE- APPROVE THE MATERIAL TERMS OF PERFORMANCE-
               BASED COMPENSATION.

03             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS        Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY FOR
               THE FISCAL YEAR ENDING JUNE 30, 2011.


THE CLOROX COMPANY


                                                                                             
SECURITY                      189054109                                            MEETING TYPE       Annual
TICKER SYMBOL                 CLX                                                  MEETING DATE       17-Nov-2010
ISIN                          US1890541097                                         AGENDA             933336326 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DANIEL BOGGAN, JR.                          Management     For         For

1B             ELECTION OF DIRECTOR: RICHARD H. CARMONA                          Management     For         For

1C             ELECTION OF DIRECTOR: TULLY M. FRIEDMAN                           Management     For         For

1D             ELECTION OF DIRECTOR: GEORGE J. HARAD                             Management     For         For

1E             ELECTION OF DIRECTOR: DONALD R. KNAUSS                            Management     For         For

1F             ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT                       Management     For         For

1G             ELECTION OF DIRECTOR: GARY G. MICHAEL                             Management     For         For

1H             ELECTION OF DIRECTOR: EDWARD A. MUELLER                           Management     For         For

1I             ELECTION OF DIRECTOR: JAN L. MURLEY                               Management     For         For

1J             ELECTION OF DIRECTOR: PAMELA THOMAS-GRAHAM                        Management     For         For

1K             ELECTION OF DIRECTOR: CAROLYN M. TICKNOR                          Management     For         For

02             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.    Management     For         For

03             APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER     Management     For         For
               THE COMPANY'S 2005 STOCK INCENTIVE PLAN.

04             APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER     Management     For         For
               THE COMPANY'S EXECUTIVE INCENTIVE COMPENSATION PLAN.

05             STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN.                     Shareholder    Against     For


CAMPBELL SOUP COMPANY


                                                                                             
SECURITY                      134429109                                            MEETING TYPE       Annual
TICKER SYMBOL                 CPB                                                  MEETING DATE       18-Nov-2010
ISIN                          US1344291091                                         AGENDA             933336314 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  19
The Gabelli Equity Income Fund



                                                                                                            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       LAWRENCE C. KARLSON                                                      For         For

               7       RANDALL W. LARRIMORE                                                     For         For

               8       MARY ALICE D. MALONE                                                     For         For

               9       SARA MATHEW                                                              For         For

               10      DENISE M. MORRISON                                                       For         For

               11      WILLIAM D. PEREZ                                                         For         For

               12      CHARLES R. PERRIN                                                        For         For

               13      A. BARRY RAND                                                            For         For

               14      NICK SHREIBER                                                            For         For

               15      ARCHBOLD D. VAN BEUREN                                                   For         For

               16      LES C. VINNEY                                                            For         For

               17      CHARLOTTE C. WEBER                                                       For         For

02             RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTING FIRM.

03             APPROVE AMENDMENT OF THE CAMPBELL SOUP COMPANY 2005 LONG-TERM     Management     Against     Against
               INCENTIVE PLAN.


ORITANI FINANCIAL CORP


                                                                                             
SECURITY                      68633D103                                            MEETING TYPE       Annual
TICKER SYMBOL                 ORIT                                                 MEETING DATE       23-Nov-2010
ISIN                          US68633D1037                                         AGENDA             933342406 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       NICHOLAS ANTONACCIO                                                      For         For

               2       KEVIN J. LYNCH                                                           For         For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR ORITANI FINANCIAL CORP.
               FOR THE FISCAL YEAR ENDING JUNE 30, 2011.


MOTOROLA SOLUTIONS, INC.


                                                                                             
SECURITY                      620076109                                            MEETING TYPE       Special
TICKER SYMBOL                 MOT                                                  MEETING DATE       29-Nov-2010
ISIN                          US6200761095                                         AGENDA             933338736 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             AUTHORIZATION FOR THE BOARD OF DIRECTORS TO EFFECT, IN ITS        Management     For         For
               DISCRETION PRIOR TO DECEMBER 31, 2011, A REVERSE STOCK SPLIT
               OF THE OUTSTANDING AND TREASURY COMMON STOCK OF MOTOROLA, AT A
               REVERSE STOCK SPLIT RATIO OF AT LEAST 1-FOR-3 AND OF UP TO
               1-FOR-7, AS DETERMINED BY THE BOARD OF DIRECTORS.

02             APPROVAL OF A CORRESPONDING AMENDMENT TO MOTOROLA'S RESTATED      Management     For         For
               CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT
               AND TO REDUCE PROPORTIONATELY THE TOTAL NUMBER OF SHARES OF
               COMMON STOCK THAT MOTOROLA IS AUTHORIZED TO ISSUE, SUBJECT TO
               THE BOARD OF DIRECTORS' AUTHORITY TO ABANDON SUCH AMENDMENT.


COPART, INC.


                                                                                             
SECURITY                      217204106                                            MEETING TYPE       Annual
TICKER SYMBOL                 CPRT                                                 MEETING DATE       02-Dec-2010
ISIN                          US2172041061                                         AGENDA             933339916 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       WILLIS J. JOHNSON                                                        For         For

               2       A. JAYSON ADAIR                                                          For         For

               3       MATT BLUNT                                                               For         For

               4       STEVEN D. COHAN                                                          For         For

               5       DANIEL J. ENGLANDER                                                      For         For

               6       JAMES E. MEEKS                                                           For         For

               7       THOMAS W. SMITH                                                          For         For

2              RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT        Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE
               FISCAL YEAR ENDING JULY 31, 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  20
The Gabelli Equity Income Fund

PETROLEO BRASILEIRO S.A. - PETROBRAS


                                                                                             
SECURITY                      71654V408                                            MEETING TYPE       Special
TICKER SYMBOL                 PBR                                                  MEETING DATE       07-Dec-2010
ISIN                          US71654V4086                                         AGENDA             933354095 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVE THE INCORPORATION PROTOCOL AND JUSTIFICATION SIGNED       Management     For         For
               BETWEEN MARLIM PARTICIPACOES S.A. AND THE COMPANY ON 11/04/2010

02             APPROVE THE INCORPORATION PROTOCOL AND JUSTIFICATION SIGNED       Management     For         For
               BETWEEN NOVA MARLIM PARTICIPACOES S.A. AND THE COMPANY ON
               11/04/2010

03             RATIFY THE HIRING OF KPMG AUDITORES INDEPENDENTES BY THE          Management     For         For
               COMPANY TO PREPARE THE ASSESSMENT REPORTS FOR MARLIM
               PARTICIPACOES S.A. AND NOVA MARLIM PARTICIPACOES S.A.
               ("ASSESSMENT REPORTS"), UNDER THE TERMS OF PARAGRAPH 1 OF
               ARTICLE 227 OF ACT 6404/76, AS AMENDED

04             APPROVE THE ASSESSMENT REPORTS PREPARED BY KPMG AUDITORES         Management     For         For
               INDEPENDENTES AT BOOK VALUE FOR THE ASSESSMENT OF THE NET
               WORTH OF MARLIM PARTICIPACOES S.A. AND OF NOVA MARLIM
               PARTICIPACOES S.A.

05             APPROVE THE INCORPORATION OF MARLIM PARTICIPACOES S.A. AND        Management     For         For
               NOVA MARLIM PARTICIPACOES S.A. INTO THE COMPANY, WITH NO
               INCREASE TO THE COMPANY'S JOINT STOCK


HARMAN INTERNATIONAL INDUSTRIES, INC.


                                                                                             
SECURITY                      413086109                                            MEETING TYPE       Annual
TICKER SYMBOL                 HAR                                                  MEETING DATE       08-Dec-2010
ISIN                          US4130861093                                         AGENDA             933338976 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       DR. HARALD EINSMANN                                                      For         For

               2       A. MCLAUGHLIN KOROLOGOS                                                  For         For

               3       KENNETH M. REISS                                                         For         For

02             PROPOSAL TO AMEND THE AMENDED AND RESTATED 2002 STOCK OPTION      Management     Against     Against
               AND INCENTIVE PLAN.


AUTOZONE, INC.


                                                                                             
SECURITY                      053332102                                            MEETING TYPE       Annual
TICKER SYMBOL                 AZO                                                  MEETING DATE       15-Dec-2010
ISIN                          US0533321024                                         AGENDA             933341858 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       WILLIAM C. CROWLEY                                                       For         For

               2       SUE E. GOVE                                                              For         For

               3       EARL G. GRAVES, JR.                                                      For         For

               4       ROBERT R. GRUSKY                                                         For         For

               5       J.R. HYDE, III                                                           For         For

               6       W. ANDREW MCKENNA                                                        For         For

               7       GEORGE R. MRKONIC, JR.                                                   For         For

               8       LUIS P. NIETO                                                            For         For

               9       WILLIAM C. RHODES, III                                                   For         For

               10      THEODORE W. ULLYOT                                                       For         For

02             APPROVAL OF AUTOZONE, INC. 2011 EQUITY INCENTIVE AWARD PLAN.      Management     Against     Against

03             RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED       Management     For         For
               PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.


THE STUDENT LOAN CORPORATION


                                                                                             
SECURITY                      863902102                                            MEETING TYPE       Special
TICKER SYMBOL                 STU                                                  MEETING DATE       16-Dec-2010
ISIN                          US8639021026                                         AGENDA             933345476 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ADOPTION OF A RESOLUTION AUTHORIZING THE TRANSACTIONS             Management     For         For
               CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT, DATED AS OF
               SEPTEMBER 17, 2010, BY AND AMONG THE STUDENT LOAN CORPORATION;
               CITIBANK, N.A.; CITIBANK (SOUTH DAKOTA) NATIONAL ASSOCIATION;
               SLC STUDENT LOAN RECEIVABLES I, INC.; BULL RUN 1 LLC; SLM
               EDUCATION CREDIT FINANCE CORPORATION; AND SALLIE MAE, INC.

02             ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF         Management     For         For
               SEPTEMBER 17, 2010, BY AND AMONG THE STUDENT LOAN CORPORATION,
               DISCOVER BANK AND ACADEMY ACQUISITION CORP., A WHOLLY OWNED
               SUBSIDIARY OF DISCOVER BANK, AND APPROVAL OF THE MERGER OF
               ACADEMY ACQUISITION CORP. WITH AND INTO THE STUDENT LOAN
               CORPORATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY
               STATEMENT.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  21
The Gabelli Equity Income Fund

ZEP INC


                                                                                             
SECURITY                      98944B108                                            MEETING TYPE       Annual
TICKER SYMBOL                 ZEP                                                  MEETING DATE       06-Jan-2011
ISIN                          US98944B1089                                         AGENDA             933350364 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       TIMOTHY M. MANGANELLO                                                    For         For

               2       JOHN K. MORGAN                                                           For         For

               3       JOSEPH SQUICCIARINO                                                      For         For

               4       TIMOTHY T. TEVENS                                                        For         For

2              TO APPROVE THE APPOINTMENT OF THE INDEPENDENT PUBLIC              Management     For         For
               ACCOUNTING FIRM.


ACUITY BRANDS, INC.


                                                                                             
SECURITY                      00508Y102                                            MEETING TYPE       Annual
TICKER SYMBOL                 AYI                                                  MEETING DATE       07-Jan-2011
ISIN                          US00508Y1029                                         AGENDA             933349082 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       GORDON D. HARNETT                                                        For         For

               2       ROBERT F. MCCULLOUGH                                                     For         For

               3       NEIL WILLIAMS                                                            For         For

               4       NORMAN H. WESLEY                                                         For         For

2              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


WALGREEN CO.


                                                                                             
SECURITY                      931422109                                            MEETING TYPE       Annual
TICKER SYMBOL                 WAG                                                  MEETING DATE       12-Jan-2011
ISIN                          US9314221097                                         AGENDA             933353447 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DAVID J. BRAILER                            Management     For         For

1B             ELECTION OF DIRECTOR: STEVEN A. DAVIS                             Management     For         For

1C             ELECTION OF DIRECTOR: WILLIAM C. FOOTE                            Management     For         For

1D             ELECTION OF DIRECTOR: MARK P. FRISSORA                            Management     For         For

1E             ELECTION OF DIRECTOR: GINGER L. GRAHAM                            Management     For         For

1F             ELECTION OF DIRECTOR: ALAN G. MCNALLY                             Management     For         For

1G             ELECTION OF DIRECTOR: NANCY M. SCHLICHTING                        Management     For         For

1H             ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ                           Management     For         For

1I             ELECTION OF DIRECTOR: ALEJANDRO SILVA                             Management     For         For

1J             ELECTION OF DIRECTOR: JAMES A. SKINNER                            Management     For         For

1K             ELECTION OF DIRECTOR: GREGORY D. WASSON                           Management     For         For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WALGREEN       Management     For         For
               CO.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO REVISE THE    Management     For         For
               PURPOSE CLAUSE.

04             AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO ELIMINATE     Management     For         For
               CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.

05             AMEND THE WALGREEN CO. ARTICLES OF INCORPORATION TO ELIMINATE     Management     For         For
               THE "FAIR PRICE" CHARTER PROVISION APPLICABLE TO CERTAIN
               BUSINESS COMBINATIONS.

06             SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE THE VOTE REQUIRED      Shareholder    Against     For
               FOR SHAREHOLDERS TO CALL SPECIAL SHAREHOLDER MEETINGS.

07             SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT PORTION OF    Shareholder    Against     For
               FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES SHOULD BE
               PERFORMANCE-BASED.


ENERGIZER HOLDINGS, INC.


                                                                                             
SECURITY                      29266R108                                            MEETING TYPE       Annual
TICKER SYMBOL                 ENR                                                  MEETING DATE       18-Jan-2011
ISIN                          US29266R1086                                         AGENDA             933358889 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: WARD M. KLEIN                               Management     For         For

1B             ELECTION OF DIRECTOR: W. PATRICK MCGINNIS                         Management     For         For

1C             ELECTION OF DIRECTOR: JOHN R. ROBERTS                             Management     For         For

02             AMENDMENT AND RESTATEMENT OF THE 2009 INCENTIVE STOCK PLAN        Management     Abstain     Against

03             EXECUTIVE OFFICER BONUS PLAN AND PERFORMANCE CRITERIA             Management     For         For

04             RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS      Management     For         For
               INDEPENDENT AUDITOR



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  22
The Gabelli Equity Income Fund

BUCYRUS INTERNATIONAL, INC.


                                                                                             
SECURITY                      118759109                                            MEETING TYPE       Special
TICKER SYMBOL                 BUCY                                                 MEETING DATE       20-Jan-2011
ISIN                          US1187591094                                         AGENDA             933361949 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF            Management     For         For
               NOVEMBER 14, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME,
               ("THE MERGER AGREEMENT"), BY AND AMONG BUCYRUS INTERNATIONAL,
               INC., CATERPILLAR INC., AND BADGER MERGER SUB, INC.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,      Management     For         For
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
               AGREEMENT.


MONSANTO COMPANY


                                                                                             
SECURITY                      61166W101                                            MEETING TYPE       Annual
TICKER SYMBOL                 MON                                                  MEETING DATE       25-Jan-2011
ISIN                          US61166W1018                                         AGENDA             933358459 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: LAURA K. IPSEN                              Management     For         For

1B             ELECTION OF DIRECTOR: WILLIAM U. PARFET                           Management     For         For

1C             ELECTION OF DIRECTOR: GEORGE H. POSTE, PH.D., D.V.M.              Management     For         For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR            Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION           Management     Abstain     Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES

05             TO APPROVE THE PERFORMANCE GOALS UNDER THE MONSANTO COMPANY       Management     For         For
               CODE SECTION 162(M) ANNUAL INCENTIVE PLAN FOR COVERED
               EXECUTIVES


JOHNSON CONTROLS, INC.


                                                                                             
SECURITY                      478366107                                            MEETING TYPE       Annual
TICKER SYMBOL                 JCI                                                  MEETING DATE       26-Jan-2011
ISIN                          US4783661071                                         AGENDA             933358865 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       NATALIE A. BLACK                                                         For         For

               2       ROBERT A. CORNOG                                                         For         For

               3       WILLIAM H. LACY                                                          For         For

               4       STEPHEN A. ROELL                                                         For         For

02             RATIFICATION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT AUDITORS    Management     For         For
               FOR 2011

03             APPROVAL OF A PROPOSED AMENDMENT TO THE JOHNSON CONTROLS, INC.    Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO ALLOW FOR A MAJORITY
               VOTING STANDARD FOR UNCONTESTED ELECTIONS OF DIRECTORS

04             APPROVAL OF THE JOHNSON CONTROLS, INC. ANNUAL INCENTIVE           Management     For         For
               PERFORMANCE PLAN.

05             APPROVAL OF THE JOHNSON CONTROLS, INC. LONG-TERM INCENTIVE        Management     For         For
               PERFORMANCE PLAN

06             ADVISORY VOTE ON COMPENSATON OF OUR NAMED EXECUTIVE OFFICERS      Management     Abstain     Against

07             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS


MUELLER WATER PRODUCTS INC.


                                                                                             
SECURITY                      624758108                                            MEETING TYPE       Annual
TICKER SYMBOL                 MWA                                                  MEETING DATE       26-Jan-2011
ISIN                                                                               AGENDA             933359398 - 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       SHIRLEY C. FRANKLIN                                                      For         For

               4       GREGORY E. HYLAND                                                        For         For

               5       JERRY W. KOLB                                                            For         For

               6       JOSEPH B. LEONARD                                                        For         For

               7       MARK J. O'BRIEN                                                          For         For

               8       BERNARD G. RETHORE                                                       For         For

               9       NEIL A. SPRINGER                                                         For         For

               10      LYDIA W. THOMAS                                                          For         For

               11      MICHAEL T. TOKARZ                                                        For         For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES

04             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR FISCAL 2011.                                  Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  23
The Gabelli Equity Income Fund

ASHLAND INC.


                                                                                             
SECURITY                      044209104                                            MEETING TYPE       Annual
TICKER SYMBOL                 ASH                                                  MEETING DATE       27-Jan-2011
ISIN                          US0442091049                                         AGENDA             933358853 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF CLASS I DIRECTOR: KATHLEEN LIGOCKI                    Management     For         For

1B             ELECTION OF CLASS I DIRECTOR: JAMES J. O'BRIEN                    Management     For         For

1C             ELECTION OF CLASS I DIRECTOR: BARRY W. PERRY                      Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2011.

03             APPROVAL OF THE 2011 ASHLAND INC. INCENTIVE PLAN.                 Management     For         For

04             APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS      Management     Abstain     Against
               AS DISCLOSED IN THE ASHLAND INC. PROXY STATEMENT PURSUANT TO
               ITEM 402 OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933,
               AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS
               AMENDED.

05             WHETHER THE SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF       Management     Abstain     Against
               THE NAMED EXECUTIVE OFFICERS AS REQUIRED BY SECTION 14A(A)(2)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, SHOULD
               OCCUR EVERY.


COSTCO WHOLESALE CORPORATION


                                                                                             
SECURITY                      22160K105                                            MEETING TYPE       Annual
TICKER SYMBOL                 COST                                                 MEETING DATE       27-Jan-2011
ISIN                          US22160K1051                                         AGENDA             933359007 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       SUSAN L. DECKER                                                          For         For

               2       RICHARD M. LIBENSON                                                      For         For

               3       JOHN W. MEISENBACH                                                       For         For

               4       CHARLES T. MUNGER                                                        For         For

02             RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.                Management     For         For

03             APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.        Management     Abstain     Against

04             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE     Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.


PETROLEO BRASILEIRO S.A. - PETROBRAS


                                                                                             
SECURITY                      71654V408                                            MEETING TYPE       Special
TICKER SYMBOL                 PBR                                                  MEETING DATE       31-Jan-2011
ISIN                          US71654V4086                                         AGENDA             933365113 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
A              MERGER OF COMPERJ BASIC PETROCHEMICALS S.A. ("UPB") AND OF        Management     For         For
               COMPERJ PET S.A. ("PET") INTO PETROBRAS, ALL AS MORE FULLY
               DESCRIBED IN THE PROXY STATEMENT.

B              APPROVE THE PROPOSED AMENDMENT TO PETROBRAS'                      Management     For         For
               BYLAWS, UNDER THE TERMS, ALL AS MORE
               FULLY DESCRIBED IN THE PROXY STATEMENT.


ROCKWELL AUTOMATION, INC.


                                                                                             
SECURITY                      773903109                                            MEETING TYPE       Annual
TICKER SYMBOL                 ROK                                                  MEETING DATE       01-Feb-2011
ISIN                          US7739031091                                         AGENDA             933359906 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
A              DIRECTOR                                                          Management

               1       DONALD R. PARFET                                                         For         For

               2       STEVEN R. KALMANSON                                                      For         For

               3       JAMES P. KEANE                                                           For         For

B              TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE          Management     For         For
               CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

C              TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE           Management     Abstain     Against
               CORPORATION'S NAMED EXECUTIVE OFFICERS.

D              TO APPROVE ON AN ADVISORY BASIS THE FREQUENCY OF THE VOTE ON      Management     Abstain     Against
               THE COMPENSATION OF THE CORPORATION'S NAMED EXECUTIVE OFFICERS.


BECTON, DICKINSON AND COMPANY


                                                                                             
SECURITY                      075887109                                            MEETING TYPE       Annual
TICKER SYMBOL                 BDX                                                  MEETING DATE       01-Feb-2011
ISIN                          US0758871091                                         AGENDA             933360531 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  24
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       BASIL L. ANDERSON                                                        For         For

               2       HENRY P. BECTON, JR.                                                     For         For

               3       EDWARD F. DEGRAAN                                                        For         For

               4       C.M. FRASER-LIGGETT                                                      For         For

               5       CHRISTOPHER JONES                                                        For         For

               6       MARSHALL O. LARSEN                                                       For         For

               7       EDWARD J. LUDWIG                                                         For         For

               8       ADEL A.F. MAHMOUD                                                        For         For

               9       GARY A. MECKLENBURG                                                      For         For

               10      CATHY E. MINEHAN                                                         For         For

               11      JAMES F. ORR                                                             For         For

               12      WILLARD J. OVERLOCK, JR                                                  For         For

               13      BERTRAM L. SCOTT                                                         For         For

               14      ALFRED SOMMER                                                            For         For

02             RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC        Management     For         For
               ACCOUNTING FIRM.

03             AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.       Management     Abstain     Against

04             AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION       Management     Abstain     Against
               ADVISORY VOTES.

05             SPECIAL SHAREHOLDER MEETINGS.                                     Shareholder    Against     For

06             CUMULATIVE VOTING.                                                Shareholder    Against     For


L-1 IDENTITY SOLUTIONS, INC.


                                                                                             
SECURITY                      50212A106                                            MEETING TYPE       Special
TICKER SYMBOL                 ID                                                   MEETING DATE       03-Feb-2011
ISIN                          US50212A1060                                         AGENDA             933363967 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS      Management     For         For
               OF SEPTEMBER 19, 2010, BY AND AMONG L-1 IDENTITY SOLUTIONS,
               INC., A DELAWARE CORPORATION, SAFRAN SA, A FRENCH SOCIETE
               ANONYME, AND LASER ACQUISITION SUB INC., A DELAWARE CORPORATION
               AND A WHOLLY OWNED SUBSIDIARY OF SAFRAN SA, AND TO APPROVE
               THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT.

02             PROPOSAL TO ADJOURN OR POSTPONE 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 ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER.


ROCKWELL COLLINS, INC.


                                                                                             
SECURITY                      774341101                                            MEETING TYPE       Annual
TICKER SYMBOL                 COL                                                  MEETING DATE       04-Feb-2011
ISIN                          US7743411016                                         AGENDA             933359944 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       C.A. DAVIS                                                               For         For

               2       R.E. EBERHART                                                            For         For

               3       D. LILLEY                                                                For         For

02             TO CONSIDER AND VOTE ON A NON-BINDING RESOLUTION TO APPROVE       Management     Abstain     Against
               THE COMPENSATION OF EXECUTIVE OFFICERS AND RELATED DISCLOSURES.

03             TO VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE        Management     Abstain     Against
               COMPENSATION.

04             FOR THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR AUDITORS FOR    Management     For         For
               FISCAL YEAR 2011.


TYSON FOODS, INC.


                                                                                             
SECURITY                      902494103                                            MEETING TYPE       Annual
TICKER SYMBOL                 TSN                                                  MEETING DATE       04-Feb-2011
ISIN                          US9024941034                                         AGENDA             933360226 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       DON TYSON                                                                For         For

               2       JOHN TYSON                                                               For         For

               3       JIM KEVER                                                                For         For

               4       KEVIN M. MCNAMARA                                                        For         For

               5       BRAD T. SAUER                                                            For         For

               6       ROBERT THURBER                                                           For         For

               7       BARBARA A. TYSON                                                         For         For

               8       ALBERT C. ZAPANTA                                                        For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  25
The Gabelli Equity Income Fund


                                                                                                
02             TO RATIFY THE SELECTION OF                                        Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 1,
               2011. THE BOARD OF DIRECTORS RECOMMENDS THAT
               YOU VOTE "AGAINST" ITEM 3

03             TO CONSIDER AND ACT UPON THE SHAREHOLDER PROPOSAL DESCRIBED IN    Shareholder    Against     For
               THE ATTACHED PROXY STATEMENT, IF PROPERLY PRESENTED AT THE
               ANNUAL MEETING.

04             TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION REGARDING THE      Management     Abstain     Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

05             TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE FREQUENCY OF     Management     Abstain     Against
               HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.


INGLES MARKETS, INCORPORATED


                                                                                             
SECURITY                      457030104                                            MEETING TYPE       Annual
TICKER SYMBOL                 IMKTA                                                MEETING DATE       08-Feb-2011
ISIN                          US4570301048                                         AGENDA             933361141 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       FRED D. AYERS                                                            For         For

               2       JOHN O. POLLARD                                                          For         For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION, AS       Management     Abstain     Against
               DISCLOSED IN THE PROXY STATEMENT.

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

04             RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC           Management     For         For
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 24, 2011.

05             STOCKHOLDER PROPOSAL CONCERNING EQUAL SHAREHOLDER VOTING.         Shareholder    Against     For


ATMOS ENERGY CORPORATION


                                                                                             
SECURITY                      049560105                                            MEETING TYPE       Annual
TICKER SYMBOL                 ATO                                                  MEETING DATE       09-Feb-2011
ISIN                          US0495601058                                         AGENDA             933360199 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: KIM R. COCKLIN                              Management     For         For

1B             ELECTION OF DIRECTOR: RICHARD W. DOUGLAS                          Management     For         For

1C             ELECTION OF DIRECTOR: RUBEN E. ESQUIVEL                           Management     For         For

1D             ELECTION OF DIRECTOR: RICHARD K. GORDON                           Management     For         For

02             PROPOSAL TO AMEND THE COMPANY'S 1998 LONG-TERM INCENTIVE PLAN     Management     For         For
               TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER
               THE PLAN AND TO EXTEND THE TERM OF THE PLAN FOR AN ADDITIONAL
               FIVE YEARS.

03             PROPOSAL TO AMEND THE COMPANY'S ANNUAL INCENTIVE PLAN FOR         Management     For         For
               MANAGEMENT TO EXTEND THE TERM FOR AN ADDITIONAL FIVE YEARS.

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE    Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL 2011.

05             PROPOSAL FOR AN ADVISORY VOTE BY SHAREHOLDERS TO APPROVE THE      Management     Abstain     Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR
               FISCAL 2010 ("SAY ON PAY").

06             PROPOSAL FOR AN ADVISORY VOTE ON THE FREQUENCY OF VOTE ON SAY     Management     Abstain     Against
               ON PAY IN FUTURE YEARS.


LANDAUER, INC.


                                                                                             
SECURITY                      51476K103                                            MEETING TYPE       Annual
TICKER SYMBOL                 LDR                                                  MEETING DATE       10-Feb-2011
ISIN                          US51476K1034                                         AGENDA             933360909 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       ROBERT J. CRONIN                                                         For         For

               2       WILLIAM G. DEMPSEY                                                       For         For

               3       WILLIAM E. SAXELBY                                                       For         For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE    Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
               FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2011.

03             TO APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE               Management     Abstain     Against
               COMPENSATION.

04             TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY WITH    Management     Abstain     Against
               WHICH VOTES ON EXECUTIVE COMPENSATION SHOULD BE HELD.


NAVISTAR INTERNATIONAL CORPORATION


                                                                                             
SECURITY                      63934E108                                            MEETING TYPE       Annual
TICKER SYMBOL                 NAV                                                  MEETING DATE       15-Feb-2011
ISIN                          US63934E1082                                         AGENDA             933365707 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  26
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JAMES H. KEYES                                                           For         For

               2       JOHN D. CORRENTI                                                         For         For

               3       DANIEL C. USTIAN                                                         For         For

02             VOTE TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT       Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             VOTE TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF       Management     For         For
               INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
               COMMON STOCK FROM 110,000,000 TO 220,000,000.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

05             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION.

06             STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY TO OBTAIN    Shareholder    Against     For
               STOCKHOLDER APPROVAL FOR CERTAIN FUTURE SEVERANCE AGREEMENTS.


TD AMERITRADE HOLDING CORPORATION


                                                                                             
SECURITY                      87236Y108                                            MEETING TYPE       Annual
TICKER SYMBOL                 AMTD                                                 MEETING DATE       16-Feb-2011
ISIN                          US87236Y1082                                         AGENDA             933363830 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       J. JOE RICKETTS                                                          For         For

               2       DAN W. COOK III                                                          For         For

               3       JOSEPH H. MOGLIA                                                         For         For

               4       WILBUR J. PREZZANO                                                       For         For

02             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                       Management     Abstain     Against

03             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE     Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.

04             LONG-TERM INCENTIVE PLAN. REAPPROVAL OF THE PERFORMANCE-BASED     Management     For         For
               COMPENSATION MEASURES TO BE USED UNDER THE COMPANY'S LONG-TERM
               INCENTIVE PLAN, AS REQUIRED BY SECTION 162(M) OF THE INTERNAL
               REVENUE CODE.

05             MANAGEMENT INCENTIVE PLAN. REAPPROVAL OF THE PERFORMANCE-BASED    Management     For         For
               COMPENSATION MEASURES TO BE USED UNDER THE COMPANY'S
               MANAGEMENT INCENTIVE PLAN, AS REQUIRED BY SECTION 162(M) OF
               THE INTERNAL REVENUE CODE.

06             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. RATIFICATION OF    Management     For         For
               THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER
               30, 2011.


NOVARTIS AG


                                                                                             
SECURITY                      66987V109                                            MEETING TYPE       Annual
TICKER SYMBOL                 NVS                                                  MEETING DATE       22-Feb-2011
ISIN                          US66987V1098                                         AGENDA             933370784 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF        Management     For         For
               NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE BUSINESS YEAR 2010

02             DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF           Management     For         For
               DIRECTORS AND THE EXECUTIVE COMMITTEE

03             APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS PER         Management     For         For
               BALANCE SHEET AND DECLARATION OF DIVIDEND

04             CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM                      Management     Abstain     Against

5B1            RE-ELECTION OF ANN FUDGE FOR A THREE-YEAR TERM TO THE BOARD OF    Management     For         For
               DIRECTORS

5B2            RE-ELECTION OF PIERRE LANDOLT FOR A THREE-YEAR TERM TO THE        Management     For         For
               BOARD OF DIRECTORS

5B3            RE-ELECTION OF ULRICH LEHNER, PH.D. FOR A THREE- YEAR TERM TO     Management     For         For
               THE BOARD OF DIRECTORS

5C             ELECTION OF NEW MEMBER THE BOARD OF DIRECTORS PROPOSES TO VOTE    Management     For         For
               FOR THE ELECTION OF ENRICO VANNI, PH.D.,FOR A THREE YEAR TERM

06             APPOINTMENT OF THE AUDITOR                                        Management     For         For

07             ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING      Management     For         For


DEERE & COMPANY


                                                                                             
SECURITY                      244199105                                            MEETING TYPE       Annual
TICKER SYMBOL                 DE                                                   MEETING DATE       23-Feb-2011
ISIN                          US2441991054                                         AGENDA             933366343 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.                    Management     For         For

1B             ELECTION OF DIRECTOR: DIPAK C. JAIN                               Management     For         For

1C             ELECTION OF DIRECTOR: JOACHIM MILBERG                             Management     For         For

1D             ELECTION OF DIRECTOR: RICHARD B. MYERS                            Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  27
The Gabelli Equity Income Fund


                                                                                                
02             NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
               ("SAY-ON-PAY")                                                    Management     Abstain     Against

03             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES    Management     Abstain     Against

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
               2011


WHOLE FOODS MARKET, INC.


                                                                                             
SECURITY                      966837106                                            MEETING TYPE       Annual
TICKER SYMBOL                 WFMI                                                 MEETING DATE       28-Feb-2011
ISIN                          US9668371068                                         AGENDA             933366115 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       DR. JOHN ELSTROTT                                                        For         For

               2       GABRIELLE GREENE                                                         For         For

               3       SHAHID (HASS) HASSAN                                                     For         For

               4       STEPHANIE KUGELMAN                                                       For         For

               5       JOHN MACKEY                                                              For         For

               6       WALTER ROBB                                                              For         For

               7       JONATHAN SEIFFER                                                         For         For

               8       MORRIS (MO) SIEGEL                                                       For         For

               9       JONATHAN SOKOLOFF                                                        For         For

               10      DR. RALPH SORENSON                                                       For         For

               11      W. (KIP) TINDELL, III                                                    For         For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS          Management     For         For
               INDEPENDENT AUDITOR FOR THE COMPANY FOR FISCAL YEAR 2011.

03             RATIFICATION OF THE COMPENSATION PACKAGE GRANTED TO OUR NAMED     Management     Abstain     Against
               EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER VOTES ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS TO PERMIT      Shareholder    Against     For
               REMOVAL OF DIRECTORS WITH OR WITHOUT CAUSE.

06             SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO HAVE, WHENEVER     Shareholder    Against     For
               POSSIBLE, AN INDEPENDENT CHAIRMAN OF THE BOARD OF DIRECTORS
               WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE
               COMPANY.


ROCHE HOLDING AG


                                                                                             
SECURITY                      H69293217                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       01-Mar-2011
ISIN                          CH0012032048                                         AGENDA             702770125 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD       Non-Voting
               YOU WISH TO ATTEND-THE MEETING PERSONALLY, YOU MAY APPLY FOR AN
               ENTRANCE CARD BY CONTACTING YOUR-CLIENT REPRESENTATIVE. THANK
               YOU

1.1            The Board of Directors proposes that the Annual Report, Annual    Non-Voting
               Financial State-ments and Consolidated Financial Statements
               for 2010 be approved

1.2            The Board of Directors proposes that the Remuneration Report      Non-Voting
               (see Annual Repor-t pages 91-101) be approved. This document
               contains the principles governing t-he remuneration paid to
               the Board of Directors and Corporate Executive Committ-ee and
               reports on the amounts paid to the members of both bodies in
               2010. This-vote is purely consultative

2              The Board of Directors proposes that the actions taken by its     Non-Voting
               members in 2010-be affirmed and ratified

3              Vote on the appropriation of available earnings                   Non-Voting

4              Amendment to the articles of incorporation                        Non-Voting

5.1            The re-election of Prof. Pius Baschera to the Board for the       Non-Voting
               term as provided b-y the Articles of Incorporation

5.2            The re-election of Prof. Bruno Gehrig to the Board for the        Non-Voting
               term as provided by-the Articles of Incorporation

5.3            The re-election of Mr Lodewijk J.R. de Vink to the Board for      Non-Voting
               the term as provi-ded by the Articles of Incorporation

5.4            The re-election of Dr Andreas Oeri to the Board for the term      Non-Voting
               as provided by th-e Articles of Incorporation

5.5            The election of Mr Paul Bulcke to the Board for the term as       Non-Voting
               provided by the Ar-ticles of Incorporation

5.6            The election of Mr Peter R. Voser to the Board for the term as    Non-Voting
               provided by the-Articles of Incorporation

5.7            The election of Dr Christoph Franz to the Board for the term      Non-Voting
               as provided by th-e Articles of Incorporation

6              The Board of Directors proposes that KPMG Ltd. be elected as      Non-Voting
               Statutory Auditor-s for the 2011 financial year

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AGENDA.     Non-Voting
               THANK YOU.


INTERNATIONAL GAME TECHNOLOGY


                                                                                             
SECURITY                      459902102                                            MEETING TYPE       Annual
TICKER SYMBOL                 IGT                                                  MEETING DATE       01-Mar-2011
ISIN                          US4599021023                                         AGENDA             933365682 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  28
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       PAGET L. ALVES                                                           For         For

               2       JANICE CHAFFIN                                                           For         For

               3       GREG CREED                                                               For         For

               4       PATTI S. HART                                                            For         For

               5       ROBERT J. MILLER                                                         For         For

               6       DAVID E. ROBERSON                                                        For         For

               7       VINCENT L. SADUSKY                                                       For         For

               8       PHILIP G. SATRE                                                          For         For

02             APPROVAL OF THE AMENDMENTS TO THE INTERNATIONAL GAME              Management     Against     Against
               TECHNOLOGY 2002 STOCK INCENTIVE PLAN.

03             APPROVAL OF THE AMENDMENT TO THE INTERNATIONAL GAME TECHNOLOGY    Management     For         For
               EMPLOYEE STOCK PURCHASE PLAN.

04             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

05             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

06             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS IGT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING SEPTEMBER 30, 2011.


ROYAL BANK OF CANADA


                                                                                             
SECURITY                      780087102                                            MEETING TYPE       Annual
TICKER SYMBOL                 RY                                                   MEETING DATE       03-Mar-2011
ISIN                          CA7800871021                                         AGENDA             933369577 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       W.G. BEATTIE                                                             For         For

               2       J.T. FERGUSON                                                            For         For

               3       P. GAUTHIER                                                              For         For

               4       T.J. HEARN                                                               For         For

               5       A.D. LABERGE                                                             For         For

               6       J. LAMARRE                                                               For         For

               7       B.C. LOUIE                                                               For         For

               8       M.H. MCCAIN                                                              For         For

               9       G.M. NIXON                                                               For         For

               10      D.P. O'BRIEN                                                             For         For

               11      J.P. REINHARD                                                            For         For

               12      E. SONSHINE                                                              For         For

               13      K.P. TAYLOR                                                              For         For

               14      V.L. YOUNG                                                               For         For

02             APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITOR                   Management     For         For

03             ADVISORY RESOLUTION TO ACCEPT THE APPROACH TO EXECUTIVE           Management     For         For
               COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY
               CIRCULAR

04             SHAREHOLDER PROPOSAL NO. 1                                        Shareholder    Against     For

05             SHAREHOLDER PROPOSAL NO. 2                                        Shareholder    Against     For

06             SHAREHOLDER PROPOSAL NO. 3                                        Shareholder    Against     For

07             SHAREHOLDER PROPOSAL NO. 4.                                       Shareholder    Against     For


NORTHEAST UTILITIES


                                                                                             
SECURITY                      664397106                                            MEETING TYPE       Special
TICKER SYMBOL                 NU                                                   MEETING DATE       04-Mar-2011
ISIN                          US6643971061                                         AGENDA             933364882 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, BY AND        Management     For         For
               AMONG NORTHEAST UTILITIES, NU HOLDING ENERGY 1 LLC, NU HOLDING
               ENERGY 2 LLC AND NSTAR, AS AMENDED AND AS IT MAY BE AMENDED
               FURTHER, AND APPROVE THE MERGER, INCLUDING THE ISSUANCE OF
               NORTHEAST UTILITIES COMMON SHARES TO NSTAR SHAREHOLDERS PURSUANT
               TO THE MERGER.

02             PROPOSAL TO INCREASE THE NUMBER OF NORTHEAST UTILITIES COMMON     Management     For         For
               SHARES AUTHORIZED FOR ISSUANCE BY THE BOARD OF TRUSTEES IN
               ACCORDANCE WITH SECTION 19 OF THE NORTHEAST UTILITIES DECLARATION
               OF TRUST BY 155,000,000 COMMON SHARES, FROM 225,000,000
               AUTHORIZED COMMON SHARES TO 380,000,000 AUTHORIZED COMMON SHARES.

03             PROPOSAL TO FIX THE NUMBER OF TRUSTEES OF THE NORTHEAST           Management     For         For
               UTILITIES BOARD OF TRUSTEES AT FOURTEEN.

04             PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR          Management     For         For
               APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
               SUFFICIENT VOTES TO APPROVE THE FOREGOING PROPOSALS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  29
The Gabelli Equity Income Fund

NSTAR

                                                                                             
SECURITY                      67019E107                                            MEETING TYPE       Special
TICKER SYMBOL                 NST                                                  MEETING DATE       04-Mar-2011
ISIN                          US67019E1073                                         AGENDA             933365086 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PROPOSAL TO APPROVE THE MERGER CONTEMPLATED BY THE AGREEMENT      Management     For         For
               AND PLAN OF MERGER, DATED AS OF OCTOBER 16, 2010, AS AMENDED ON
               NOVEMBER 1, 2010 AND DECEMBER 16, 2010, BY AND AMONG NORTHEAST
               UTILITIES, NU HOLDING ENERGY 1 LLC, NU HOLDING ENERGY 2 LLC AND
               NSTAR, AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME, AND ADOPT
               THE AGREEMENT AND PLAN OF MERGER.

02             PROPOSAL TO ADJOURN THE NSTAR SPECIAL MEETING, IF NECESSARY OR    Management     For         For
               APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
               SUFFICIENT VOTES TO APPROVE THE MERGER AND AGREEMENT AND PLAN
               OF MERGER.


PIEDMONT NATURAL GAS COMPANY, INC.


                                                                                             
SECURITY                      720186105                                            MEETING TYPE       Annual
TICKER SYMBOL                 PNY                                                  MEETING DATE       04-Mar-2011
ISIN                          US7201861058                                         AGENDA             933365430 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       MALCOLM E. EVERETT III                                                   For         For

               2       FRANK B. HOLDING, JR.                                                    For         For

               3       MINOR M. SHAW                                                            For         For

               4       MURIEL W. SHEUBROOKS                                                     For         For

2              RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE       Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE 2011 FISCAL YEAR

3              APPROVAL OF THE COMPANY'S AMENDED AND RESTATED INCENTIVE          Management     For         For
               COMPENSATION PLAN

4              ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

5              ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER ADVISORY VOTE ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION


DEL MONTE FOODS COMPANY


                                                                                             
SECURITY                      24522P103                                            MEETING TYPE       Special
TICKER SYMBOL                 DLM                                                  MEETING DATE       07-Mar-2011
ISIN                          US24522P1030                                         AGENDA             933366177 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF            Management     For         For
               NOVEMBER 24, 2010, AS IT MAY BE AMENDED FROM TIME TO TIME, BY
               AND AMONG DEL MONTE FOODS COMPANY, BLUE ACQUISITION GROUP,
               INC., AND BLUE MERGER SUB INC.

02             TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,      Management     For         For
               TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES
               AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND
               PLAN OF MERGER.


TYCO INTERNATIONAL LTD.


                                                                                             
SECURITY                      H89128104                                            MEETING TYPE       Annual
TICKER SYMBOL                 TYC                                                  MEETING DATE       09-Mar-2011
ISIN                          CH0100383485                                         AGENDA             933367395 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO APPROVE THE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL        Management     For         For
               STATEMENTS OF TYCO INTERNATIONAL LTD ("TYCO") AND FINANCIAL
               STATEMENTS FOR YEAR ENDED SEPTEMBER 24, 2010.

02             TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY FOR THE        Management     For         For
               FINANCIAL YEAR ENDED SEPTEMBER 24, 2010.

03             DIRECTOR                                                          Management

               1       EDWARD D. BREEN                                                          For         For

               2       MICHAEL E. DANIELS                                                       For         For

               3       TIMOTHY M. DONAHUE                                                       For         For

               4       BRIAN DUPERREAULT                                                        For         For

               5       BRUCE S. GORDON                                                          For         For

               6       RAJIV L. GUPTA                                                           For         For

               7       JOHN A. KROL                                                             For         For

               8       BRENDAN R. O'NEILL                                                       For         For

               9       DINESH PALIWAL                                                           For         For

               10      WILLIAM S. STAVROPOULOS                                                  For         For

               11      SANDRA S. WIJNBERG                                                       For         For

               12      R. DAVID YOST                                                            For         For

4A             TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS UNTIL THE     Management     For         For
               NEXT ANNUAL GENERAL MEETING.

4B             TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT     Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  30
The Gabelli Equity Income Fund


                                                                                                
4C             TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS
               SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL
               MEETING.                                                          Management     For         For

5A             TO APPROVE THE ALLOCATION OF FISCAL YEAR 2010 RESULTS.            Management     For         For

5B             TO APPROVE THE PAYMENT OF AN ORDINARY CASH DIVIDEND IN THE        Management     For         For
               AMOUNT OF $1.00 PER SHARE TO BE MADE OUT OF TYCO'S "CONTRIBUTED
               SURPLUS" EQUITY POSITION IN ITS STATUTORY ACCOUNTS.

06             APPROVAL OF AN AMENDMENT TO TYCO'S ARTICLES OF ASSOCIATION TO     Management     For         For
               RENEW THE AMOUNT OF AUTHORIZED SHARE CAPITAL.

07             TO APPROVE THE CANCELLATION OF REPURCHASED TREASURY SHARES.       Management     For         For

8A             TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE          Management     Abstain     Against
               COMPENSATION.

8B             TO CAST A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE       Management     Abstain     Against
               EXECUTIVE COMPENSATION VOTE.


TYCO ELECTRONICS LTD


                                                                                             
SECURITY                      H8912P106                                            MEETING TYPE       Annual
TICKER SYMBOL                 TEL                                                  MEETING DATE       09-Mar-2011
ISIN                          CH0102993182                                         AGENDA             933369755 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PIERRE R. BRONDEAU                          Management     For         For

1B             ELECTION OF DIRECTOR: JUERGEN W. GROMER                           Management     For         For

1C             ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ                         Management     For         For

1D             ELECTION OF DIRECTOR: THOMAS J. LYNCH                             Management     For         For

1E             ELECTION OF DIRECTOR: DANIEL J. PHELAN                            Management     For         For

1F             ELECTION OF DIRECTOR: FREDERIC M. POSES                           Management     For         For

1G             ELECTION OF DIRECTOR: LAWRENCE S. SMITH                           Management     For         For

1H             ELECTION OF DIRECTOR: PAULA A. SNEED                              Management     For         For

1I             ELECTION OF DIRECTOR: DAVID P. STEINER                            Management     For         For

1J             ELECTION OF DIRECTOR: JOHN C. VAN SCOTER                          Management     For         For

2A             TO APPROVE THE 2010 ANNUAL REPORT OF TYCO ELECTRONICS LTD.        Management     For         For
               (EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE FISCAL
               YEAR ENDED SEPTEMBER 24, 2010 AND THE CONSOLIDATED FINANCIAL
               STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010)

2B             TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO             Management     For         For
               ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010

2C             TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO          Management     For         For
               ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010

03             TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE    Management     For         For
               OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES DURING THE FISCAL
               YEAR ENDED SEPTEMBER 24, 2010

4A             TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS'               Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               2011

4B             TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO                Management     For         For
               ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT ANNUAL
               GENERAL MEETING OF TYCO ELECTRONICS

4C             TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS       Management     For         For
               TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
               GENERAL MEETING OF TYCO ELECTRONICS

05             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION                        Management     Abstain     Against

06             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE     Management     Abstain     Against
               ON EXECUTIVE COMPENSATION. THERE IS NO MANAGEMENT
               RECOMMENDATION FOR PROPOSAL 6. IF NO DIRECTION IS MADE OR
               GIVEN, THIS PROPOSAL WILL BE VOTED AS ABSTAIN.

07             TO APPROVE A DIVIDEND PAYMENT TO SHAREHOLDERS IN A SWISS FRANC    Management     For         For
               AMOUNT EQUAL TO US$ 0.72 PER ISSUED SHARE (INCLUDING TREASURY
               SHARES) TO BE PAID IN FOUR EQUAL QUARTERLY INSTALLMENTS OF US$
               0.18 STARTING WITH THE THIRD FISCAL QUARTER OF 2011 AND ENDING IN
               THE SECOND FISCAL QUARTER OF 2012 PURSUANT TO THE TERMS OF THE
               DIVIDEND RESOLUTION

08             TO APPROVE THE CHANGE OF TYCO ELECTRONICS' CORPORATE NAME FROM    Management     For         For
               "TYCO ELECTRONICS LTD." TO "TE CONNECTIVITY LTD." AND RELATED
               AMENDMENTS TO THE ARTICLES OF ASSOCIATION

09             TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND RELATED          Management     For         For
               AMENDMENT TO THE ARTICLES OF ASSOCIATION

10             TO APPROVE A REDUCTION OF SHARE CAPITAL FOR SHARES ACQUIRED       Management     For         For
               UNDER TYCO ELECTRONICS' SHARE REPURCHASE PROGRAM AND RELATED
               AMENDMENTS TO THE ARTICLES OF ASSOCIATION

11             TO APPROVE AN AUTHORIZATION RELATED TO TYCO ELECTRONICS' SHARE    Management     For         For
               REPURCHASE PROGRAM

12             TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL        Management     For         For
               GENERAL MEETING


TYCO ELECTRONICS LTD


                                                                                             
SECURITY                      H8912P106                                            MEETING TYPE       Annual
TICKER SYMBOL                 TEL                                                  MEETING DATE       09-Mar-2011
ISIN                          CH0102993182                                         AGENDA             933374910 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  31
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PIERRE R. BRONDEAU                          Management     For         For

1B             ELECTION OF DIRECTOR: JUERGEN W. GROMER                           Management     For         For

1C             ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ                         Management     For         For

1D             ELECTION OF DIRECTOR: THOMAS J. LYNCH                             Management     For         For

1E             ELECTION OF DIRECTOR: DANIEL J. PHELAN                            Management     For         For

1F             ELECTION OF DIRECTOR: FREDERIC M. POSES                           Management     For         For

1G             ELECTION OF DIRECTOR: LAWRENCE S. SMITH                           Management     For         For

1H             ELECTION OF DIRECTOR: PAULA A. SNEED                              Management     For         For

1I             ELECTION OF DIRECTOR: DAVID P. STEINER                            Management     For         For

1J             ELECTION OF DIRECTOR: JOHN C. VAN SCOTER                          Management     For         For

2A             TO APPROVE THE 2010 ANNUAL REPORT OF TYCO ELECTRONICS LTD.        Management     For         For
               (EXCLUDING THE STATUTORY FINANCIAL STATEMENTS FOR THE FISCAL
               YEAR ENDED SEPTEMBER 24, 2010 AND THE CONSOLIDATED FINANCIAL
               STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010)

2B             TO APPROVE THE STATUTORY FINANCIAL STATEMENTS OF TYCO             Management     For         For
               ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010

2C             TO APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF TYCO          Management     For         For
               ELECTRONICS LTD. FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010

03             TO RELEASE THE MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE    Management     For         For
               OFFICERS OF TYCO ELECTRONICS FOR ACTIVITIES DURING THE FISCAL
               YEAR ENDED SEPTEMBER 24, 2010

4A             TO ELECT DELOITTE & TOUCHE LLP AS TYCO ELECTRONICS'               Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               2011

4B             TO ELECT DELOITTE AG, ZURICH, SWITZERLAND, AS TYCO                Management     For         For
               ELECTRONICS' SWISS REGISTERED AUDITOR UNTIL THE NEXT ANNUAL
               GENERAL MEETING OF TYCO ELECTRONICS

4C             TO ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS       Management     For         For
               TYCO ELECTRONICS' SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
               GENERAL MEETING OF TYCO ELECTRONICS

05             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION                        Management     Abstain     Against

06             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE     Management     Abstain
               ON EXECUTIVE COMPENSATION. THERE IS NO MANAGEMENT
               RECOMMENDATION FOR PROPOSAL 6. IF NO DIRECTION IS MADE OR
               GIVEN, THIS PROPOSAL WILL BE VOTED AS ABSTAIN.

07             TO APPROVE A DIVIDEND PAYMENT TO SHAREHOLDERS IN A SWISS FRANC    Management     For         For
               AMOUNT EQUAL TO US$ 0.72 PER ISSUED SHARE (INCLUDING TREASURY
               SHARES) TO BE PAID IN FOUR EQUAL QUARTERLY INSTALLMENTS OF US$
               0.18 STARTING WITH THE THIRD FISCAL QUARTER OF 2011 AND ENDING IN
               THE SECOND FISCAL QUARTER OF 2012 PURSUANT TO THE TERMS OF THE
               DIVIDEND RESOLUTION

08             TO APPROVE THE CHANGE OF TYCO ELECTRONICS' CORPORATE NAME FROM    Management     For         For
               "TYCO ELECTRONICS LTD." TO "TE CONNECTIVITY LTD." AND RELATED
               AMENDMENTS TO THE ARTICLES OF ASSOCIATION

09             TO APPROVE THE RENEWAL OF AUTHORIZED CAPITAL AND RELATED          Management     For         For
               AMENDMENT TO THE ARTICLES OF ASSOCIATION

10             TO APPROVE A REDUCTION OF SHARE CAPITAL FOR SHARES ACQUIRED       Management     For         For
               UNDER TYCO ELECTRONICS' SHARE REPURCHASE PROGRAM AND RELATED
               AMENDMENTS TO THE ARTICLES OF ASSOCIATION

11             TO APPROVE AN AUTHORIZATION RELATED TO TYCO ELECTRONICS' SHARE    Management     For         For
               REPURCHASE PROGRAM

12             TO APPROVE ANY ADJOURNMENTS OR POSTPONEMENTS OF THE ANNUAL        Management     For         For
               GENERAL MEETING


NATIONAL FUEL GAS COMPANY


                                                                                             
SECURITY                      636180101                                            MEETING TYPE       Annual
TICKER SYMBOL                 NFG                                                  MEETING DATE       10-Mar-2011
ISIN                          US6361801011                                         AGENDA             933368157 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       ROBERT T. BRADY                                                          For         For

               2       ROLLAND E. KIDDER                                                        For         For

               3       FREDERIC V. SALERNO                                                      For         For

02             VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR REGISTERED       Management     For         For
               PUBLIC ACCOUNTING FIRM

03             ADVISORY VOTE TO APPROVE COMPENSATION OF EXECUTIVES               Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF VOTE TO APPROVE COMPENSATION OF     Management     Abstain     Against
               EXECUTIVES


KOREA ELECTRIC POWER CORPORATION


                                                                                             
SECURITY                      500631106                                            MEETING TYPE       Annual
TICKER SYMBOL                 KEP                                                  MEETING DATE       11-Mar-2011
ISIN                          US5006311063                                         AGENDA             933377459 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  32
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             SHAREHOLDER APPROVAL OF THE NON-CONSOLIDATED BALANCE SHEETS,      Management     For         For
               STATEMENTS OF INCOME AND STATEMENTS OF DISPOSITION OF DEFICIT AS
               OF OR FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010, EACH PREPARED
               IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
               KOREA, OR KOREAN GAAP

02             CEILING ON REMUNERATION OF KEPCO'S DIRECTORS                      Management     For         For

3A             APPOINTMENT OF STANDING DIRECTOR: CHONG-YOUNG KIM                 Management     For         For

3B             APPOINTMENT OF STANDING DIRECTOR: JONG-HO KIM                     Management     For         For

3C             APPOINTMENT OF STANDING DIRECTOR: IN-KOOK CHO                     Management     For         For


COVIDIEN PLC


                                                                                             
SECURITY                      G2554F105                                            MEETING TYPE       Annual
TICKER SYMBOL                 COV                                                  MEETING DATE       15-Mar-2011
ISIN                          IE00B3QN1M21                                         AGENDA             933367701 - 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             APPOINT THE INDEPENDENT AUDITORS AND AUTHORIZE THE AUDIT          Management     For         For
               COMMITTEE TO SET THE AUDITORS' REMUNERATION.

03             EFFECT A ONE-FOR-ONE HUNDRED REVERSE SPLIT FOLLOWED BY A ONE      Management     For         For
               HUNDRED-FOR-ONE FORWARD SPLIT OF THE COMPANY'S ORDINARY SHARES.

04             AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.               Management     Abstain     Against

05             AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION       Management     Abstain     Against
               VOTES.


VIACOM INC.


                                                                                             
SECURITY                      92553P102                                            MEETING TYPE       Annual
TICKER SYMBOL                 VIA                                                  MEETING DATE       16-Mar-2011
ISIN                          US92553P1021                                         AGENDA             933369084 - 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             THE ADOPTION, ON AN ADVISORY BASIS, OF A RESOLUTION APPROVING     Management     Abstain     Against
               THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF VIACOM
               INC., AS DESCRIBED IN THE "EXECUTIVE COMPENSATION" SECTION OF
               THE 2011 PROXY STATEMENT.

03             THE SELECTION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF THE      Management     Abstain     Against
               STOCKHOLDER VOTE ON THE COMPENSATION OF VIACOM INC.'S NAMED
               EXECUTIVE OFFICERS.

04             THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management     For         For
               LLP TO SERVE AS INDEPENDENT AUDITOR FOR VIACOM INC. FOR FISCAL
               YEAR 2011.


OMNOVA SOLUTIONS INC.


                                                                                             
SECURITY                      682129101                                            MEETING TYPE       Annual
TICKER SYMBOL                 OMN                                                  MEETING DATE       17-Mar-2011
ISIN                          US6821291019                                         AGENDA             933369832 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       MICHAEL J. MERRIMAN                                                      For         For

               2       WILLIAM R. SEELBACH                                                      For         For

2              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE       Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING NOVEMBER 30, 2011

3              APPROVAL OF THE COMPENSATION OF THE COMPANY'S EXECUTIVE           Management     Abstain     Against
               OFFICERS

4              FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION             Management     Abstain     Against



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  33
The Gabelli Equity Income Fund

WILMINGTON TRUST CORPORATION


                                                                                             
SECURITY                      971807102                                            MEETING TYPE       Special
TICKER SYMBOL                 WL                                                   MEETING DATE       22-Mar-2011
ISIN                          US9718071023                                         AGENDA             933373259 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE AGREEMENT AND PLAN OF MERGER, OR MERGER              Management     For         For
               AGREEMENT, DATED AS OF OCTOBER 31, 2010, BY AND AMONG M&T BANK
               CORPORATION, A NEW YORK CORPORATION, MTB ONE, INC., A DELAWARE
               CORPORATION AND WHOLLY OWNED DIRECT SUBSIDIARY OF M&T, AND
               WILMINGTON TRUST CORPORATION, PURSUANT TO WHICH MTB ONE, INC.
               WILL MERGE WITH AND INTO WILMINGTON TRUST CORPORATION.

02             TO ADJOURN, POSTPONE OR CONTINUE THE SPECIAL MEETING, IF          Management     For         For
               NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE
               ADOPTION OF THE MERGER AGREEMENT.


JUPITER TELECOMMUNICATIONS CO.,LTD.


                                                                                             
SECURITY                      J28710101                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       23-Mar-2011
ISIN                          JP3392750000                                         AGENDA             702827582 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Approve Appropriation of Profits                                  Management     For         For

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

3.1            Appoint a Corporate Auditor                                       Management     For         For

3.2            Appoint a Corporate Auditor                                       Management     For         For


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


                                                                                             
SECURITY                      191241108                                            MEETING TYPE       Annual
TICKER SYMBOL                 KOF                                                  MEETING DATE       23-Mar-2011
ISIN                          US1912411089                                         AGENDA             933382361 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             REPORT OF CHIEF EXECUTIVE OFFICER, OPINION OF BOARD, REGARDING    Management     For         For
               THE CONTENT OF THE REPORT OF CHIEF EXECUTIVE OFFICER AND REPORTS
               OF THE BOARD; REPORTS OF THE CHAIRMEN OF AUDIT AND CORPORATE
               PRACTICES COMMITTEES; PRESENTATION OF FINANCIAL STATEMENTS, ALL
               AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

02             REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS.         Management     For         For

03             APPLICATION OF THE RESULTS FOR THE 2010 FISCAL YEAR, INCLUDING    Management     For         For
               THE PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS, IN THE AMOUNT
               OF PS $2.36 PER EACH SHARE.

04             TO DETERMINE AS MAXIMUM AMOUNT OF RESOURCES TO BE USED FOR        Management     For         For
               SHARE REPURCHASE PROGRAM, AMOUNT OF $400,000,000.00 MEXICAN
               PESOS.

05             ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS,    Management     For         For
               QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE
               SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR
               REMUNERATION.

06             ELECTION OF MEMBERS OF THE FOLLOWING COMMITTEES: (I) FINANCE      Management     For         For
               AND PLANNING, (II) AUDIT, AND (III) CORPORATE PRACTICES;
               APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN, AND RESOLUTION WITH
               RESPECT TO THEIR REMUNERATION.

07             APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE             Management     For         For
               MEETING'S RESOLUTION.

08             READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.               Management     For         For


FOMENTO ECONOMICO MEXICANO S.A.B. DE CV


                                                                                             
SECURITY                      344419106                                            MEETING TYPE       Annual
TICKER SYMBOL                 FMX                                                  MEETING DATE       25-Mar-2011
ISIN                          US3444191064                                         AGENDA             933383464 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  34
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             REPORT OF CHIEF EXECUTIVE OFFICER, OPINION OF BOARD REGARDING     Management     For         For
               THE CONTENT OF THE REPORT OF CHIEF EXECUTIVE OFFICER AND
               REPORTS OF THE BOARD; REPORTS OF THE CHAIRMEN OF AUDIT AND
               CORPORATE PRACTICES COMMITTEES; PRESENTATION OF FINANCIAL
               STATEMENTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

02             REPORT WITH RESPECT TO THE COMPLIANCE OF OBLIGATIONS.             Management     For         For

03             APPLICATION OF RESULTS FOR THE 2010 FISCAL YEAR, INCLUDING THE    Management     For         For
               PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS, ALL AS MORE FULLY
               DESCRIBED IN THE PROXY STATEMENT.

04             TO DETERMINE AS MAXIMUM AMOUNT OF RESOURCES TO BE USED FOR        Management     For         For
               SHARE REPURCHASE PROGRAM, AMOUNT OF $3,000,000,000.00 MEXICAN
               PESOS.

05             ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD,                 Management     For         For
               QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE
               SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR
               REMUNERATION.

06             ELECTION OF MEMBERS OF COMMITTEES: I) FINANCE & PLANNING, II)     Management     For         For
               AUDIT, III) CORPORATE PRACTICES; APPOINTMENT OF THEIR
               RESPECTIVE CHAIRMAN AND RESOLUTION WITH RESPECT TO THEIR
               REMUNERATION.

07             APPOINTMENT OF DELEGATES FOR THE EXECUTION AND FORMALIZATION      Management     For         For
               OF THE MEETING'S RESOLUTION.

08             READING AND, IF APPLICABLE, APPROVAL OF THE MINUTES.              Management     For         For


SAPPORO HOLDINGS LIMITED


                                                                                             
SECURITY                      J69413128                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       30-Mar-2011
ISIN                          JP3320800000                                         AGENDA             702816301 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
               Please reference meeting materials.                               Non-Voting

1.             Approve Appropriation of Retained Earnings                        Management     For         For

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

3.             Appoint a Corporate Auditor                                       Management     For         For

4.             Appoint a Substitute Corporate Auditor                            Management     For         For

5.             Approval of Policy toward Large-Scale Purchase of Share           Management     For         For
               Certificates, etc., of the Company


NOBEL BIOCARE


                                                                                             
SECURITY                      H5783Q130                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                 NLB1.DE                                              MEETING DATE       30-Mar-2011
ISIN                          CH0037851646                                         AGENDA             702835414 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 795232 DUE    Non-Voting
               TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE        Non-Voting
               SENT UNDER MEETING-795231, 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.

CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN       Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1              The Board of Directors proposes to approve the annual report      Management     No Action
               2010 consisting of the business report, the statutory
               financial statements and the consolidated financial statements
               of Nobel Biocare Holding Ltd

2              The Board of Directors proposes that the remuneration report      Management     No Action
               for 2010 including the principles of the compensation model
               for 2011 be ratified in a non-binding consultative vote

3.1            The Board proposes to allocate reserves from capital              Management     No Action
               contributions to free reserves in the amount of CHF
               43'324'585.50

3.2            The Board proposes to carry forward the available earnings        Management     No Action
               2010 in the amount of CHF 535'832'838.00

3.3            The Board proposes to distribute a dividend of CHF 0.35 per       Management     No Action
               registered share out of the free reserves allocated according
               to 3.1 above

4              The Board of Directors proposes the granting of discharge to      Management     No Action
               the members of the Board of Directors for their services in
               the business year 2010

5.1            The Board of Directors proposes the re-election of Mrs.           Management     No Action
               Daniela Bosshardt-Hengartner for a one-year term of office
               until the next Annual General Shareholders' Meeting



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  35
The Gabelli Equity Income Fund


                                                                                                
5.2            The Board of Directors proposes the re-election Messrs. Raymund   Management     No Action
               Breu for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.3            The Board of Directors proposes the re-election of Stig           Management     No Action
               Eriksson for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.4            The Board of Directors proposes the re-election of Edgar Fluri    Management     No Action
               for a one-year term of office until the next Annual General
               Shareholders' Meeting

5.5            The Board of Directors proposes the re-election of Robert         Management     No Action
               Lilja for a one-year term of office until the next Annual
               General Shareholders' Meeting

5.6            The Board of Directors proposes the re-election of Heino von      Management     No Action
               Prondzynski for a one-year term of office until the next
               Annual General Shareholders' Meeting

5.7            The Board of Directors proposes the re-election of Oern Stuge     Management     No Action
               for a one-year term of office until the next Annual General
               Shareholders' Meeting

5.8            The Board of Directors proposes the re-election of Rolf Watter    Management     No Action
               for a one-year term of office until the next Annual General
               Shareholders' Meeting

6              The Board of Directors proposes the re-election of KPMG AG,       Management     No Action
               Zurich, as Auditor for the business year 2011


GENCORP INC.


                                                                                             
SECURITY                      368682100                                            MEETING TYPE       Annual
TICKER SYMBOL                 GY                                                   MEETING DATE       30-Mar-2011
ISIN                          US3686821006                                         AGENDA             933373350 - 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       SCOTT J. SEYMOUR                                                         For         For

               7       MARTIN TURCHIN                                                           For         For

               8       ROBERT C. WOODS                                                          For         For

02             TO APPROVE AN AMENDMENT TO THE GENCORP AMENDED AND RESTATED       Management     For         For
               2009 EQUITY AND PERFORMANCE INCENTIVE PLAN TO ELIMINATE THE
               LIMITATION ON THE NUMBER OF SHARES AVAILABLE TO BE ISSUED AS
               FULL VALUE AWARDS.

03             TO APPROVE AN ADVISORY RESOLUTION REGARDING THE COMPENSATION      Management     Abstain     Against
               OF GENCORP'S NAMED EXECUTIVE OFFICERS.

04             TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY AT WHICH GENCORP     Management     Abstain     Against
               SHOULD INCLUDE AN ADVISORY VOTE REGARDING THE COMPENSATION OF
               GENCORP'S NAMED EXECUTIVE OFFICERS.

05             RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT OF              Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM OF THE COMPANY.


PETROLEO BRASILEIRO S.A. - PETROBRAS


                                                                                             
SECURITY                      71654V408                                            MEETING TYPE       Special
TICKER SYMBOL                 PBR                                                  MEETING DATE       04-Apr-2011
ISIN                          US71654V4086                                         AGENDA             933398237 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             CHANGE IN THE WORDING OF THE CAPUT OF ARTICLE 20 OF THE           Management     For         For
               COMPANY'S BYLAWS, BY EXCLUDING THE WORD "UP TO", AND
               ESTABLISHING THE NUMBER OF DIRECTORS.

02             MERGER OF COMPANHIA MEXILHAO DO BRASIL TO PETROBRAS.              Management     For         For


SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)


                                                                                             
SECURITY                      806857108                                            MEETING TYPE       Annual
TICKER SYMBOL                 SLB                                                  MEETING DATE       06-Apr-2011
ISIN                          AN8068571086                                         AGENDA             933377106 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: P. CAMUS                                    Management     For         For

1B             ELECTION OF DIRECTOR: P. CURRIE                                   Management     For         For

1C             ELECTION OF DIRECTOR: A. GOULD                                    Management     For         For

1D             ELECTION OF DIRECTOR: T. ISAAC                                    Management     For         For

1E             ELECTION OF DIRECTOR: K.V. KAMATH                                 Management     For         For

1F             ELECTION OF DIRECTOR: N. KUDRYAVTSEV                              Management     For         For

1G             ELECTION OF DIRECTOR: A. LAJOUS                                   Management     For         For

1H             ELECTION OF DIRECTOR: M.E. MARKS                                  Management     For         For

1I             ELECTION OF DIRECTOR: E. MOLER                                    Management     For         For

1J             ELECTION OF DIRECTOR: L.R. REIF                                   Management     For         For

1K             ELECTION OF DIRECTOR: T.I. SANDVOLD                               Management     For         For

1L             ELECTION OF DIRECTOR: H. SEYDOUX                                  Management     For         For

1M             ELECTION OF DIRECTOR: P. KIBSGAARD                                Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  36
The Gabelli Equity Income Fund


                                                                                                
1N             ELECTION OF DIRECTOR: L.S. OLAYAN                                 Management     For         For

02             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.     Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES OF             Management     For         For
               INCORPORATION TO INCREASE THE AUTHORIZED COMMON SHARE CAPITAL.

05             TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES OF            Management     For         For
               INCORPORATION TO CLARIFY THE VOTING STANDARD IN CONTESTED
               DIRECTOR ELECTIONS AND TO MAKE CERTAIN OTHER CHANGES.

06             TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS AND DECLARATION     Management     For         For
               OF DIVIDENDS.

07             TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED          Management     For         For
               PUBLIC ACCOUNTING FIRM.


WADDELL & REED FINANCIAL, INC.


                                                                                             
SECURITY                      930059100                                            MEETING TYPE       Annual
TICKER SYMBOL                 WDR                                                  MEETING DATE       06-Apr-2011
ISIN                          US9300591008                                         AGENDA             933378247 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       SHARILYN S. GASAWAY                                                      For         For

               2       ALAN W. KOSLOFF                                                          For         For

               3       JERRY W. WALTON                                                          For         For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSAITION.


JULIUS BAER GRUPPE AG, ZUERICH


                                                                                             
SECURITY                      H4414N103                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       07-Apr-2011
ISIN                          CH0102484968                                         AGENDA             702847534 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 798734 DUE    Non-Voting
               TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE        Non-Voting
               SENT UNDER MEETING-798818, 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.

CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN       Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

1              Annual report, financial statements and group accounts for the    Management     No Action
               year 2010, report of the statutory auditors

2              Allocation of share premium reserves                              Management     No Action

3.1            Appropriation of disposable profit, dissolution and               Management     No Action
               distribution of share premium reserves

3.2            Disposal from balance sheet item share premium reserves for       Management     No Action
               the purpose of share repurchases

4              Discharge of the members of the board of directors and of the     Management     No Action
               executive board

5.1.1          Re-election of Peter Kuepfer (1 year) to the board of directors   Management     No Action
               Management No Action

5.1.2          Re-election of Charles Stonehill (3 years) to the board of        Management     No Action
               directors

5.2            New election of Heinrich Baumann (3 years) to the board of        Management     No Action
               directors

6              The Board of Directors proposes that KPMG AG, Zurich, be          Management     No Action
               elected as Statutory Auditors for another one-year period

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR     Non-Voting
               NAME. IF YOU HAV-E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
               RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.


DISCOVER FINANCIAL SERVICES


                                                                                             
SECURITY                      254709108                                            MEETING TYPE       Annual
TICKER SYMBOL                 DFS                                                  MEETING DATE       07-Apr-2011
ISIN                          US2547091080                                         AGENDA             933374984 - 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



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  37
The Gabelli Equity Income Fund


                                                                                                
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 H. 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             ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.    Management     Abstain     Against

03             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE NAMED      Management     Abstain     Against
               EXECUTIVE OFFICER COMPENSATION.

04             APPROVAL OF AN AMENDMENT TO THE DISCOVER FINANCIAL SERVICES       Management     For         For
               DIRECTORS' COMPENSATION PLAN.

05             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE         Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


ALCON, INC.


                                                                                             
SECURITY                      H01301102                                            MEETING TYPE       Annual
TICKER SYMBOL                 ACL                                                  MEETING DATE       07-Apr-2011
ISIN                          CH0013826497                                         AGENDA             933378499 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER 14, 2010, ENTERED    Management     For         For
               INTO BY AND BETWEEN ALCON, INC. AND NOVARTIS AG

02             APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING THE OPERATING     Management     For         For
               REVIEW, SWISS STATUTORY FINANCIAL STATEMENTS AND CONSOLIDATED
               FINANCIAL STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES

03             DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF THE BOARD OF       Management     For         For
               DIRECTORS OF ALCON, INC. FOR THEIR TERM OF OFFICE FROM JANUARY
               1, 2010 UP TO APRIL 1, 2011

04             RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS AUDITORS FOR         Management     For         For
               PERIOD BETWEEN THE ALCON, INC. ANNUAL GENERAL MEETING AND
               COMPLETION OF THE MERGER OF ALCON, INC. WITH AND INTO NOVARTIS
               AG

5A             RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. PLASKETT          Management     For         For

5B             RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. RAYMENT             Management     For         For

5C             RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO VANNI            Management     For         For

5D             RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL VASELLA          Management     For         For

5E             RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN WALKER               Management     For         For


ALCON, INC.


                                                                                             
SECURITY                      H01301102                                            MEETING TYPE       Annual
TICKER SYMBOL                 ACL                                                  MEETING DATE       07-Apr-2011
ISIN                          CH0013826497                                         AGENDA             933393237 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF MERGER AGREEMENT, AS OF DECEMBER 14, 2010, ENTERED    Management     For         For
               INTO BY AND BETWEEN ALCON, INC. AND  NOVARTIS AG

02             APPROVAL OF THE 2010 BUSINESS REPORT, INCLUDING THE OPERATING     Management     For         For
               REVIEW, SWISS STATUTORY FINANCIAL STATEMENTS AND CONSOLIDATED
               FINANCIAL STATEMENTS OF ALCON, INC. AND ITS SUBSIDIARIES

03             DISCHARGE OF THE CURRENT AND FORMER MEMBERS OF THE BOARD OF       Management     For         For
               DIRECTORS OF ALCON, INC. FOR THEIR TERM OF OFFICE FROM JANUARY
               1, 2010 UP TO APRIL 1, 2011

04             RE-ELECTION OF KPMG AG, ZUG, SWITZERLAND, AS AUDITORS FOR         Management     For         For
               PERIOD BETWEEN THE ALCON, INC. ANNUAL GENERAL MEETING AND
               COMPLETION OF THE MERGER OF ALCON, INC. WITH AND INTO NOVARTIS
               AG

5A             RE-ELECTION OF THE BOARD OF DIRECTOR: THOMAS G. PLASKETT          Management     For         For

5B             RE-ELECTION OF THE BOARD OF DIRECTOR: CARY R. RAYMENT             Management     For         For

5C             RE-ELECTION OF THE BOARD OF DIRECTOR: DR. ENRICO VANNI            Management     For         For

5D             RE-ELECTION OF THE BOARD OF DIRECTOR: DR. DANIEL VASELLA          Management     For         For

5E             RE-ELECTION OF THE BOARD OF DIRECTOR: NORMAN WALKER               Management     For         For


BANCO POPULAR ESPANOL SA, MADRID


                                                                                             
SECURITY                      E19550206                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       08-Apr-2011
ISIN                          ES0113790531                                         AGENDA             702819270 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  38
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 794427 DUE    Non-Voting
               TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           MEETING DATE HAS BEEN CHANGED FROM 07 APR TO 08 APR. MANAGEMENT
               FORESEES THE M-EETING TO TAKE PLACE ON THE SECOND CALL - 08 APR
               2011.                                                             Non-Voting

1              Approval of the Annual Accounts (balance sheet, profit and        Management     For         For
               loss account, statement of changes in the net assets, cash flow
               statement and notes to the Annual Accounts) and of the
               Management Report of Banco Popular Espanol, S.A. and its
               consolidated Group, as well as of the proposal for the
               application of the result and of the running of the company,
               all with respect to the 2010 financial year

2.1            Amendment of the Articles of Association: Amendment of            Management     For         For
               Articles 8. Transfer of shares, 13. The General Meeting of
               Shareholders. Calls for Meetings; 14. Attendance at Meetings;
               23. Audit and Control Committee and 31. Dissolution and
               Winding-Up, for the adaptation thereof to the new legal
               provisions recently introduced

2.2            Amendment of the Articles of Association: Amendment of Article    Management     For         For
               17 and deletion of the Second Transitional Provision, in order
               to establish the maximum number of members of the Board of
               Directors at 18 and to include the possibility of compensation
               by means of Bank shares

2.3            Amendment of the Articles of Association: Amendment of            Management     For         For
               Articles 25 and 26, in relation to the composition and duties
               of the General Management and of the Risk Committee

2.4            Amendment of the Articles of Association: Amendment of Article    Management     For         For
               15 and the First Transitional Provision, in relation to the
               Officers of the Meeting

2.5            Amendment of the Articles of Association: Amendment of            Management     For         For
               Articles 1. Company Name; 7. Non-Voting, Redeemable and
               Privileged Shares; 9. Capital Increases; 10. Bond Issues and
               Issues of Other Securities; 11. Management Bodies, 12. The
               General Meeting of Shareholders; 15 The Officers of the
               Meeting; 18. Powers of the Board of Directors; 20. Chairman of
               the Board of Directors; 21. Substitution of the Chairman of
               the Board; 22. Delegation of Powers of the Board of Directors;
               28. Preparation of the Annual Accounts; and Final Article.
               Share Capital, as well as the deletion of Articles 30 and 32
               with respect to the obligations derived from the holding of
               shares, in order to introduce improvements in the wording and
               in the structure of the Articles of Association

3              Amendment of the following Articles of the Rules of Procedure     Management     For         For
               of the General Meeting: 8. The Corporate Website; 11. Call for
               the General Meeting; 12. Notice of the Call; 17. Shareholder
               Representation and Proxy Voting; 23. Convening and Conduct of
               the General Meeting and 24. Requests for Taking the Floor, for
               their adaptation to the changes introduced by Legislative
               Royal Decree 1/2010, of 2 July 2010, approving the revised
               text of the Companies Act

4              Appointment of Mr. Michel Lucas as a nominee director,            Management     For         For
               representing Banque Federative du Credit Mutuel, holder of a
               5% interest

5              Re-election of the Auditors for the review and legal audit of     Management     For         For
               the Bank's financial statements and of the consolidated
               financial statements

6              Authority granted to the Board of Directors, in accordance        Management     For         For
               with articles 297.1.b), 311 and 506 of the Companies Act, to
               enable the Board to increase the share capital within a
               maximum time limit of five years, at one time or on several
               occasions and up to half of the current share capital, with
               the power to exclude the pre- emptive subscription right and
               to reword the final article of the Articles of Association. To
               revoke the unused portion of the authority granted by the
               Ordinary General Meeting of Shareholders of 26 June 2009

7.1            Two capital increases against reserves: To increase the share     Management     For         For
               capital by the amount determinable according to the terms of
               the resolution by means of the issue of new ordinary shares
               with a face value of 0.10 euros each, without an issue
               premium, of the same class and series as that of the shares
               currently in circulation, against voluntary reserves
               originating from undistributed profits, for allotment to
               shareholders without cost. Offering to shareholders of the
               acquisition of their free allotment rights at a guaranteed
               price. Estimate of incomplete subscription. Delegation of
               powers to the Board of Directors, with the power to be
               replaced by the Executive Committee, in order to set the terms
               and conditions of the increase in all aspects not specifically
               provided for by this General Meeting, to take whatever actions
               as necessary for the implementation thereof, to adapt the
               wording of the final article of the Articles of Association to
               the new amount of the share capital and to apply for the
               trading of the new shares on the Stock Exchanges where the
               Bank's shares are listed

7.2            Two capital increases against reserves: To increase the share     Management     For         For
               capital by the amount determinable according to the terms of
               the resolution by means of the issue of new ordinary shares
               with a face value of 0.10 euros each, without an issue
               premium, of the same class and series as that of the shares
               currently in circulation, against voluntary reserves
               originating from undistributed profits, for allotment to
               shareholders without cost. Offering to shareholders of the
               acquisition of their free allotment rights at a guaranteed
               price. Estimate of incomplete subscription. Delegation of
               powers to the Board of Directors, with the power to be
               replaced by the Executive Committee, in order to set the terms
               and conditions of the increase in all aspects not specifically
               provided for by this General Meeting, to take whatever actions
               as necessary for the implementation thereof, to adapt the
               wording of the final article of the Articles of Association to
               the new amount of the share capital and to apply for the
               trading of the new shares on the Stock Exchanges where the
               Bank's shares are listed

8              Delegation to the Board of Directors, with the power to           Management     For         For
               appoint replacement attorneys, of the power to issue
               promissory notes, straight or subordinated bonds and
               debentures, with or without a guarantee, not convertible into
               shares, preferred stock, mortgage debentures and bonds and
               mortgage-backed securities, mortgage transfer certificates,
               public sector bonds or any other fixed-income securities, in
               euros or in a foreign currency, and at a fixed or variable
               rate. To revoke the unused portion of the authority granted by
               the Ordinary General Meeting of Shareholders of 26 June 2009



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  39
The Gabelli Equity Income Fund


                                                                                                
9              Delegation to the Board of Directors, with the power to appoint   Management     For         For
               replacement attorneys, of the power to issue fixed-income
               securities convertible into and/or exchangeable for Bank
               shares. Establishment of the criteria for the determination
               of the bases and modalities for the conversion and/or swap.
               Delegation to the Board of Directors, with the express power
               to appoint replacement attorneys, of the powers necessary for
               establishing the bases and modalities for the conversion
               and/or swap, in order to exclude the shareholders' pre-emptive
               subscription right and to increase the share capital by the
               amount necessary and amend the final  article of the Articles
               of Association. To revoke the unused portion of the authority
               granted by the Ordinary General Meeting of Shareholders of
               26 June 2009

10             Report on the policy with respect to the compensation and         Management     For         For
               remuneration of the members of the Board of Directors and of
               the Senior Management, for voting on a consultative basis

11             Approval of a system of variable compensation through Banco       Management     For         For
               Popular shares for the members of its management team,
               including the executive directors and the members of the
               senior management

12             Authorisation of the members of the Board of Directors to         Management     For         For
               enable them to engage, on a self-employed or salaried basis,
               in the same, similar or complementary type of activity as that
               which constitutes the corporate purpose of the Bank

13             Delegation of powers to the Board of Directors, with the power    Management     For         For
               to appoint replacement attorneys, for the formalisation,
               interpretation, remedy and fullest implementation of the
               resolutions adopted by the General Meeting


NOVARTIS AG


                                                                                             
SECURITY                      66987V109                                            MEETING TYPE       Special
TICKER SYMBOL                 NVS                                                  MEETING DATE       08-Apr-2011
ISIN                          US66987V1098                                         AGENDA             933380898 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF THE MERGER        Management     For         For
               AGREEMENT BETWEEN ALCON, INC. ("ALCON") AND NOVARTIS AG
               ("NOVARTIS") DATED DECEMBER 14, 2010.

1B             THE BOARD OF DIRECTORS PROPOSES THE CREATION OF AUTHORISED        Management     For         For
               CAPITAL THROUGH THE ISSUANCE OF UP TO 108 MILLION NEW SHARES
               FOR THE PURPOSE OF COMPLETING THE MERGER OF ALCON INTO NOVARTIS
               BY MEANS OF INTRODUCING A NEW ARTICLE 4A OF THE ARTICLES OF
               INCORPORATION.

02             FOR ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE          Management     For         For
               MEETING, I/WE INSTRUCT TO VOTE ACCORDING TO THE PROPOSAL OF
               THE BOARD OF DIRECTORS.


WIMM BILL DANN FOODS


                                                                                             
SECURITY                      97263M109                                            MEETING TYPE       Special
TICKER SYMBOL                 WBD                                                  MEETING DATE       08-Apr-2011
ISIN                          US97263M1099                                         AGENDA             933398251 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             EARLY TERMINATION OF THE POWERS OF ALL THE BOARD OF DIRECTORS     Management     Abstain
               MEMBERS OF WBD FOODS OJSC.

02             DIRECTOR                                                          Management

               1       RAMON LUIS LAGUARTA                                                      For         For

               2       A.N. SEYMOUR HAMPTON                                                     For         For

               3       W. TIMOTHY HEAVISIDE                                                     For         For

               4       PAUL DOMINIC KIESLER                                                     For         For

               5       ANDREAS EPIFANIOU                                                        For         For

               6       ANDREW JOHN MACLEOD                                                      For         For

               7       SERGIO EZAMA                                                             For         For

               8       R.V. BOLOTOVSKY                                                          For         For

               9       SILVIU EUGENIU POPOVICI                                                  For         For

               10      MARCUS RHODES                                                            For         For

               11      D. VLADIMIROVICH IVANOV                                                  For         For


A.O. SMITH CORPORATION


                                                                                             
SECURITY                      831865209                                            MEETING TYPE       Annual
TICKER SYMBOL                 AOS                                                  MEETING DATE       11-Apr-2011
ISIN                          US8318652091                                         AGENDA             933375342 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       GLOSTER B. CURRENT, JR.                                                  For         For

               2       ROBERT J. O'TOOLE                                                        For         For

               3       IDELLE K. WOLF                                                           For         For

               4       GENE C. WULF                                                             For         For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE    Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               CORPORATION.

03             PROPOSAL TO APPROVE BY NON-BINDING ADVISORY VOTE, THE             Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             PROPOSAL TO RECOMMEND BY NON-BINDING ADVISORY
               VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON
               THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.                                                         Management     Abstain     Against



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  40
The Gabelli Equity Income Fund

THE BANK OF NEW YORK MELLON CORPORATION


                                                                                             
SECURITY                      064058100                                            MEETING TYPE       Annual
TICKER SYMBOL                 BK                                                   MEETING DATE       12-Apr-2011
ISIN                          US0640581007                                         AGENDA             933386371 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RUTH E. BRUCH                               Management     For         For

1B             ELECTION OF DIRECTOR: NICHOLAS M. DONOFRIO                        Management     For         For

1C             ELECTION OF DIRECTOR: GERALD L. HASSELL                           Management     For         For

1D             ELECTION OF DIRECTOR: EDMUND F. KELLY                             Management     For         For

1E             ELECTION OF DIRECTOR: ROBERT P. KELLY                             Management     For         For

1F             ELECTION OF DIRECTOR: RICHARD J. KOGAN                            Management     For         For

1G             ELECTION OF DIRECTOR: MICHAEL J. KOWALSKI                         Management     For         For

1H             ELECTION OF DIRECTOR: JOHN A. LUKE, JR                            Management     For         For

1I             ELECTION OF DIRECTOR: MARK A. NORDENBERG                          Management     For         For

1J             ELECTION OF DIRECTOR: CATHERINE A. REIN                           Management     For         For

1K             ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON                       Management     For         For

1L             ELECTION OF DIRECTOR: SAMUEL C. SCOTT III                         Management     For         For

1M             ELECTION OF DIRECTOR: JOHN P. SURMA                               Management     For         For

1N             ELECTION OF DIRECTOR: WESLEY W. VON SCHACK                        Management     For         For

02             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION         Management     Abstain     Against
               RELATING TO 2010 EXECUTIVE COMPENSATION.

03             PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF      Management     Abstain     Against
               STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.

04             PROPOSAL TO APPROVE AMENDED AND RESTATED LONG- TERM INCENTIVE     Management     Against     Against
               PLAN.

05             PROPOSAL TO APPROVE AMENDED AND RESTATED EXECUTIVE INCENTIVE      Management     For         For
               COMPENSATION PLAN.

06             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT        Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM.

07             STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING.           Shareholder    Against     For


WILLIAM DEMANT HLDG AS


                                                                                             
SECURITY                      K9898W129                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       13-Apr-2011
ISIN                          DK0010268440                                         AGENDA             702848803 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD          Non-Voting
               MEMBER IS APPOINTED-AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS
               CAN ONLY EXPECT THEM TO ACCEPT-PRO-MANAGEMENT VOTES. THE ONLY
               WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST-VOTES ARE
               REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE.
               THE-SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN
               ADDED FEE IF- REQUESTED. THANK YOU

CMMT           PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK           Non-Voting
               REQUIRE THE SHARES TO-BE REGISTERED IN SEGREGATED ACCOUNTS BY
               REGISTRATION DEADLINE IN ORDER TO-PROVIDE VOTING SERVICE.
               PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF-THIS
               REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES
               ARE-REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL
               MEETING.

CMMT           PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR'      Non-Voting
               OR 'ABSTAIN'-ONLY FOR RESOLUTION NUMBERS "4.1 TO 4.4 AND 5".
               THANK YOU.

1              Report by the Board of Directors                                  Non-Voting

2              Approval of audited Annual Report 2010                            Management     For         For

3              Resolution on allocation of profits acc. to the adopted Annual    Management     For         For
               Report

4.1            Re-election of Lars Norby Johansen as a director                  Management     For         For

4.2            Re-election of Peter Foss as a director                           Management     For         For

4.3            Re-election of Niels B. Christiansen as a director                Management     For         For

4.4            Re-election of Thomas Hofman-Bang as a director                   Management     For         For

5              Re-election of Deloitte Statsautoriseret Revisionsaktieselskab    Management     For         For
               as an auditor

6.a            Amendment to Article 8.2 of the Articles of Association           Management     For         For
               regarding the agenda for annual general meetings

6.b            Approval of remuneration to the Board of Directors for the        Management     For         For
               current year

6.c            Amendment to Article 11.11 of the Articles of Association         Management     For         For
               based on the proposal in agenda item 6a

6.d            Renewal of the authority to increase the capital, cf. Articles    Management     For         For
               6.1 and 6.2 of the Articles of Association

6.e            The Company's acquisition of own shares                           Management     For         For

6.f            Authority to the chairman of the general meeting                  Management     For         For

7              Any other business                                                Non-Voting



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  41
The Gabelli Equity Income Fund

BELGACOM SA DE DROIT PUBLIC, BRUXELLES


                                                                                             
SECURITY                      B10414116                                            MEETING TYPE       ExtraOrdinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       13-Apr-2011
ISIN                          BE0003810273                                         AGENDA             702858195 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO
               LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
               BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the introduction of article 526bis in
               the Belgian Code of Companies by the law of 17 December 2008
               creating an audit committee in listed companies and financial
               institutions. Proposal to modify Article 18, section 3,
               subsection 2 and 3, of the Articles of Association as follows:
               replace "524(4)" by "526ter". Proposal to modify Article 25,
               section 2, subsection 1, of the Articles of Association as
               follows: After the words "The role of this Committee is",
               insert the words "to perform the tasks laid down in Article
               526bis of the Code of Companies and more specifically" CONTD

CONT           CONTD Proposal to modify Article 25, section 2,                   Non-Voting
               subsection 2, of the Articles-of Association as
               follows: After the words "which must ensure that" insert-the
               words "(i) the Committee is composed of non-executive Board
               Members and-that (ii)"

2              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the introduction of article 526quater
               in the Belgian Code of Companies by the law of 23 April 2010
               strengthening corporate governance for listed companies and
               state owned companies. Proposal to modify Article 25, Section
               2, Sub-section 3, of the Articles of Association as follows:
               After the words "the Appointments and Remuneration Committee
               is composed of "replace ": (1) the Chairman of the Board of
               Directors; (2) two Independent Board members appointed in
               accordance with Article 18, Section 3 of these Articles of
               Association and chosen by the Board of Directors; and (3) a
               Board Member appointed in accordance with Article 18, Section
               CONTD

CONT           CONTD 2, of these Articles of Association and chosen by the       Non-Voting
               Board of-Directors" by "minimum three and maximum five non-
               executive Directors,-provided that the majority of the members
               of the Committee need to be-independent Directors, appointed
               in accordance with Article 18, Section 3, of-these Articles of
               Association. The Chairman of the Board of Directors
               is-Chairman of the Committee." After the words "the Law of 21
               March 1991" add-the words "and in article 526quater of the
               Code of Companies"

3              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association in order to change the date of the Annual General
               Meeting from the second Wednesday in April to the third
               Wednesday in April. Proposal to amend Article 32, Sub-section
               1, of the Articles of Association as follows: Replace the word
               "second" by the word "third"

4              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the possible adoption of a Belgian
               Law implementing the EU Directive 2007/36 of 11 July 2007 on
               the exercise of certain rights of shareholders in listed
               companies, under the condition precedent of the adoption, the
               publication and the entering into force of such law. Proposal
               to amend Article 33 of the Articles of Association as follows:
               Replace the existing text of the first sub-section by:
               "Notices convening the general meetings include the legal
               mentions of article 533bis of the Code of Companies and must be
               published at least 30 days before the meeting in the Belgian
               Official Gazette, in at least one CONTD

CONT           CONTD French-language and one Dutch-language national             Non-Voting
               newspaper and via media-of which it can be reasonably assumed
               that they can provide an effective-distribution of the
               information within the European economic area and which-are
               accessible in a fast and non-discriminatory way." In the
               second-sub-section replace the word "fifteen" by "thirty".
               After the fourth-sub-section insert a new sub-section with the
               following text: "One or more- shareholders, who hold together,
               at least 3 % of the Company's share capital,-can request to
               add items to be dealt with on the agenda of the
               general-meeting and propose motions for resolutions related to
               items included or to-be included on the agenda. Such requests
               CONTD

CONT           CONTD must comply with the requirements of article 533ter of      Non-Voting
               the Code of-Companies. The items and motions for resolution
               that are included in the-agenda pursuant to this clause, are
               only discussed if the concerned share of-the Company's share
               capital is registered according to Article 34 of
               these-Articles of Association"



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  42
The Gabelli Equity Income Fund


                                                                                                
5              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the possible adoption of a Belgian Law
               implementing the EU Directive 2007/36 of 11 July 2007 on to the
               exercise of certain rights of shareholders in listed companies,
               under the condition precedent of the adoption, the publication
               and the entering into force of such law. Proposal to amend
               Article 34 of the Articles of Association as follows: Replace
               the existing text of the Article by: "Registration of shares
               and notification of participation to the general meeting
               "Section 1 The right to participate to a general meeting of the
               Company and to exercise the right to vote is only granted based
               on an accounting CONTD

CONT           CONTD registration of the shares in the name of the               Non-Voting
               shareholder, on the-fourteenth day before the general meeting
               at 12 PM Belgian time, either by a-recording of these shares
               in the register of shareholders of the Company,-either by
               recording them on the accounts of a recognized account
               holder or-settlement institution, either by presenting the
               bearer shares to a financial-institution, irrespective of the
               number of shares the shareholder possesses- on the day of the
               general meeting. The day and hour mentioned in this
               section-constitute the record date. Section 2 The shareholder
               notifies the Company of-his intention to participate to the
               general meeting, at the latest on the-sixth day before the
               date of the CONTD

CONT           CONTD meeting, in compliance with the formalities mentioned in    Non-Voting
               the convening-notice, and upon submission of the proof of
               registration delivered to him by-the financial intermediary,
               the recognized account holder or the settlement-institution.
               Section 3 In a register, established by the Board of
               Directors,-for every shareholder who has indicated that he
               intends to participate to the-general meeting, his name,
               address or registered office, the number of shares-that he
               possessed on the record date and for which he intends to
               participate-to the general meeting, as well as a description
               of the documents-establishing that he owned the shares on the
               record date"

6              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the possible adoption of a Belgian
               Law implementing the EU Directive 2007/36 of 11 July 2007 on
               the exercise of certain rights of shareholders in listed
               companies, under the condition precedent of the adoption, the
               publication and the entering into force of such law. Proposal
               to amend Article 35, sub-section 2, of the Articles of
               Association as follows: Replace the existing text of
               sub-section 2 by: "Any shareholder may issue a proxy - in
               writing or in electronic form - to another person, be it a
               shareholder or not, to represent him at the general meeting.
               The proxy must be signed by the shareholder. Such proxies must
               be filed at least six days before the meeting concerned"

7              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the possible adoption of a Belgian
               Law implementing the EU Directive 2007/36 of 11 July 2007 on
               the exercise of certain rights of shareholders in listed
               companies, under the condition precedent of the adoption, the
               publication and the entering into force of such law. Proposal
               to modify Article 37 of the Articles of Association as
               follows: Sub-section 1 becomes Section 1. Sub-section 2
               becomes Section 2. In Section 2, before the current text, add
               the CONTD

CONT           CONTD following text: "For every decision the minutes record      Non-Voting
               the number of-shares for which valid votes are expressed, the
               percentage that these shares-represent in the total share of
               capital, the total number of valid votes, and-the number of
               votes in favor or against every decision, as well as the
               number-of abstentions, if any"

8              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association, pursuant to the possible adoption of a Belgian
               Law implementing the EU Directive 2007/36 of 11 July 2007 on
               the exercise of certain rights of shareholders in listed
               companies, under the condition precedent of the adoption, the
               publication and the entering into force of such law. Proposal
               to include an Article 38 bis in the Articles of Association
               with the following text: "Article 38bis - Right to ask
               questions - As soon as the notice convening the general
               meeting is published, the shareholders, who comply with the
               formalities of Article 34 of these Articles of Association,
               have the right to ask questions in writing to the CONTD

CONT           CONTD Directors, with respect to their report or to the items     Non-Voting
               on the agenda,-and to the auditors with respect to their
               report. Such questions must be-filed at least six days before
               the meeting concerned. The shareholders can-also ask oral
               questions during the meeting on the same subjects

9              Motion for a resolution: proposal to amend the articles of        Management     No Action
               association pursuant to the possible adoption of a Belgian Law
               implementing the EU Directive 2007/36 of 11 July 2007 related
               to the exercise of certain rights of shareholders in listed
               companies, under the condition precedent of the adoption, the
               publication and the entering into force of that law. Proposal
               to modify Article 39bis, of the Articles of Association as
               follows: Replace the existing text of sub-section 1 by: "All
               shareholders may vote by letter at any general meeting, using
               a form of which the model is determined by the Company and
               that contains the following information: (i) the name and
               address or registered office of the CONTD

CONT           CONTD shareholder; (ii) the number of shares the shareholder      Non-Voting
               will represent-when voting; (iii) the form of the shares; (iv)
               the agenda of the meeting,-including the motions for a
               resolution; (v) the deadline for the Company to-receive the
               form for voting by correspondence; (vi) the signature of
               the-shareholder; (vii) a clear indication, for each item on
               the agenda, of the-way he exercises his right of vote or
               abstains. For the calculation of the-quorum, only the forms
               that are received by the Company on the address- mentioned in
               the invitation, at the latest the sixth day before the
               meeting,-are taken into account. In sub-section 3, after the
               words "organizers can-control", add the words "the capacity
               and the identity of the shareholder-and"

10             Motion for a resolution: proposal to grant all powers to the      Management     No Action
               Secretary General, with the power of substitution, to ensure
               the coordination of the Articles of Association to reflect the
               resolutions above. Proposal for a resolution: grant all powers
               to the Secretary General, with the power of substitution, to
               make available to the shareholders an unofficial coordinated
               version of the Articles of Association - including the
               amendments to the Articles of Association under condition
               precedent - on the website www.belgacom.com



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  43
The Gabelli Equity Income Fund

BELGACOM SA DE DROIT PUBLIC, BRUXELLES


                                                                                             
SECURITY                      B10414116                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       13-Apr-2011
ISIN                          BE0003810273                                         AGENDA             702859957 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO
               LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
               BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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              Examination of the annual reports of the Board of Directors of    Non-Voting
               Belgacom SA-under public law with regard to the annual
               accounts and consolidated annual-accounts at 31 December 2010

2              Examination of the reports of the Board of Auditors of            Non-Voting
               Belgacom SA under-public law with regard to the annual
               accounts and of the Auditor with regard-to the consolidated
               annual accounts at 31 December 2010

3              Examination of the information provided by the Joint Committee    Non-Voting

4              Examination of the consolidated annual accounts at 31 December    Non-Voting
               2010

5              Approval of the annual accounts with regard to the financial      Management     No Action
               year closed on 31 December 2010, including the following
               allocation of the results: Profit of the period available for
               appropriation EUR 324,369,280.43; Net transfers from the
               reserves available EUR 401,793,828.41; Profit to be
               distributed EUR 726,163,108.84; Remuneration of capital (gross
               dividends) EUR 703,485,909.05; and Other beneficiaries
               (Personnel) EUR 22,677,199.79. For 2010, the gross dividend
               amounts to EUR 2.18 per share, entitling shareholders to a
               dividend net of withholding tax of EUR 1.6350 per share, from
               which, on 10 December 2010, an interim CONTD

CONT           CONTD dividend of EUR 0.50 (EUR 0.375 per share net of            Non-Voting
               withholding tax) was-paid; so that a gross dividend of EUR
               1.68 per share (EUR 1.26 per share net-of withholding tax)
               will be paid on 29 April 2011. The ex-dividend date is-fixed
               on 26 April 2011, the record date on 28 April 2011 and the
               payment date-on 29 April 2011

6              To approve the Remuneration Report                                Management     No Action

7              Granting of a discharge to the members of the Board of            Management     No Action
               Directors for the exercise of their mandate during the
               financial year closed on 31 December 2010

8              Granting of a special discharge to Mr. Philip Hampton for the     Management     No Action
               exercise of his mandate until 14 April 2010

9              Granting of a discharge to the members of the Board of            Management     No Action
               Auditors for the exercise of their mandate during the
               financial year closed on 31 December 2010

10             Granting of a discharge to Deloitte Statutory Auditors SC sfd     Management     No Action
               SCRL represented by Mr. G. Verstraeten and Mr. L. Van
               Coppenolle for the exercise of their mandate during the
               financial year closed on 31 December 2010

11             Acknowledgment of resignation of Mr. Georges Jacobs as member     Non-Voting
               of the Board.-Mr. Jacobs resigns for having reached the age
               limit of 70 years

12             To appoint, on proposal of the Board of Directors and in          Management     No Action
               accordance with the recommendation of the Nomination and
               Remuneration Committee, Mr. Pierre De Muelenaere as Board
               Member, for a period which will expire at the annual general
               meeting of 2017

13             To set the remuneration for the mandate of Mr. Pierre De          Management     No Action
               Muelenaere as follows: Fixed annual remuneration of EUR
               25,000; Attendance fee of EUR 5,000 per Board meeting
               attended; Attendance fee of EUR 2,500 per Board advisory
               committee meeting attended; EUR 2,000 per year to cover
               communications costs

14             Miscellaneous                                                     Non-Voting


UNITED TECHNOLOGIES CORPORATION


                                                                                             
SECURITY                      913017109                                            MEETING TYPE       Annual
TICKER SYMBOL                 UTX                                                  MEETING DATE       13-Apr-2011
ISIN                          US9130171096                                         AGENDA             933375722 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: LOUIS R. CHENEVERT                          Management     For         For

1B             ELECTION OF DIRECTOR: JOHN V. FARACI                              Management     For         For

1C             ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER                         Management     For         For

1D             ELECTION OF DIRECTOR: JAMIE S. GORELICK                           Management     For         For

1E             ELECTION OF DIRECTOR: EDWARD A. KANGAS                            Management     For         For

1F             ELECTION OF DIRECTOR: ELLEN J. KULLMAN                            Management     For         For

1G             ELECTION OF DIRECTOR: CHARLES R. LEE                              Management     For         For

1H             ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                        Management     For         For

1I             ELECTION OF DIRECTOR: HAROLD MCGRAW III                           Management     For         For

1J             ELECTION OF DIRECTOR: RICHARD B. MYERS                            Management     For         For

1K             ELECTION OF DIRECTOR: H. PATRICK SWYGERT                          Management     For         For

1L             ELECTION OF DIRECTOR: ANDRE VILLENEUVE                            Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  44
The Gabelli Equity Income Fund


                                                                                                
1M             ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN                      Management     For         For

02             APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS          Management     For         For
               INDEPENDENT AUDITOR

03             APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE PLAN            Management     Against     Against

04             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS         Management     Abstain     Against

05             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON COMPENSATION OF    Management     Abstain
               NAMED EXECUTIVE OFFICERS

06             SHAREOWNER PROPOSAL CONCERNING ADDITIONAL SHARE RETENTION         Shareholder    Against     For
               REQUIREMENT FOR SENIOR EXECUTIVES


NESTLE S A


                                                                                             
SECURITY                      H57312649                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                 NSRGY                                                MEETING DATE       14-Apr-2011
ISIN                          CH0038863350                                         AGENDA             702847596 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 799253 DUE    Non-Voting
               TO DELETION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
               THIS MEETING NOTICE. THANK YOU.

CMMT           BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN       Non-Voting
               THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL
               SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING
               INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON
               YOUR SHAR-ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION
               FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR
               ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.

CMMT           PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE        Non-Voting
               SENT UNDER MEETING-741313, 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.

1.1            Approval of the annual report, the financial statements of        Management     No Action
               Nestle S.A. and the consolidated financial statements of the
               Nestle group for 2010

1.2            Acceptance of the Compensation Report 2010 (advisory vote)        Management     No Action

2              Release of the members of the Board of Directors and of the       Management     No Action
               Management

3              Appropriation of profits resulting from the balance sheet of      Management     No Action
               Nestle S.A.

4.1.1          Re-election to the Board of Directors: Mr. Paul Bulcke            Management     No Action

4.1.2          Re-election to the Board of Directors: Mr. Andreas Koopmann       Management     No Action

4.1.3          Re-election to the Board of Directors: Mr. Rolf Hanggi            Management     No Action

4.1.4          Re-election to the Board of Directors: Mr. Jean-Pierre Meyers     Management     No Action

4.1.5          Re-election to the Board of Directors: Mrs. Naina Lal Kidwai      Management     No Action

4.1.6          Re-election to the Board of Directors: Mr. Beat Hess              Management     No Action

4.2            Election to the Board of Directors: Ms. Ann Veneman (for a        Management     No Action
               term of three years)

4.3            Re-election of the statutory auditors: KPMG S.A., Geneva          Management     No Action
               branch (for a term of one year)

5              Cancellation of 165 000 000 shares repurchased under the share    Management     No Action
               buy-back programmes, and reduction of the share capital by CHF
               16 500 000


H.B. FULLER COMPANY


                                                                                             
SECURITY                      359694106                                            MEETING TYPE       Annual
TICKER SYMBOL                 FUL                                                  MEETING DATE       14-Apr-2011
ISIN                          US3596941068                                         AGENDA             933375291 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       J. MICHAEL LOSH                                                          For         For

               2       LEE R. MITAU                                                             For         For

               3       R. WILLIAM VAN SANT                                                      For         For

02             A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR    Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS DISCLOSED IN THE ATTACHED PROXY
               STATEMENT.

03             A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY       Management     Abstain     Against
               VOTE ON EXECUTIVE COMPENSATION.

04             THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS H.B.           Management     For         For
               FULLER'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING DECEMBER 3, 2011.


T. ROWE PRICE GROUP, INC.

                                                                                             
SECURITY                      74144T108                                            MEETING TYPE       Annual
TICKER SYMBOL                 TROW                                                 MEETING DATE       14-Apr-2011
ISIN                          US74144T1088                                         AGENDA             933376609 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  45
The Gabelli Equity Income Fund



                                                                                                            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: ROBERT F. MACLELLAN                         Management     For         For

1G             ELECTION OF DIRECTOR: BRIAN C. ROGERS                             Management     For         For

1H             ELECTION OF DIRECTOR: DR. ALFRED SOMMER                           Management     For         For

1I             ELECTION OF DIRECTOR: DWIGHT S. TAYLOR                            Management     For         For

1J             ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE                       Management     For         For

02             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION      Management     Abstain     Against
               PAID BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS.

03             RECOMMEND, BY NON-BINDING ADVISORY VOTE, FREQUENCY OF VOTING      Management     Abstain     Against
               BY HOLDERS ON COMPENSATION PAID BY COMPANY TO EXECUTIVE
               OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


BP P.L.C.


                                                                                             
SECURITY                      055622104                                            MEETING TYPE       Annual
TICKER SYMBOL                 BP                                                   MEETING DATE       14-Apr-2011
ISIN                          US0556221044                                         AGENDA             933381446 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND ACCOUNTS.             Management     For         For

02             TO APPROVE THE DIRECTORS' REMUNERATION REPORT.                    Management     For         For

03             TO RE-ELECT MR P M ANDERSON AS A DIRECTOR.                        Management     For         For

04             TO RE-ELECT MR A BURGMANS AS A DIRECTOR.                          Management     For         For

05             TO RE-ELECT MRS C B CARROLL AS A DIRECTOR.                        Management     For         For

06             TO RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR.                    Management     For         For

07             TO RE-ELECT MR I C CONN AS A DIRECTOR.                            Management     For         For

08             TO RE-ELECT MR G DAVID AS A DIRECTOR.                             Management     For         For

09             TO RE-ELECT MR I E L DAVIS AS A DIRECTOR.                         Management     For         For

10             TO RE-ELECT MR R W DUDLEY AS A DIRECTOR.                          Management     For         For

11             TO RE-ELECT DR B E GROTE AS A DIRECTOR.                           Management     For         For

12             TO ELECT MR F L BOWMAN AS A DIRECTOR.                             Management     For         For

13             TO ELECT MR B R NELSON AS A DIRECTOR.                             Management     For         For

14             TO ELECT MR F P NHLEKO AS A DIRECTOR.                             Management     For         For

15             TO RE-ELECT MR C-H SVANBERG AS A DIRECTOR.                        Management     For         For

16             TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THE      Management     For         For
               BOARD TO FIX THEIR REMUNERATION.

S17            SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASE    Management     For         For
               OF ITS OWN SHARES BY THE COMPANY.

18             TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED       Management     For         For
               AMOUNT.

S19            SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED          Management     For         For
               NUMBER OF SHARES FOR CASH FREE OF PRE- EMPTION RIGHTS.

S20            SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL           Management     For         For
               MEETINGS (EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT
               LEAST 14 CLEAR DAYS.

21             TO GIVE LIMITED AUTHORITY TO MAKE POLITICAL DONATIONS AND         Management     For         For
               INCUR POLITICAL EXPENDITURE.

22             TO APPROVE THE RENEWAL OF THE BP SHAREMATCH PLAN.                 Management     For         For

23             TO APPROVE THE RENEWAL OF THE BP SHARESAVE UK PLAN.               Management     For         For


WEYERHAEUSER COMPANY


                                                                                             
SECURITY                      962166104                                            MEETING TYPE       Annual
TICKER SYMBOL                 WY                                                   MEETING DATE       14-Apr-2011
ISIN                          US9621661043                                         AGENDA             933381903 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: WAYNE W. MURDY                              Management     For         For

1B             ELECTION OF DIRECTOR: JOHN I. KIECKHEFER                          Management     For         For

1C             ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON                       Management     For         For

02             PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO GIVE           Management     For         For
               SHAREHOLDERS THE RIGHT TO CALL SPECIAL MEETINGS

03             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION         Management     Abstain     Against
               RELATING TO EXECUTIVE COMPENSATION

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION

05             APPROVAL, ON AN ADVISORY BASIS, OF THE APPOINTMENT OF AUDITORS    Management     For         For


NESTLE S.A.


                                                                                             
SECURITY                      641069406                                            MEETING TYPE       Annual
TICKER SYMBOL                 NSRGY                                                MEETING DATE       14-Apr-2011
ISIN                          US6410694060                                         AGENDA             933391586 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  46
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL
               STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED
               FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2010                 Management     For         For

1B             ACCEPTANCE OF THE COMPENSATION REPORT 2010 (ADVISORY VOTE)        Management     For         For

02             RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE       Management     For         For
               MANAGEMENT

03             APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET OF      Management     For         For
               NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2010

4A1            RE-ELECTION TO THE BOARD OF DIRECTOR: MR. PAUL BULCKE (FOR A      Management     For         For
               TERM OF THREE YEARS)

4A2            RE-ELECTION TO THE BOARD OF DIRECTOR: MR. ANDREAS KOOPMANN        Management     For         For
               (FOR A TERM OF THREE YEARS)

4A3            RE-ELECTION TO THE BOARD OF DIRECTOR: MR. ROLF HANGGI (FOR A      Management     For         For
               TERM OF THREE YEARS)

4A4            RE-ELECTION TO THE BOARD OF DIRECTOR: MR. JEAN- PIERRE MEYERS     Management     For         For
               (FOR A TERM OF THREE YEARS)

4A5            RE-ELECTION TO THE BOARD OF DIRECTOR: MRS. NAINA LAL KIDWAI       Management     For         For
               (FOR A TERM OF THREE YEARS)

4A6            RE-ELECTION TO THE BOARD OF DIRECTOR: MR. BEAT HESS (FOR A        Management     For         For
               TERM OF THREE YEARS)

4B             ELECTION TO THE BOARD OF DIRECTOR: MS. ANN VENEMAN (FOR A TERM    Management     For         For
               OF THREE YEARS)

4C             RE-ELECTION OF THE STATUTORY AUDITOR: KPMG S.A., GENEVA BRANCH    Management     For         For
               (FOR A TERM OF ONE YEAR)

05             CAPITAL REDUCTION (BY CANCELLATION OF SHARES)                     Management     For         For

06             IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER       Management     For         For
               DURING THE ANNUAL GENERAL MEETING, I GIVE A PROXY TO VOTE IN
               FAVOR OF THE MOTION OR RECOMMENDATION OF THE BOARD OF DIRECTORS

07             MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE      Management     For         For
               INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS
               FURTHER DISCUSSED IN THE COMPANY'S INVITATION)


GRUPO BIMBO SAB DE CV, MEXICO


                                                                                             
SECURITY                      P4949B104                                            MEETING TYPE       ExtraOrdinary General Meeting
TICKER SYMBOL                 BIMBOA.MX                                            MEETING DATE       15-Apr-2011
ISIN                          MXP495211262                                         AGENDA             702880940 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 802387 AS    Non-Voting
               THERE ARE TWO S-EPARATE MEETINGS TAKING PLACE AT THE SAME TIME
               AND THE MEETING TYPES ARE AGM A-ND EGM. ALL VOTES RECEIVED ON
               THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU-WILL NEED TO
               REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

VIII           Proposal, discussion and, if deemed appropriate, modification     Management     For         For
               of the structure of the board of directors in regard to its
               composition and the consequent amendment of the corporate
               bylaws

IX             Proposal, discussion and, if deemed appropriate, approval of      Management     For         For
               the increase of the number of shares in circulation
               representative of the share capital, without the latter being
               changed, through a split of the shares, and the consequent
               amendment of article 6 of the corporate bylaws

X              Presentation, discussion and, if deemed appropriate, approval     Management     For         For
               of the exchange of the securities representative of the shares
               of the Company that are in circulation

XI             Designation of special delegates                                  Management     For         For


GRUPO BIMBO SAB DE CV, MEXICO


                                                                                             
SECURITY                      P4949B104                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                 BIMBOA.MX                                            MEETING DATE       15-Apr-2011
ISIN                          MXP495211262                                         AGENDA             702882413 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 802387 AS    Non-Voting
               THERE ARE TWO S-EPARATE MEETINGS TAKING PLACE AT THE SAME TIME
               AND THE MEETING TYPES ARE AGM A-ND EGM. ALL VOTES RECEIVED ON
               THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU-WILL NEED TO
               REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

I              Discussion, approval or modification of the report from the       Management     For         For
               board of directors that is referred to in the main part of
               article 172 of the General Mercantile Companies Law, including
               the audited financial statements of the Company, consolidated
               with those of its subsidiary companies, for the fiscal year
               that ended on December 31, 2010, after reading of the
               following reports, that from the chairperson of the board of
               directors, from the general director, from the outside auditor
               and from the chairpersons of the audit and corporate practices
               committees of the Company

II             Presentation, discussion and, if deemed appropriate, approval     Management     For         For
               of the report that is referred to in article 86, part XX, of
               the Income Tax Law, regarding the fulfillment of the tax
               obligations of the Company

III            Presentation, discussion and, if deemed appropriate, approval     Management     For         For
               of the allocation of results for the fiscal year that ended
               on December 31, 2010

IV             Presentation, discussion and, if deemed appropriate, approval     Management     For         For
               of the payment of a cash dividend in the amount of MXN 0.55
               for each one of the shares representative of the share capital
               of the Company that are in circulation

V              Designation or, if deemed appropriate, ratification of the        Management     For         For
               appointments of the members of the board of directors and
               determination of their compensation



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  47
The Gabelli Equity Income Fund


                                                                                                
VI             Designation or, if deemed appropriate, ratification of the
               appointments of the chairpersons and members of the audit and
               corporate practices committees of the Company, as well as the
               determination of their compensation                               Management     For         For

VII            Presentation and, if deemed appropriate, approval of the          Management     For         For
               report regarding the purchase of shares of the Company, as well
               as the determination of the maximum amount of funds that the
               Company can allocate to the purchase of its own shares, in
               accordance with the terms of article 56, part IV, of the
               Securities Market Law

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN              Non-Voting
               RECORD DATE FROM 04 APR T-O 07 APR 2011. IF
               YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
               TH-IS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
               INSTRUCTIONS. THANK YOU-.


REPSOL YPF, S.A.


                                                                                             
SECURITY                      76026T205                                            MEETING TYPE       Annual
TICKER SYMBOL                 REPYY                                                MEETING DATE       15-Apr-2011
ISIN                          US76026T2050                                         AGENDA             933386989 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             REVIEW AND APPROVAL, IF APPROPRIATE, OF THE ANNUAL FINANCIAL      Management     For         For
               STATEMENTS AND THE MANAGEMENT REPORT OF REPSOL YPF, S.A., OF
               THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AND THE
               CONSOLIDATED MANAGEMENT REPORT, FOR THE FISCAL YEAR ENDED 31ST
               DECEMBER 2010, OF THE PROPOSAL OF APPLICATION OF ITS EARNINGS.

02             APPROVAL OF THE MANAGEMENT BY THE BOARD OF DIRECTORS DURING       Management     For         For
               FISCAL YEAR 2010.

03             APPOINTMENT OF THE ACCOUNTS AUDITOR OF REPSOL YPF, S.A. AND OF    Management     For         For
               ITS CONSOLIDATED GROUP FOR THE FISCAL YEAR 2011.

04             AMENDMENT OF ARTICLES 9, 11, 19, 24, 27, 29, 44, 50 AND 56 OF     Management     For         For
               THE ARTICLES OF ASSOCIATION; AND OF THE ARTICLES 3, 5, 8, 13,
               14 AND 15 OF THE REGULATIONS OF THE GENERAL SHAREHOLDERS
               MEETING.

05             AMENDMENT OF ARTICLE 52 OF THE ARTICLES OF ASSOCIATION,           Management     For         For
               REGARDING THE APPLICATION OF PROFIT/LOSS OF THE FISCAL YEAR.

06             AMENDMENT OF ARTICLES 40 AND 35 OF THE ARTICLES OF                Management     For         For
               ASSOCIATION, REGARDING THE INTERNAL POSITIONS AND MEETINGS OF
               THE BOARD OF DIRECTORS.

07             RE-ELECTION OF MR. ANTONIO BRUFAU NIUBO AS DIRECTOR.              Management     For         For

08             RE-ELECTION OF MR. LUIS FERNANDO DEL RIVERO ASENSIO AS            Management     For         For
               DIRECTOR.

09             RE-ELECTION OF MR. JUAN ABELLO GALLO AS DIRECTOR.                 Management     For         For

10             RE-ELECTION OF MR. LUIS CARLOS CROISSIER BATISTA AS DIRECTOR.     Management     For         For

11             RE-ELECTION OF MR. ANGEL DURANDEZ ADEVA AS DIRECTOR.              Management     For         For

12             RE-ELECTION OF MR. JOSE MANUEL LOUREDA MANTINAN AS DIRECTOR.      Management     For         For

13             APPOINTMENT OF MR. MARIO FERNANDEZ PELAZ AS DIRECTOR.             Management     For         For

14             DELIVERY PLAN SHARES TO THE BENEFICIARIES OF MULTI- ANNUAL        Management     For         For
               PROGRAMS.

15             STOCK PURCHASE PLAN 2011-2012.                                    Management     For         For

16             DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ISSUE        Management     For         For
               FIXED RATE SECURITIES, CONVERTIBLE OR EXCHANGEABLE BY SHARES
               OF THE COMPANY OR EXCHANGEABLE BY SHARES OF OTHER COMPANIES,
               AS WELL AS WARRANTS. ESTABLISHMENT OF THE CRITERIA FOR THE
               DETERMINATION OF THE BASIS AND METHODS FOR THE CONVERSION
               AND/OR EXCHANGE AND DELEGATION TO THE BOARD OF DIRECTORS OF
               THE POWERS TO INCREASE THE CAPITAL STOCK IN THE NECESSARY
               AMOUNT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

17             DELEGATION OF POWERS TO SUPPLEMENT, DEVELOP, EXECUTE, RECTIFY     Management     For         For
               AND FORMALIZE THE RESOLUTIONS ADOPTED BY THE GENERAL
               SHAREHOLDERS' MEETING.


ELI LILLY AND COMPANY


                                                                                             
SECURITY                      532457108                                            MEETING TYPE       Annual
TICKER SYMBOL                 LLY                                                  MEETING DATE       18-Apr-2011
ISIN                          US5324571083                                         AGENDA             933376635 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR FOR THREE-YEAR TERM: M.L. ESKEW              Management     For         For

1B             ELECTION OF DIRECTOR FOR THREE-YEAR TERM: A.G. GILMAN             Management     For         For

1C             ELECTION OF DIRECTOR FOR THREE-YEAR TERM: K.N. HORN               Management     For         For

1D             ELECTION OF DIRECTOR FOR THREE-YEAR TERM: J.C. LECHLEITER         Management     For         For

02             RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE     Management     For         For
               BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS PRINCIPAL
               INDEPENDENT AUDITOR FOR 2011.

03             APPROVE, BY NON-BINDING VOTE, 2010 COMPENSATION PAID TO THE       Management     Abstain     Against
               COMPANY'S NAMED EXECUTIVE OFFICERS.

04             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE           Management     Abstain     Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  48
The Gabelli Equity Income Fund


                                                                                                
05             APPROVE AMENDMENTS TO THE ARTICLES OF
               INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF
               ALL DIRECTORS.                                                    Management     For         For

06             APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION TO            Management     For         For
               ELIMINATE ALL SUPERMAJORITY VOTING REQUIREMENTS.

07             APPROVE THE EXECUTIVE OFFICER INCENTIVE PLAN.                     Management     For         For


GENUINE PARTS COMPANY


                                                                                             
SECURITY                      372460105                                            MEETING TYPE       Annual
TICKER SYMBOL                 GPC                                                  MEETING DATE       18-Apr-2011
ISIN                          US3724601055                                         AGENDA             933377156 - 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 R. HOLDER                                                           For         For

               6       JOHN D. JOHNS                                                            For         For

               7       MICHAEL M.E. JOHNS, MD                                                   For         For

               8       J. HICKS LANIER                                                          For         For

               9       R.C. LOUDERMILK JR.                                                      For         For

               10      WENDY B. NEEDHAM                                                         For         For

               11      JERRY W. NIX                                                             For         For

               12      GARY W. ROLLINS                                                          For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTE ON EXECUTIVE       Management     Abstain     Against
               COMPENSATION.

04             RE-APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS FOR        Management     For         For
               QUALIFIED PERFORMANCE- BASED AWARDS UNDER THE GENUINE PARTS
               COMPANY 2006 LONG-TERM INCENTIVE PLAN.

05             RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE         Management     For         For
               COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.


CRANE CO.


                                                                                             
SECURITY                      224399105                                            MEETING TYPE       Annual
TICKER SYMBOL                 CR                                                   MEETING DATE       18-Apr-2011
ISIN                          US2243991054                                         AGENDA             933380482 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: E. THAYER BIGELOW                           Management     For         For

1B             ELECTION OF DIRECTOR: PHILIP R. LOCHNER, JR.                      Management     For         For

1C             ELECTION OF DIRECTOR: RONALD F. MCKENNA                           Management     For         For

02             RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS             Management     For         For
               INDEPENDENT AUDITORS FOR THE COMPANY FOR 2011

03             APPROVAL OF ANNUAL INCENTIVE PLAN                                 Management     For         For

04             SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF EXECUTIVE            Management     Abstain     Against
               COMPENSATION

05             SAY WHEN ON PAY - AN ADVISORY VOTE ON APPROVAL OF THE             Management     Abstain     Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION


SPECTRA ENERGY CORP


                                                                                             
SECURITY                      847560109                                            MEETING TYPE       Annual
TICKER SYMBOL                 SE                                                   MEETING DATE       19-Apr-2011
ISIN                          US8475601097                                         AGENDA             933378843 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       WILLIAM T. ESREY                                                         For         For

               2       GREGORY L. EBEL                                                          For         For

               3       AUSTIN A. ADAMS                                                          For         For

               4       PAUL M. ANDERSON                                                         For         For

               5       PAMELA L. CARTER                                                         For         For

               6       F. ANTHONY COMPER                                                        For         For

               7       PETER B. HAMILTON                                                        For         For

               8       DENNIS R. HENDRIX                                                        For         For

               9       MICHAEL MCSHANE                                                          For         For

               10      JOSEPH H. NETHERLAND                                                     For         For

               11      MICHAEL E.J. PHELPS                                                      For         For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR FISCAL YEAR 2011.

03             APPROVAL OF THE SPECTRA ENERGY CORP 2007 LONG- TERM INCENTIVE     Management     For         For
               PLAN, AS AMENDED AND RESTATED.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  49
The Gabelli Equity Income Fund


                                                                                                
04             APPROVAL OF THE SPECTRA ENERGY CORP EXECUTIVE
               SHORT-TERM INCENTIVE PLAN, AS AMENDED AND
               RESTATED.                                                         Management     For         For

05             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                       Management     Abstain     Against

06             AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE     Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.

07             SHAREHOLDER PROPOSAL FOR A DIRECTOR ELECTION MAJORITY VOTE        Shareholder    Against     For
               STANDARD.


M&T BANK CORPORATION


                                                                                             
SECURITY                      55261F104                                            MEETING TYPE       Annual
TICKER SYMBOL                 MTB                                                  MEETING DATE       19-Apr-2011
ISIN                          US55261F1049                                         AGENDA             933379011 - 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       GARY N. GEISEL                                                           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      HERBERT L. WASHINGTON                                                    For         For

               16      ROBERT G. WILMERS                                                        For         For

02             TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION'S NAMED       Management     Abstain     Against
               EXECUTIVE OFFICERS.

03             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE    Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
               CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2011.


NEWMONT MINING CORPORATION


                                                                                             
SECURITY                      651639106                                            MEETING TYPE       Annual
TICKER SYMBOL                 NEM                                                  MEETING DATE       19-Apr-2011
ISIN                          US6516391066                                         AGENDA             933379352 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: G.A. BARTON                                 Management     For         For

1B             ELECTION OF DIRECTOR: V.A. CALARCO                                Management     For         For

1C             ELECTION OF DIRECTOR: J.A. CARRABBA                               Management     For         For

1D             ELECTION OF DIRECTOR: N. DOYLE                                    Management     For         For

1E             ELECTION OF DIRECTOR: V.M. HAGEN                                  Management     For         For

1F             ELECTION OF DIRECTOR: M.S. HAMSON                                 Management     For         For

1G             ELECTION OF DIRECTOR: R.T. O'BRIEN                                Management     For         For

1H             ELECTION OF DIRECTOR: J.B. PRESCOTT                               Management     For         For

1I             ELECTION OF DIRECTOR: D.C. ROTH                                   Management     For         For

1J             ELECTION OF DIRECTOR: S. THOMPSON                                 Management     For         For

02             RATIFY APPOINTMENT OF INDEPENDENT AUDITORS FOR 2011.              Management     For         For

03             PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING TO           Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDERS VOTES ON           Management     Abstain     Against
               EXECUTIVE COMPENSATION.


PUBLIC SERVICE ENTERPRISE GROUP INC.


                                                                                             
SECURITY                      744573106                                            MEETING TYPE       Annual
TICKER SYMBOL                 PEG                                                  MEETING DATE       19-Apr-2011
ISIN                          US7445731067                                         AGENDA             933380266 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ALBERT R. GAMPER, JR.                       Management     For         For

1B             ELECTION OF DIRECTOR: CONRAD K. HARPER                            Management     For         For

1C             ELECTION OF DIRECTOR: WILLIAM V. HICKEY                           Management     For         For

1D             ELECTION OF DIRECTOR: RALPH IZZO                                  Management     For         For

1E             ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON                         Management     For         For

1F             ELECTION OF DIRECTOR: DAVID LILLEY                                Management     For         For

1G             ELECTION OF DIRECTOR: THOMAS A. RENYI                             Management     For         For

1H             ELECTION OF DIRECTOR: HAK CHEOL SHIN                              Management     For         For

1I             ELECTION OF DIRECTOR: RICHARD J. SWIFT                            Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON
               EXECUTIVE COMPENSATION.                                           Management     Abstain     Against

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               INDEPENDENT AUDITOR FOR THE YEAR 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  50
The Gabelli Equity Income Fund

NORTHERN TRUST CORPORATION


                                                                                             
SECURITY                      665859104                                            MEETING TYPE       Annual
TICKER SYMBOL                 NTRS                                                 MEETING DATE       19-Apr-2011
ISIN                          US6658591044                                         AGENDA             933383197 - 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       ROBERT W. LANE                                                           For         For

               6       ROBERT C. MCCORMACK                                                      For         For

               7       EDWARD J. MOONEY                                                         For         For

               8       JOHN W. ROWE                                                             For         For

               9       MARTIN P. SLARK                                                          For         For

               10      DAVID H.B. SMITH, JR.                                                    For         For

               11      ENRIQUE J. SOSA                                                          For         For

               12      CHARLES A. TRIBBETT III                                                  For         For

               13      FREDERICK H. WADDELL                                                     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON             Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             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, 2011.


VIVENDI SA


                                                                                             
SECURITY                      F97982106                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       21-Apr-2011
ISIN                          FR0000127771                                         AGENDA             702819573 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE         Non-Voting
               OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE
               TREATED AS AN "AGAINST" VOTE.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               the Proxy Card-directly 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 be forwarded to the Global Custodians that have
               become-Registered Intermediaries, on the Vote Deadline Date.
               In capacity as- Registered Intermediary, the Global 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

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK:
               https://balo.journal-
               officiel.gouv.fr/pdf/2011/-0304/201103041100553.pdf AND
               https://balo.journal-officiel.gouv.fr/pdf/2011/03-
               30/201103301100972.pdf

O.1            Approval of the reports and annual financial statements for       Management     For         For
               the financial year 2010

O.2            Approval of the reports and consolidated financial statements     Management     For         For
               for the financial year 2010

O.3            Approval of the Statutory Auditors' special report on new         Management     For         For
               regulated Agreements and Undertakings concluded during the
               financial year 2010

O.4            Allocation of income for the financial year 2010, setting the     Management     For         For
               dividend and the date of payment

O.5            Renewal of Mr. Jean-Yves Charlier's term as Supervisory Board     Management     For         For
               member

O.6            Renewal of Mr. Henri Lachmann's term as Supervisory Board         Management     For         For
               member

O.7            Renewal of Mr. Pierre Rodocanachi's term as Supervisory Board     Management     For         For
               member

O.8            Appointment of the company KPMG SA as principal statutory         Management     For         For
               auditor

O.9            Appointment of the company KPMG Audit Is SAS as deputy            Management     For         For
               statutory auditor

O.10           Authorization to be granted to the Executive Board to allow       Management     For         For
               the Company to purchase its own shares

E.11           Authorization to be granted to the Executive Board to reduce      Management     For         For
               the share capital by cancellation of shares

E.12           Authorization to be granted to the Executive Board to grant       Management     For         For
               options to subscribe for shares of the Company

E.13           Authorization to be granted to the Executive Board to carry       Management     For         For
               out the allocation of performance shares existing or to be
               issued

E.14           Delegation granted to the Executive Board to increase capital     Management     For         For
               by issuing ordinary shares or any securities giving access to
               the capital with preferential subscription rights of
               shareholders



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  51
The Gabelli Equity Income Fund


                                                                                                
E.15           Delegation granted to the Executive Board to increase capital     Management     For         For
               by issuing ordinary shares or any securities giving access to
               the capital without preferential subscription rights of
               shareholders

E.16           Authorization to be granted to the Executive Board to increase    Management     For         For
               the number of issuable securities in the event of surplus
               demand with a capital increase with or without preferential
               subscription rights, within the limit of 15% of the original
               issuance and within the limits set under the fourteenth and
               fifteenth resolutions

E.17           Delegation granted to the Executive Board to increase the         Management     For         For
               share capital, within the limit of 10% of the capital and
               within the limits set under the fourteenth and fifteenth
               resolutions, in consideration for in-kind contributions of
               equity securities or securities giving access to the capital
               of third party companies outside of a public exchange offer

E.18           Delegation granted to the Executive Board to increase the         Management     For         For
               share capital in favor of employees and retired employees
               participating in the Group Savings Plan

E.19           Delegation granted to the Executive Board to decide to            Management     For         For
               increase the share capital in favor of employees of Vivendi
               foreign subsidiaries participating in the Group Savings Plan
               and to implement any similar plan

E.20           Delegation granted to the Executive Board to increase the         Management     For         For
               capital by incorporation of premiums, reserves, profits or
               other amounts

E.21           Amendment of Article 10 of the Statutes "Organizing the           Management     For         For
               Supervisory Board", by adding a new 6th paragraph: Censors

E.22           Powers to accomplish the formalities                              Management     For         For


HEINEKEN NV


                                                                                             
SECURITY                      N39427211                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       21-Apr-2011
ISIN                          NL0000009165                                         AGENDA             702830818 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN THERE IS A          Non-Voting
               RECORD DATE-ASSOCIATED WITH THIS MEETING. THANK YOU

0              Opening                                                           Non-Voting

1a             Report for the financial year 2010                                Non-Voting

1b             Adoption of the financial statements for the financial year       Management     For         For
               2010

1c             Decision on the appropriation of the balance of the income        Management     For         For
               statement in accordance with Article 12 paragraph 7 of the
               Company's Articles of Association

1d             Discharge of the members of the Executive Board                   Management     For         For

1e             Discharge of the members of the Supervisory Board                 Management     For         For

2a             Authorisation of the Executive Board to acquire own shares        Management     For         For

2b             Authorisation of the Executive Board to issue (rights to)         Management     For         For
               shares

2c             Authorisation of the Executive Board to restrict or exclude       Management     For         For
               shareholders' pre-emptive rights

3              Amendments to the Articles of Association                         Management     For         For

4a             Adjustments to the remuneration policy for the Executive Board    Management     For         For

4b             Related amendment to the long-term incentive for the Executive    Management     For         For
               Board

4c             Related amendment to the short-term incentive for the             Management     For         For
               Executive Board

5              Remuneration Supervisory Board                                    Management     For         For

6              Composition Executive Board (non-binding nomination): Re-         Management     For         For
               appointment of Mr. D.R. Hooft Graafland as member of the
               Executive Board

7              Composition Supervisory Board (non-binding nomination): Re-       Management     For         For
               appointment of Mr. M.R. de Carvalho as member of the
               Supervisory Board

0              Closing                                                           Non-Voting


TEXAS INSTRUMENTS INCORPORATED


                                                                                             
SECURITY                      882508104                                            MEETING TYPE       Annual
TICKER SYMBOL                 TXN                                                  MEETING DATE       21-Apr-2011
ISIN                          US8825081040                                         AGENDA             933376534 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: R.W. BABB, JR.                              Management     For         For

1B             ELECTION OF DIRECTOR: D.A. CARP                                   Management     For         For

1C             ELECTION OF DIRECTOR: C.S. COX                                    Management     For         For

1D             ELECTION OF DIRECTOR: S.P. MACMILLAN                              Management     For         For

1E             ELECTION OF DIRECTOR: P.H. PATSLEY                                Management     For         For

1F             ELECTION OF DIRECTOR: R.E. SANCHEZ                                Management     For         For

1G             ELECTION OF DIRECTOR: W.R. SANDERS                                Management     For         For

1H             ELECTION OF DIRECTOR: R.J. SIMMONS                                Management     For         For

1I             ELECTION OF DIRECTOR: R.K. TEMPLETON                              Management     For         For

1J             ELECTION OF DIRECTOR: C.T. WHITMAN                                Management     For         For

02             BOARD PROPOSAL REGARDING AN ADVISORY VOTE ON NAMED EXECUTIVE      Management     Abstain     Against
               OFFICER COMPENSATION.

03             BOARD PROPOSAL REGARDING AN ADVISORY VOTE ON THE FREQUENCY OF     Management     Abstain     Against
               FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

04             BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP     Management     For         For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  52
The Gabelli Equity Income Fund

KIMBERLY-CLARK CORPORATION


                                                                                             
SECURITY                      494368103                                            MEETING TYPE       Annual
TICKER SYMBOL                 KMB                                                  MEETING DATE       21-Apr-2011
ISIN                          US4943681035                                         AGENDA             933377550 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOHN R. ALM                                 Management     For         For

1B             ELECTION OF DIRECTOR: JOHN F. BERGSTROM                           Management     For         For

1C             ELECTION OF DIRECTOR: ABELARDO E. BRU                             Management     For         For

1D             ELECTION OF DIRECTOR: ROBERT W. DECHERD                           Management     For         For

1E             ELECTION OF DIRECTOR: THOMAS J. FALK                              Management     For         For

1F             ELECTION OF DIRECTOR: MAE C. JEMISON, M.D.                        Management     For         For

1G             ELECTION OF DIRECTOR: JAMES M. JENNESS                            Management     For         For

1H             ELECTION OF DIRECTOR: NANCY J. KARCH                              Management     For         For

1I             ELECTION OF DIRECTOR: IAN C. READ                                 Management     For         For

1J             ELECTION OF DIRECTOR: LINDA JOHNSON RICE                          Management     For         For

1K             ELECTION OF DIRECTOR: MARC J. SHAPIRO                             Management     For         For

1L             ELECTION OF DIRECTOR: G. CRAIG SULLIVAN                           Management     For         For

02             RATIFICATION OF AUDITORS                                          Management     For         For

03             APPROVAL OF THE 2011 OUTSIDE DIRECTORS' COMPENSATION PLAN         Management     For         For

04             APPROVAL OF THE 2011 EQUITY PARTICIPATION PLAN                    Management     Against     Against

05             ADVISORY VOTE ON EXECUTIVE COMPENSATION PROGRAM                   Management     Abstain     Against

06             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON             Management     Abstain     Against
               EXECUTIVE COMPENSATION


CITIGROUP INC.


                                                                                             
SECURITY                      172967101                                            MEETING TYPE       Annual
TICKER SYMBOL                 C                                                    MEETING DATE       21-Apr-2011
ISIN                          US1729671016                                         AGENDA             933378336 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ALAIN J.P. BELDA                            Management     For         For

1B             ELECTION OF DIRECTOR: TIMOTHY C. COLLINS                          Management     For         For

1C             ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER                         Management     For         For

1D             ELECTION OF DIRECTOR: ROBERT L. JOSS                              Management     For         For

1E             ELECTION OF DIRECTOR: MICHAEL E. O'NEILL                          Management     For         For

1F             ELECTION OF DIRECTOR: VIKRAM S. PANDIT                            Management     For         For

1G             ELECTION OF DIRECTOR: RICHARD D. PARSONS                          Management     For         For

1H             ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI                       Management     For         For

1I             ELECTION OF DIRECTOR: JUDITH RODIN                                Management     For         For

1J             ELECTION OF DIRECTOR: ROBERT L. RYAN                              Management     For         For

1K             ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO                        Management     For         For

1L             ELECTION OF DIRECTOR: DIANA L. TAYLOR                             Management     For         For

1M             ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR.                    Management     For         For

1N             ELECTION OF DIRECTOR: ERNESTO ZEDILLO                             Management     For         For

02             PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS CITI'S            Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             PROPOSAL TO APPROVE AN AMENDMENT TO THE CITIGROUP 2009 STOCK      Management     For         For
               INCENTIVE PLAN.

04             APPROVAL OF CITI'S 2011 EXECUTIVE PERFORMANCE PLAN.               Management     For         For

05             ADVISORY VOTE ON CITI'S 2010 EXECUTIVE COMPENSATION.              Management     Abstain     Against

06             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

07             PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT EXTENSION.            Management     For         For

08             STOCKHOLDER PROPOSAL REGARDING POLITICAL NON- PARTISANSHIP.       Shareholder    Against     For

09             STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL             Shareholder    Against     For
               CONTRIBUTIONS.

10             STOCKHOLDER PROPOSAL REQUESTING A REPORT ON RESTORING TRUST       Shareholder    Against     For
               AND CONFIDENCE IN THE FINANCIAL SYSTEM.

11             STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS HOLDING 15%     Shareholder    Against     For
               OR ABOVE HAVE THE RIGHT TO CALL SPECIAL STOCKHOLDER MEETINGS.

12             STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT COMMITTEE          Shareholder    Against     For
               CONDUCT AN INDEPENDENT REVIEW AND REPORT ON CONTROLS RELATED
               TO LOANS, FORECLOSURES, AND SECURITIZATIONS.


NEWMARKET CORPORATION


                                                                                             
SECURITY                      651587107                                            MEETING TYPE       Annual
TICKER SYMBOL                 NEU                                                  MEETING DATE       21-Apr-2011
ISIN                          US6515871076                                         AGENDA             933378362 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       PHYLLIS L. COTHRAN                                                       For         For

               2       MARK M. GAMBILL                                                          For         For

               3       BRUCE C. GOTTWALD                                                        For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  53
The Gabelli Equity Income Fund


                                                                                                
               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             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE        Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS OF NEWMARKET CORPORATION.

04             APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF HOLDING AN    Management     Abstain     Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.


THE AES CORPORATION


                                                                                             
SECURITY                      00130H105                                            MEETING TYPE       Annual
TICKER SYMBOL                 AES                                                  MEETING DATE       21-Apr-2011
ISIN                          US00130H1059                                         AGENDA             933379580 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              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

2              THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR YEAR 2011.

3              TO CONSIDER A (NON-BINDING) ADVISORY VOTE ON EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

4              TO CONSIDER A (NON-BINDING) ADVISORY VOTE ON THE FREQUENCY OF     Management     Abstain     Against
               THE ADVISORY VOTE ON EXECUTIVE COMPENSATION


BUCYRUS INTERNATIONAL, INC.


                                                                                             
SECURITY                      118759109                                            MEETING TYPE       Annual
TICKER SYMBOL                 BUCY                                                 MEETING DATE       21-Apr-2011
ISIN                          US1187591094                                         AGENDA             933379605 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management

               1       MICHELLE L. COLLINS                                                      For         For

               2       GENE E. LITTLE                                                           For         For

               3       ROBERT K. ORTBERG                                                        For         For

2              ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED            Management     Abstain     Against
               EXECUTIVE OFFICERS.

3              ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY STOCKHOLDER        Management     Abstain     Against
               VOTE ON EXECUTIVE COMPENSATION.

4              PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO    Management     For         For
               SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR 2011.


SENSIENT TECHNOLOGIES CORPORATION


                                                                                             
SECURITY                      81725T100                                            MEETING TYPE       Annual
TICKER SYMBOL                 SXT                                                  MEETING DATE       21-Apr-2011
ISIN                          US81725T1007                                         AGENDA             933384872 - 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 APPROVE THE COMPENSATION PAID TO SENSIENT'S NAMED     Management     Abstain     Against
               EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF
               REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND
               ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION IN THE
               ACCOMPANYING PROXY STATEMENT.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  54
The Gabelli Equity Income Fund


                                                                                                
03             PROPOSAL THAT SENSIENT'S SHAREHOLDERS
               RECOMMEND THAT THE ADVISORY VOTE TO APPROVE THE
               COMPENSATION OF SENSIENT'S NAMED EXECUTIVE
               OFFICERS BE HELD EVERY (CHECK ONE).                               Management     Abstain     Against

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP,          Management     For         For
               CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS OF
               THE COMPANY FOR 2011.


GATX CORPORATION


                                                                                             
SECURITY                      361448103                                            MEETING TYPE       Annual
TICKER SYMBOL                 GMT                                                  MEETING DATE       22-Apr-2011
ISIN                          US3614481030                                         AGENDA             933382979 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ANNE L. ARVIA                               Management     For         For

1B             ELECTION OF DIRECTOR: DEBORAH M. FRETZ                            Management     For         For

1C             ELECTION OF DIRECTOR: ERNST A. HABERLI                            Management     For         For

1D             ELECTION OF DIRECTOR: BRIAN A. KENNEY                             Management     For         For

1E             ELECTION OF DIRECTOR: MARK G. MCGRATH                             Management     For         For

1F             ELECTION OF DIRECTOR: JAMES B. REAM                               Management     For         For

1G             ELECTION OF DIRECTOR: DAVID S. SUTHERLAND                         Management     For         For

1H             ELECTION OF DIRECTOR: CASEY J. SYLLA                              Management     For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011

03             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION                     Management     Abstain     Against

04             ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES     Management     Abstain     Against
               ON EXECUTIVE COMPENSATION


HONEYWELL INTERNATIONAL INC.


                                                                                             
SECURITY                      438516106                                            MEETING TYPE       Annual
TICKER SYMBOL                 HON                                                  MEETING DATE       25-Apr-2011
ISIN                          US4385161066                                         AGENDA             933380115 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: GORDON M. BETHUNE                           Management     For         For

1B             ELECTION OF DIRECTOR: KEVIN BURKE                                 Management     For         For

1C             ELECTION OF DIRECTOR: JAIME CHICO PARDO                           Management     For         For

1D             ELECTION OF DIRECTOR: DAVID M. COTE                               Management     For         For

1E             ELECTION OF DIRECTOR: D. SCOTT DAVIS                              Management     For         For

1F             ELECTION OF DIRECTOR: LINNET F. DEILY                             Management     For         For

1G             ELECTION OF DIRECTOR: JUDD GREGG                                  Management     For         For

1H             ELECTION OF DIRECTOR: CLIVE R. HOLLICK                            Management     For         For

1I             ELECTION OF DIRECTOR: GEORGE PAZ                                  Management     For         For

1J             ELECTION OF DIRECTOR: BRADLEY T. SHEARES                          Management     For         For

02             APPROVAL OF INDEPENDENT ACCOUNTANTS.                              Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             2011 STOCK INCENTIVE PLAN OF HONEYWELL INTERNATIONAL INC. AND     Management     Against     Against
               ITS AFFILIATES.

06             HONEYWELL INTERNATIONAL INC. INCENTIVE COMPENSATION PLAN FOR      Management     For         For
               EXECUTIVE EMPLOYEES, AMENDED AND RESTATED EFFECTIVE AS OF
               JANUARY 1, 2011.

07             SHAREHOLDER ACTION BY WRITTEN CONSENT.                            Shareholder    Against     For

08             SPECIAL SHAREOWNER MEETINGS.                                      Shareholder    Against     For


ANHEUSER-BUSCH INBEV SA, BRUXELLES


                                                                                             
SECURITY                      B6399C107                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       26-Apr-2011
ISIN                          BE0003793107                                         AGENDA             702901681 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF AT-TORNEY (POA) MAY BE REQUIRED IN ORDER TO
               LODGE AND EXECUTE YOUR VOTING INSTRUC-TIONS IN THIS MARKET.
               ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJE-
               CTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
               SERVICE REPRESENTA-TIVE

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               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

A.1            Proposal to replace the words "the last Tuesday of                Management     No Action
               April" in the first paragraph of Article 24 with the words
               "the last Wednesday of April"

A.2            Proposal to add the following new paragraph at the end of         Management     No Action
               Article 22:"The Company is authorised to deviate from the
               provisions of Article 520ter, indents 1 and 2, of the
               Companies Code, in respect of any persons falling within the
               scope of such provisions."



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  55
The Gabelli Equity Income Fund


                                                                                                
A.3a           Entry into force of the modifications to the Articles of          Management     No Action
               Association resulting from the law on the exercise of certain
               rights of shareholders in listed companies: Proposal to resolve
               (i) that the modifications to the Articles of Association
               provided for in items 3 (b) to 3 (g) shall (a) be made under
               the condition precedent that a law implementing Directive
               2007/36/EC on the exercise of certain rights of shareholders in
               listed companies (the  "Law ") is published in the Belgian
               State Gazette and (b) enter into force on the date, if any, on
               which the Law (as may be amended, supplemented or implemented
               by any law or regulation) provides that such modifications
               enter into force and, in case the Law (as may be amended,
               supplemented or implemented by any law or regulation) does not
               provide such a date, such modifications will enter into force
               on the date on which the Law enters into force; and (ii) that
               the provisions of the articles of association that are the
               object of modification by items 3 (b) to 3 (g) below (a) will
               remain in force until the corresponding modifications to the
               articles of association enter into force and (b) will be, for
               these purposes, set out at the end of the articles of
               association as transitional provisions; it being understood
               that the above proposed resolution shall not be submitted to
               the vote of the Extraordinary General Meeting of Shareholders
               in the event that the Law is published before the Extraordinary
               General Meeting which will effectively deliberate upon this item

A.3.b          Modification to Article 24 - Meetings: Proposal to delete the     Management     No Action
               words "The Body convening a meeting shall designate the places
               where the certified statement of blocking of dematerialised
               shares is to be deposited" in the third paragraph of Article 24
               and to add the following paragraph at the end of Article 24:
               "Working days shall mean all days of the week with the
               exception of Saturdays, Sundays and legal public holidays
               in Belgium."

A.3.c          Modification to Article 25 - Admission to Shareholders'
               Management No Action Meetings: Proposal to replace Article 25 as
               follows: "a) Conditions of admission to Shareholders' Meetings:
               In order to have the right to participate in and vote at the
               Meeting, shareholders must: (i) have the ownership of their
               shares recorded in their name, as at midnight Central European
               Time on the fourteenth (14th) calendar day preceding the date
               of the Meeting (the  "record date "): - through registration in
               the register of the registered shares of the company, for
               holders of registered shares; or- through book-entry in the
               accounts of an authorised account holder or clearing
               organisation, for holders of dematerialised shares. Holders of
               bearer shares must first convert their bearer shares into
               registered or dematerialized shares; and (ii) notify the
               company (or the person designated by the company) by returning
               a signed original paper form or, if permitted by the company in
               the notice convening the Shareholders Meeting, by sending a
               form electronically (in which case the form shall be signed by
               means of an electronic signature in accordance with applicable
               Belgian law), at the latest on the sixth (6th) calendar day
               preceding the day of the Meeting, of their intention to
               participate in the Meeting, indicating the number of shares in
               respect of which they intend to do so. In addition, the holders
               of dematerialised shares must, at the latest on the same day,
               provide the company (or the person designated by the company),
               or arrange for the company (or the person designated by the
               company) to be provided, with an original certificate issued by
               an authorised account holder or a clearing organisation
               certifying the number of shares owned on the record date by the
               relevant shareholder and for which it has notified its
               intention to participate in the Meeting. An issuer of
               certificates relating to registered shares must notify its
               capacity of issuer to the company, which will record such
               capacity in the register of such shares. An issuer which
               refrains from notifying this capacity to the company can only
               vote at a Shareholders' Meeting if the written notification
               indicating its intention to participate in that Shareholders"
               Meeting specifies its capacity of issuer. An issuer of
               certificates linked to dematerialised shares must notify its
               capacity of issuer to the company before exercising any vote,
               at the latest through the written notification indicating its
               intention to participate in the Shareholders' Meeting, failing
               which such shares cannot participate in voting. b) Proxies and
               powers of attorney: Any shareholder with the right to vote may
               either personally participate in the Meeting or give a proxy to
               another person, who need not be a shareholder, to represent it
               at a Shareholders' Meeting. A shareholder may designate, for a
               given meeting, only one person as proxy holder, except in
               circumstances where Belgian law allows the designation of
               multiple proxy holders. The appointment of a proxy holder may
               take place in paper form or electronically (in which case the
               form shall be signed by means of an electronic signature in
               accordance with applicable Belgian law), through a form which
               shall be made available by the company. The signed original
               paper form or electronic form must be received by the company
               at the latest on the sixth (6th) calendar day preceding the
               date of the Meeting. Any appointment of a proxy holder shall
               comply with relevant requirements of applicable Belgian law in
               terms of conflicting interests, record keeping and any other
               applicable requirement. c) Formalities for admission: Prior to
               the Meeting, the shareholders or their proxies are required to
               sign an attendance sheet, indicating their first name, last
               name, and place of residence or corporate denomination and
               registered office, as well as the number of shares in respect
               of which they are participating in the Meeting. Representatives
               of legal entities must provide the documents evidencing their
               capacity as bodies or special proxy holders. The natural
               persons, shareholders, bodies or proxy holders who take part in
               the Shareholders' Meeting must be able to prove their identity.
               d) Other securities: The holders of profit sharing
               certificates, non-voting shares, bonds, subscription rights or
               other securities issued by the company, as well as the holders
               of certificates issued with the assistance of the company and
               representing securities issued by the latter, may participate
               in the Shareholders' Meeting insofar as the law entitles them
               to do so, and, as the case may be, gives them the right to
               participate in voting. If they propose to participate, they are
               subject to the same formalities concerning admission and
               access, and forms and filing of proxies, as those imposed on
               the shareholders."



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  56
The Gabelli Equity Income Fund


                                                                                                
A.3.d          Modification to Article 26 BIS - Vote by correspondence:          Management     No Action
               Proposal to rename Article 26BIS""Remote Voting Before The
               Shareholders'  Meeting"  and to replace it as follows:  "Any
               shareholder may vote remotely before the Meeting, by sending a
               paper form or, if permitted by the company in the notice
               convening the Shareholders' Meeting, by sending a form
               electronically (in which case the form shall be signed by means
               of an electronic signature in accordance with applicable Belgian
               law), through a form which shall be made available by the
               company. The original signed paper form must be received by the
               company at the latest on the sixth (6th) calendar day preceding
               the date of the Meeting. Voting through the sending of the
               signed electronic form may occur until the calendar day before
               the date of the Meeting. The company may also organise a remote
               vote before the Meeting through other electronic communication
               methods, such as, among others, through one or several Web
               sites. It shall specify the practical terms of any such remote
               vote in the convening notice. The company will ensure that, when
               arranging remote electronic voting before the Shareholders'
               Meeting, either through the sending of an electronic form or
               through other electronic communication methods, the company is
               able, through the system used, to control the identity and
               capacity as shareholder of each person casting a vote
               electronically. Shareholders voting remotely, must, in order for
               their vote to be taken into account for the calculation of the
               quorum and voting majority, comply with the conditions set out
               in Article 25."

A.3.e          Modification to Article 28 - Deliberations: Proposal to rename    Management     No Action
               Article 28 "Agenda And Deliberations" and to replace the first
               paragraph with the following paragraphs: "The Shareholders'
               Meeting may deliberate only the business on its agenda. One or
               more shareholders representing at least 3% of the capital of the
               company may request for items to be added to the agenda and
               submit resolution proposals in relation to existing agenda items
               or new items to be added to the agenda provided that they prove
               holding of such shareholding as at the date of their request by,
               as far as registered shares are concerned, a certificate
               evidencing the registration of the shares in the register of
               shares of the company or, as far as dematerialised shares are
               concerned, by a certificate issued by an authorised account
               holder or a clearing organisation certifying the book-entry of
               the shares in one or several accounts held by such account
               holder or clearing organisation. Such right shall not be
               available in relation to a second extraordinary Shareholders'
               Meeting that is convened for lack of a quorum at the first
               extraordinary Shareholders' Meeting. The new agenda items and/or
               resolution proposals should be received by the company in
               signed original paper form or electronically (in which case
               the form shall be signed by means of an electronic signature
               in accordance with applicable Belgian law), at the latest on
               the twentysecond (22nd) calendar day preceding the date of the
               Shareholders' Meeting and the company shall publish a revised
               agenda at the latest on the fifteenth (15th) calendar day
               preceding the date of the Meeting. The handling of such new
               agenda items and/or resolution proposals during the Meeting
               is subject to the relevant shareholder(s) having satisfied,
               with respect to shares representing at least 3% of the capital,
               the conditions set forth in Article 25, a), (i) and (ii)."

A.3.f          Modification to Article 30 - Adjournments: Proposal to replace    Management     No Action
               the second and third paragraphs of Article 30 as follows:
                "Such adjournment cancels all decisions taken during the
               Meeting. The Shareholders' Meeting shall be held again within
               five (5) weeks and with the same agenda. Shareholders wishing
               to participate in such Meeting shall fulfil the admission
               conditions set out in Article 25 a). To this effect, a record
               date shall be set on the fourteenth (14th) calendar day at
               midnight Central European Time preceding the date of the
               second Meeting."

A.3.g          Modification to Article 36 BIS: Proposal to delete Article 36     Management     No Action
               BIS

A.4.a          Issuance of 215,000 subscription rights and capital increase      Non-Voting
               under the condition precedent and to the extent of the
               exercise of the subscription rights: Spe-cial report by the
               Board of Directors on the issuance of subscription rights a-nd
               the exclusion of the preference right of the existing
               shareholders in favou-r of specific persons, drawn up in
               accordance with Articles 583, 596 and 598 of the Companies
               Code

A.4.b          Issuance of 215,000 subscription rights and capital increase      Non-Voting
               under the condition precedent and to the extent of the
               exercise of the subscription rights: Spe-cial report by the
               statutory auditor on the exclusion of the preference right-of
               the existing shareholders in favour of specific persons, drawn
               up in accord-ance with Articles 596 and 598 of the Companies
               Code

A.4.c          Issuance of 215,000 subscription rights and capital               Management     No Action
               increase under the condition precedent and to the extent of the
               exercise of the subscription rights: Proposed resolution:
               excluding the preference right of the existing shareholders in
               relation to the issuance of subscription rights in favour of
               all current Directors of the Company, as identified in the
               report referred under item (a) above

A.4.d          Issuance of 215,000 subscription rights and capital increase      Management     No Action
               under the condition precedent and to the extent of the
               exercise of the subscription rights: Issuance of subscription
               rights: Proposed resolution: approving the issuance of 215,000
               subscription rights and determining their terms and conditions
               (as such terms and conditions are appended to the report
               referred under item (a) above). The main provisions of these
               terms and conditions can be summarised as follows: each
               subscription right confers the right to subscribe in cash to
               one ordinary share in the Company, with the same rights
               (including dividend rights) as the existing shares. Each
               subscription right is granted for no consideration. Its
               exercise price equals the average price of the Company share
               on Euronext Brussels over the 30 calendar days preceding the
               issuance of the subscription rights by the Shareholders'
               Meeting. All subscription rights have a term of five years as
               from their issuance and become exercisable as follows: a first
               third may be exercised from 1 January 2013 up to and including
               25 April 2016, a second third may be exercised from 1 January
               2014 up to and including 25 April 2016 and the last third may
               be exercised from 1 January 2015 up to and including 25 April
               2016. At the end of the exercise period, the subscription
               rights that have not been exercised automatically become null
               and void
 


ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  57
The Gabelli Equity Income Fund


                                                                                                
A.4.e          Issuance of 215,000 subscription rights and capital increase      Management     No Action
               under the condition precedent and to the extent of the exercise
               of the subscription rights: Conditional capital increase:
               Proposed resolution: increasing the capital of the Company,
               under 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 issued multiplied by their
               exercise price and allocation of the issuance premium to an
               account not available for distribution

A.4.f          Issuance of 215,000 subscription rights and capital increase      Management     No Action
               under the condition precedent and to the extent of the exercise
               of the subscription rights: Express approval pursuant to Article
               554, indent 7, of the Companies Code: Proposed resolution:
               expressly approving the granting of the above-mentioned
               subscription rights to any Director of the Company who is
               independent within the meaning of Article 526ter of the
               Companies Code

A.4.g          Issuance of 215,000 subscription rights and capital increase      Management     No Action
               under the condition precedent and to the extent of the
               exercise of the subscription rights: Powers: Proposed
               resolution: granting powers to two Directors acting jointly to
               have 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

B.1            Management report by the Board of Directors on the accounting     Non-Voting
               year ended on 31-December 2010

B.2            Report by the statutory auditor on the accounting year ended      Non-Voting
               on 31 December 20-10

B.3            Communication of the consolidated annual accounts relating to     Non-Voting
               the accounting y-ear ended on 31 December 2010, as well as
               the management report by the Board o-f Directors and the
               report by the statutory auditor on the consolidated
               annual-accounts

B.4            Approval of the statutory annual accounts: Proposed               Management     No Action
               resolution: approving the statutory annual accounts relating
               to the accounting year ended on 31 December 2010, including
               the following allocation of the result: Profit of the
               accounting year: EUR 53,198, Profit carried forward from the
               preceding accounting year: EUR 7,018,197, Result to be
               allocated: EUR 7,071,395, Deduction for the unavailable
               reserve: - EUR 68, Gross dividend for the shares (*): EUR
               1,275,707, Balance of carried forward profit: EUR 5,795,620,
               (*) On a per share basis, this represents a gross dividend of
               EUR 0.8, giving right to a dividend net of Belgian withholding
               tax of EUR 0.6 per share (in case of 25% Belgian withholding
               tax), of EUR 0.68 per share (in case of 15% Belgian
               withholding tax) and of EUR 0.8 per share (in case of
               exemption from Belgian withholding tax). Such amount may
               fluctuate depending on the number of own shares held by the
               Company on the dividend payment date. The dividend will be
               payable as from 02 May 2011

B.5            Discharge to the Directors: Proposed resolution: granting         Management     No Action
               discharge to the Directors for the performance of their duties
               during the accounting year ended on 31 December 2010

B.6            Discharge to the statutory auditor: Proposed resolution:          Management     No Action
               granting discharge to the statutory auditor for the
               performance of his duties during the accounting year ended on
               31 December 2010.

B.7            Acknowledgment of the end of the mandate as director of Mr.       Non-Voting
               Arnoud de Pret, Mr-. Jean-Luc Dehaene and Mr. August Busch IV.

B.8.a          Appointment of directors: Proposed resolution: renewing the       Management     No Action
               appointment as director of Mr. St fan Descheemaeker, for a
               period of four years ending after the shareholders' meeting
               which will be asked to approve the accounts for the year 2014

B.8.b          Proposed resolution: appointing as director Mr. Paul Cornet de    Management     No Action
               Ways Ruart, for a period of four years ending after the
               shareholders' meeting which will be asked to approve the
               accounts for the year 2014. Mr. Paul Cornet is a Belgian
               citizen. He is a Commercial Engineer Cum Laude from the
               Catholic University of Louvain (1991) and holds an MBA with
               Dean's Honour from the University of Chicago (1996) with
               concentration in Finance. He is currently working for Yahoo!
               EMEA where he is Chief of Staff and Senior Financial Director
               responsible for Corporate Development and Audience. Before
               Yahoo!, Mr. Cornet was the Director of Strategy for Orange (UK
               mobile operator) and spent seven years with McKinsey&Company
               in London and Palo Alto (CA). He is also on the Boards of EPS,
               Rayvax, Sparflex and several venture capital backed technology
               companies

B.8.c          Proposed resolution: renewing the appointment as independent      Management     No Action
               director of Mr. Kees Storm, for a period of two years ending
               after the shareholders' meeting which will be asked to approve
               the accounts for the year 2012. The renewal of the mandate for
               only two years is in line with the Company's Corporate
               Governance Charter which provides that the term of office of
               directors shall end immediately after the shareholders'
               meeting following their 70th birthday. Mr. Storm complies with
               the functional, family and financial criteria of independence
               as provided for in Article 526ter of the Companies Code and in
               the Company's Corporate Governance Charter, except for the
               requirement not to have been a non-executive director of the
               company for more than three successive terms (Article 526ter,
               par. 1, 2 ). Except when legally required to apply the
               definition of Article 526ter, par. 1, 2 , the Board proposes
               to consider that Mr. Storm continues to qualify as independent
               director. The Board is of the opinion that the quality and
               independence of the contribution of Mr. Storm to the
               functioning of the Board has not been influenced by the length
               of his tenure. Mr. Storm has acquired a superior understanding
               of the Company's business, its underlying strategy and
               specific culture, in particular in his capacity of Chairman of
               the Audit Committee, and in light of his particular
               experience, reputation and background it is in the Company's
               best interests to renew him as an independent director for an
               additional term of 2 years. Moreover, Mr. Storm expressly
               stated and the Board is of the opinion that he does not have
               any relationship with any company which could compromise his
               independence



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  58
The Gabelli Equity Income Fund


                                                                                                
B.8.d          Proposed resolution: renewing the appointment as independent      Management     No Action
               director of Mr. Peter Harf, for a period of four years ending
               after the shareholders' meeting which will be asked to approve
               the accounts for the year 2014. Mr. Harf complies with the
               functional, family and financial criteria of independence as
               provided for in Article 526ter of the Companies Code and in the
               Company's Corporate Governance Charter, except for the
               requirement not to have been a non-executive director of the
               company for more than three successive terms (Article 526ter,
               par. 1, 2 ). Except when legally required to apply the
               definition of Article 526ter, par. 1, 2 , the Board proposes to
               consider that Mr. Harf continues to qualify as independent
               director. The Board is of the opinion that the quality and
               independence of the contribution of Mr. Harf to the functioning
               of the Board has not been influenced by the length of his
               tenure. Mr. Harf has acquired a superior understanding of the
               Company's business, its underlying strategy and specific
               culture, in particular in his capacity of Chairman of the
               Board, and in light of his particular experience, reputation
               and background it is in the Company's best interests to renew
               him as an independent director for an additional term of 4
               years. Moreover, Mr. Harf expressly stated and the Board is of
               the opinion that he does not have any relationship with any
               company which could compromise his independence

B.8.e          Proposed resolution: appointing as independent director Mr.       Management     No Action
               Olivier Goudet, for a period of four years ending after the
               shareholders' meeting which will be asked to approve the
               accounts for the year 2014. Mr. Olivier Goudet is a French
               citizen. He is Executive Vice President and Chief Financial
               Officer of Mars, Incorporated. He joined Mars in 1990, serving
               on the finance team of the French business. After six years,
               he left Mars to join the VALEO Group, where he held several
               senior executive positions. In 1998, he returned to Mars,
               where he became Chief Financial Officer in 2004. In 2008, his
               role was broadened to the position of Executive Vice President
               and CFO. Mr. Goudet is also a director of the Wm. Wrigley Jr.
               Company, Mars' gum and confections subsidiary, where Berkshire
               Hathaway is a minority investor. He holds a degree in
               engineering from l'Ecole Centrale de Paris and graduated from
               the ESSEC Business School in Paris with a major in finance.
               Mr. Goudet complies with the functional, family and financial
               criteria of independence as provided for in Article 526ter of
               the Companies Code and in the Company's Corporate Governance
               Charter. Moreover, Mr. Goudet expressly stated and the Board
               is of the opinion that he does not have any relationship with
               any company which could compromise his independence

B.9.a          Proposed resolution: approving the Remuneration report for the    Management     No Action
               financial year 2010 as set out in the 2010 annual report,
               including the executive remuneration policy. Such policy
               provides for the possibility of granting variable compensation
               in the form of shares that are immediately vested, subject to
               a five-year blocking period. In addition, the executive
               remuneration policy provides that the Company may also grant
               matching shares (in the form of restricted stock units) and
               stock options, the value of which can exceed 25% of the annual
               remuneration and which vest after a period of five years but
               without being subject to a specific performance test. Special
               forfeiture rules apply to matching shares and stock options in
               case of termination of service before the end of the five-year
               vesting period. The 2010 annual report and remuneration report
               containing the executive remuneration policy, can be reviewed
               as indicated at the end of this notice

B.9.b          Proposed resolution: confirming the specified grants of stock     Management     No Action
               options and restricted stock units to executives: a)
               Confirmation, for US law purposes, of two new programs
               launched in November 2010 under the Company's Long Term
               Incentive Stock Options Plan, allowing for the offer, over a
               period of 10 years, of (i) stock options on a maximum of
               5,000,000 ordinary shares of the Company and (ii) stock
               options on a maximum of 5,000,000 American Depositary Shares
               (ADSs) of the Company, all of which can be granted to
               employees of the Company and/or its majority owned
               subsidiaries in the form of Incentive Stock Options (ISOs)
               pursuant to Sections 421 and 422 of the US Internal Revenue
               Code of 1986, as amended. Each stock option gives the recipient
               the right to purchase one existing share in the Company listed
               on Euronext Brussels or one existing American Depositary Share
               of the Company traded on the New York Stock Exchange. The
               exercise price of each stock option corresponds to the fair
               value of the Company share or of the ADS at the time of
               granting of the options. b) Confirmation of three specific
               Long Term Restricted Stock Unit Programs i. a program allowing
               for the offer of restricted stock units to certain employees
               in certain specific circumstances at the discretion of the
               Chief Executive Officer of Anheuser-Busch InBev e.g. to
               compensate for assignments of expatriates to certain specific
               countries. Each restricted stock unit will vest only after a
               five-year vesting period without performance test. In case of
               termination of service before the vesting date, special
               forfeiture rules apply. Confirmation of the hardship grant of
               approximately 120,000 restricted stock units under the Program
               in 2010 to employees of the Company and/or its majority owned
               subsidiaries. ii. a program allowing for the exceptional offer
               of restricted stock units to certain employees at the
               discretion of the Remuneration Committee of Anheuser-Busch
               InBev as a long- term retention incentive for key employees of
               the Company. The first half of the restricted stock units vest
               after five years and the other half vest only after a ten-year
               period. No performance test is applied. In case of termination
               of service before the vesting date, special forfeiture rules
               apply. Confirmation of the grant of approximately 320,000
               restricted stock units under the Program in 2010 to employees
               of the Company and/or its majority owned subsidiaries. iii. a
               program allowing certain employees to purchase Company shares
               at a discount aimed as a long-term retention incentive for
               highpotential employees of the Company and/or its majority
               owned subsidiaries, who are at a mid-manager level. The
               voluntary investment in Company shares leads to the grant of 3
               matching shares for each share invested. The discount and
               matching shares are granted in the form of restricted stock
               units which vest after 5 years. In case of termination before
               the vesting date, special forfeiture rules apply



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  59
The Gabelli Equity Income Fund


                                                                                                
B10.a          Approval of change of control provisions relating to the          Management     No Action
               Updated EMTN Programme: Proposed resolution: approving, in
               accordance with Article 556 of the Companies Code, (i)
               Condition 7.5 of the Terms & Conditions (Change of Control Put)
               of the EUR 15,000,000,000 updated Euro Medium Term Note
               Programme dated 18 October 2010 of the Company and Brandbrew SA
               (the "Issuers") and Deutsche Bank AG., London Branch acting as
               Arranger (the "Updated EMTN Programme"), which may be
               applicable in the case of notes issued under the Updated EMTN
               Programme and (ii) any other provision in the Updated EMTN
               Programme granting rights to third parties which could affect
               the Company's assets or could impose an obligation on the
               Company where in each case the exercise of those rights is
               dependent on the launch of a public take-over bid over the
               shares of the Company or on a "Change of Control" (as defined
               in the Terms & Conditions of the Updated EMTN Programme) (*).
               (*) Pursuant to the Updated EMTN Programme, (a) "Change of
               Control" means "any person or group of persons acting in
               concert (in each case other than Stichting Anheuser-Busch InBev
               or any existing direct or indirect certificate holder or
               certificate holders of Stichting Anheuser-Busch InBev) gaining
               Control of the Company provided that a Change of Control shall
               not be deemed to have occurred if all or substantially all of
               the shareholders of the relevant person or group of persons
               are, or immediately prior to the event which would otherwise
               have constituted a Change of Control were, the shareholders of
               the Company with the same (or substantially the same) pro rata
               interests in the share capital of the relevant person or group
               of persons as such shareholders have, or as the case may be,
               had, in the share capital of the Company", (b) "Acting in
               concert" means "a group of persons who, pursuant to an
               agreement or understanding (whether formal or informal),
               actively cooperate, through the acquisition directly or
               indirectly of shares in the Company by any of them, either
               directly or indirectly, to obtain Control of the Company", and
               (c) "Control" means the "direct or indirect ownership of more
               than 50 per cent of the share capital or similar rights of
               ownership of the Company or the power to direct the management
               and the policies of the Company whether through the ownership
               of share capital, contract or otherwise". If a Change of
               Control Put is specified in the applicable Final Terms of the
               notes, Condition 7.5 of the Terms & Conditions of the Updated
               EMTN Programme grants, to any noteholder, in essence, the right
               to request the redemption of his notes at the redemption amount
               specified in the Final Terms of the notes, together, if
               appropriate, with interest accrued upon the occurrence of a
               Change of Control and a related downgrade in the notes to
               sub-investment grade

B10.b          Approval of change of control provisions relating to the US       Management     No Action
               Dollar notes: Proposed resolution: approving, in accordance
               with Article 556 of the Companies Code, (i) the Change of
               Control clause of the USD 3,250,000,000 notes issued on 29 and
               26 March 2010, consisting of USD 1,000,000,000 2.50% notes due
               2013, USD 750,000,000 3.625% notes due 2015, USD 1,000,000,000
               5.00% notes due 2020 and USD 500,000,000 Floating Rate Notes
               due 2013 (the "Unregistered Notes issued in March 2010"), (ii)
               the Change of Control clause of the USD 3,250,000,000
               registered notes issued in September 2010, consisting of USD
               1,000,000,000 2.50% notes due 2013, USD 750,000,000 3.625%
               notes due 2015, USD 1,000,000,000 5.00% notes due 2020 and USD
               500,000,000 Floating Rate Notes due 2013, issued in exchange
               for corresponding amounts of the corresponding unregistered
               notes issued in March 2010, in accordance with a US Form F-4
               Registration Statement pursuant to an exchange offer launched
               by Anheuser-Busch InBev Worldwide Inc. in the U.S. on 5 August
               2010 and expired on 2 September 2010 (the "Registered Notes
               issued in September 2010"), (iii) the Change of Control clause
               of the USD 8,000,000,000 registered notes issued in March
               2011, consisting of USD 1,250,000,000 7.20% notes due 2014,
               USD 2,500,000,000 7.75% notes due 2019 and USD 1,250,000,000
               8.20% notes due 2039, USD 1,550,000,000 5.375% notes due 2014,
               USD 1,000,000,000 6.875% notes due 2019 and USD 450,000,000
               8.00% notes due 2039, each issued in exchange for
               corresponding amounts of the corresponding unregistered notes
               issued in January 2009 and of the corresponding unregistered
               notes issued in May 2009, in accordance with a US Form F-4
               Registration Statement pursuant to an exchange offer launched
               by Anheuser-Busch InBev Worldwide Inc. in the U.S. on 11
               February 2011 and expired on 14 March 2011 (the "Registered
               Notes issued in March 2011"), whereby each of the Unregistered
               Notes issued in March 2010, the Registered Notes issued in
               September 2010 and the Registered Notes issued in March 2011
               are issued by Anheuser- Busch InBev Worldwide Inc. (with an
               unconditional and irrevocable guarantee as to payment of
               principal and interest from the Company) and (iv) any other
               provision applicable to the Unregistered Notes issued in March
               2010, the Registered Notes issued in September 2010 and the
               Registered Notes issued in March 2011 granting rights to third
               parties which could affect the Company's assets or could
               impose an obligation on the Company where in each case the
               exercise of those rights is dependent on the launch of a
               public take-over bid over the shares of the



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  60
The Gabelli Equity Income Fund


                                                                                                
               Company or on a "Change of Control" (as defined in the Offering
               Memorandum with respect to the unregistered notes, as the case
               may be, and in the Registration Statement with respect to the
               registered notes) (*). (*) (a) "Change of Control" means "any
               person or group of persons acting in concert (in each case
               other than Stichting Anheuser-Busch InBev or any existing
               direct or indirect certificate holder or certificate holders of
               Stichting Anheuser-Busch InBev) gaining Control of the Company
               provided that a Change of Control shall not be deemed to have
               occurred if all or substantially all of the shareholders of the
               relevant person or group of persons are, or immediately prior
               to the event which would otherwise have constituted a Change of
               Control were, the shareholders of the Company with the same (or
               substantially the same) pro rata interests in the share capital
               of the relevant person or group of persons as such shareholders
               have, or as the case may be, had, in the share capital of the
               Company", (b) "Acting in concert" means "a group of persons
               who, pursuant to an agreement or understanding (whether formal
               or informal), actively cooperate, through the acquisition
               directly or indirectly of shares in the Company by any of them,
               either directly or indirectly, to obtain Control of the
               Company", and (c) "Control" means the "direct or indirect
               ownership of more than 50 per cent of the share capital or
               similar rights of ownership of the Company or the power to
               direct the management and the policies of the Company whether
               through the ownership of share capital, contract or otherwise".
               The Change of Control clause grants to any noteholder, in
               essence, the right to request the redemption of his notes at a
               repurchase price in cash of 101% of their principal amount
               (plus interest accrued) upon the occurrence of a Change of
               Control and a related downgrade in the notes to sub-investment
               grade

B10.c          Approval of change of control provisions relating to the notes    Management     No Action
               issued under Anheuser-Busch InBev's Shelf Registration
               Statement filed in the United States on Form F-3: Proposed
               resolution: approving, in accordance with Article 556 of the
               Companies Code, (i) the Change of Control clause of the
               Brazilian real ("BRL") 750,000,000 9.750% registered notes
               issued on 17 November 2010 by Anheuser-Busch InBev Worldwide
               Inc. under Anheuser-Busch InBev's Shelf Registration Statement
               filed on Form F-3 on 21 September 2010 (with an unconditional
               and irrevocable guarantee as to payment of principal and
               interest from the Company) and (ii) any other provision
               applicable to the registered notes granting rights to third
               parties which could affect the Company's assets or could
               impose an obligation on the Company where in each case the
               exercise of those rights is dependent on the launch of a
               public take-over bid over the shares of the Company or on a
               "Change of Control" (as defined in the Prospectus Supplement
               dated 9 November 2010 to the Prospectus dated 21 September
               2010).  (a) "Change of Control" means "any person or group of
               persons acting in concert (in each case other than Stichting
               Anheuser-Busch InBev or any existing direct or indirect
               certificate holder or certificate holders of Stichting
               Anheuser-Busch InBev) gaining Control of the Company provided
               that a Change of Control shall not be deemed to have occurred
               if all or substantially all of the shareholders of the
               relevant person or group of persons are, or immediately prior
               to the event which would otherwise have constituted a Change
               of Control were, the shareholders of the Company with the same
               (or substantially the same) pro rata interests in the share
               capital of the relevant person or group of persons as such
               shareholders have, or as the case may be, had, in the share
               capital of the Company", (b) "Acting in concert" means "a
               group of persons who, pursuant to an agreement or
               understanding (whether formal or informal), actively
               cooperate, through the acquisition directly or indirectly of
               shares in the Company by any of them, either directly or
               indirectly, to obtain Control of the Company", and (c)
               "Control" means the "direct or indirect ownership of more than
               50 per cent of the share capital or similar rights of
               ownership of the Company or the power to direct the management
               and the policies of the Company whether through the ownership
               of share capital, contract or otherwise". The Change of
               Control clause grants to any noteholder, in essence, the right
               to request the redemption of his notes at a repurchase price
               in cash of 101% of their principal amount (plus interest
               accrued) upon the occurrence of a Change of Control and a
               related downgrade in the notes to sub-investment grade



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  61
The Gabelli Equity Income Fund


                                                                                                
B10.d          Approval of change of control provisions relating to the CAD      Management     No Action

               Dollar notes issued via a Canadian Private Placement: Proposed
               resolution: approving, in accordance with Article 556 of the
               Companies Code, (i) the Change of Control clause of the CAD
               600,000,000 3.65% notes due 2016 issued on 8 December 2010 via
               a Canadian Private Placement by Anheuser-Busch InBev Worldwide
               Inc. (with an unconditional and irrevocable guarantee as to
               payment of principal and interest from the Company) and (ii)
               any other provision applicable to the notes granting rights to
               third parties which could affect the Company's assets or could
               impose an obligation on the Company where in each case the
               exercise of those rights is dependent on the launch of a public
               take-over bid over the shares of the Company or on a "Change of
               Control" (as defined in the Offering Memorandum dated 8
               December 2010). AB_INBEV_form_vote_110426_EN.doc (a) "Change of
               Control" means "any person or group of persons acting in
               concert (in each case other than Stichting Anheuser-Busch InBev
               or any existing direct or indirect certificate holder or
               certificate holders of Stichting Anheuser-Busch InBev) gaining
               Control of the Company provided that a Change of Control shall
               not be deemed to have occurred if all or substantially all of
               the shareholders of the relevant person or group of persons
               are, or immediately prior to the event which would otherwise
               have constituted a Change of Control were, the shareholders of
               the Company with the same (or substantially the same) pro rata
               interests in the share capital of the relevant person or group
               of persons as such shareholders have, or as the case may be,
               had, in the share capital of the Company", (b) "Acting in
               concert" means "a group of persons who, pursuant to an
               agreement or understanding (whether formal or informal),
               actively cooperate, through the acquisition directly or
               indirectly of shares in the Company by any of them, either
               directly or indirectly, to obtain Control of the Company", and
               (c) "Control" means the "direct or indirect ownership of more
               than 50 per cent of the share capital or similar rights of
               ownership of the Company or the power to direct the management
               and the policies of the Company whether through the ownership
               of share capital, contract or otherwise". The Change of Control
               clause grants to any noteholder, in essence, the right to
               request the redemption of his notes at a repurchase price in
               cash of 101% of their principal amount (plus interest accrued)
               upon the occurrence of a Change of Control and a related
               downgrade in the notes to sub-investment grade

C              Proposed resolution: granting powers to Mr. Benoit Loore, VP      Management     No Action
               Legal Corporate, with power to substitute and without prejudice
               to other delegations of powers to the extent applicable, for (i)
               the acknowledgment of the realisation of the condition precedent
               referred to under A.3 (a) above, (ii) 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, (iii) the filing with the same clerk's office of the
               resolutions referred under item B.10 above and (iv) any other
               filings and publication formalities in relation to the above
               resolutions

               PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE    Non-Voting
               TEXT OF THE RES-OLUTION C.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


FORTUNE BRANDS, INC.


                                                                                             
SECURITY                      349631101                                            MEETING TYPE       Annual
TICKER SYMBOL                 FO                                                   MEETING DATE       26-Apr-2011
ISIN                          US3496311016                                         AGENDA             933380153 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN                        Management     For         For

1B             ELECTION OF DIRECTOR: PIERRE E. LEROY                             Management     For         For

1C             ELECTION OF DIRECTOR: A.D. DAVID MACKAY                           Management     For         For

1D             ELECTION OF DIRECTOR: ANNE M. TATLOCK                             Management     For         For

1E             ELECTION OF DIRECTOR: NORMAN H. WESLEY                            Management     For         For

1F             ELECTION OF DIRECTOR: PETER M. WILSON                             Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

04             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

05             APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE    Management     For         For
               OF INCORPORATION TO ALLOW STOCKHOLDERS TO CALL SPECIAL
               MEETINGS.

06             APPROVAL OF THE FORTUNE BRANDS, INC. 2011 LONG- TERM INCENTIVE    Management     Against     Against
               PLAN.


INTERNATIONAL BUSINESS MACHINES CORP.


                                                                                             
SECURITY                      459200101                                            MEETING TYPE       Annual
TICKER SYMBOL                 IBM                                                  MEETING DATE       26-Apr-2011
ISIN                          US4592001014                                         AGENDA             933380381 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: A.J.P. BELDA                                Management     For         For

1B             ELECTION OF DIRECTOR: W.R. BRODY                                  Management     For         For

1C             ELECTION OF DIRECTOR: K.I. CHENAULT                               Management     For         For

1D             ELECTION OF DIRECTOR: M.L. ESKEW                                  Management     For         For

1E             ELECTION OF DIRECTOR: S.A. JACKSON                                Management     For         For

1F             ELECTION OF DIRECTOR: A.N. LIVERIS                                Management     For         For

1G             ELECTION OF DIRECTOR: W.J. MCNERNEY, JR.                          Management     For         For

1H             ELECTION OF DIRECTOR: J.W. OWENS                                  Management     For         For

1I             ELECTION OF DIRECTOR: S.J. PALMISANO                              Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  62
The Gabelli Equity Income Fund


                                                                                                
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 REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM (PAGE 71)

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72)                 Management     Abstain     Against

04             ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY VOTE ON             Management     Abstain     Against
               EXECUTIVE COMPENSATION (PAGE 73)

05             STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE 74)               Shareholder    Against     For

06             STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS POLICY     Shareholder    Against     For
               (PAGES 74-75)

07             STOCKHOLDER PROPOSAL ON LOBBYING (PAGES 75-76)                    Shareholder    Against     For


COCA-COLA ENTERPRISES INC.


                                                                                             
SECURITY                      19122T109                                            MEETING TYPE       Annual
TICKER SYMBOL                 CCE                                                  MEETING DATE       26-Apr-2011
ISIN                          US19122T1097                                         AGENDA             933380456 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JAN BENNINK                                                              For         For

               2       JOHN F. BROCK                                                            For         For

               3       CALVIN DARDEN                                                            For         For

               4       L. PHILLIP HUMANN                                                        For         For

               5       ORRIN H. INGRAM II                                                       For         For

               6       DONNA A. JAMES                                                           For         For

               7       THOMAS H. JOHNSON                                                        For         For

               8       SUZANNE B. LABARGE                                                       For         For

               9       VERONIQUE MORALI                                                         For         For

               10      GARRY WATTS                                                              For         For

               11      CURTIS R. WELLING                                                        For         For

               12      PHOEBE A. WOOD                                                           For         For

02             TO APPROVE, BY NON-BINDING VOTE, THE EXECUTIVE COMPENSATION       Management     Abstain     Against
               PROGRAM.

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION PROGRAM VOTES.

04             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE             Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR 2011.

05             SHAREOWNER PROPOSAL TO REQUEST SHAREOWNER APPROVAL OF CERTAIN     Shareholder    Against     For
               SEVERANCE AGREEMENTS.


HANESBRANDS INC.


                                                                                             
SECURITY                      410345102                                            MEETING TYPE       Annual
TICKER SYMBOL                 HBI                                                  MEETING DATE       26-Apr-2011
ISIN                          US4103451021                                         AGENDA             933381244 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       LEE A. CHADEN                                                            For         For

               2       BOBBY J. GRIFFIN                                                         For         For

               3       JAMES C. JOHNSON                                                         For         For

               4       JESSICA T. MATHEWS                                                       For         For

               5       J. PATRICK MULCAHY                                                       For         For

               6       RONALD L. NELSON                                                         For         For

               7       RICHARD A. NOLL                                                          For         For

               8       ANDREW J. SCHINDLER                                                      For         For

               9       ANN E. ZIEGLER                                                           For         For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS        Management     For         For
               HANESBRANDS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               HANESBRANDS' 2011 FISCAL YEAR

03             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, EXECUTIVE             Management     Abstain     Against
               COMPENSATION AS DESCRIBED IN THE PROXY STATEMENT FOR THE
               ANNUAL MEETING

04             TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF    Management     Abstain     Against
               FUTURE ADVISORY VOTES REGARDING EXECUTIVE COMPENSATION


SUNTRUST BANKS, INC.


                                                                                             
SECURITY                      867914103                                            MEETING TYPE       Annual
TICKER SYMBOL                 STI                                                  MEETING DATE       26-Apr-2011
ISIN                          US8679141031                                         AGENDA             933382741 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ROBERT M. BEALL, II                         Management     For         For

1B             ELECTION OF DIRECTOR: ALSTON D. CORRELL                           Management     For         For

1C             ELECTION OF DIRECTOR: JEFFREY C. CROWE                            Management     For         For

1D             ELECTION OF DIRECTOR: BLAKE P. GARRETT, JR.                       Management     For         For

1E             ELECTION OF DIRECTOR: DAVID H. HUGHES                             Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  63
The Gabelli Equity Income Fund


                                                                                                
1F             ELECTION OF DIRECTOR: M. DOUGLAS IVESTER                          Management     For         For

1G             ELECTION OF DIRECTOR: J. HICKS LANIER                             Management     For         For

1H             ELECTION OF DIRECTOR: KYLE PRECHTL LEGG                           Management     For         For

1I             ELECTION OF DIRECTOR: WILLIAM A. LINNENBRINGER                    Management     For         For

1J             ELECTION OF DIRECTOR: G. GILMER MINOR, III                        Management     For         For

1K             ELECTION OF DIRECTOR: FRANK S. ROYAL, M.D.                        Management     For         For

1L             ELECTION OF DIRECTOR: THOMAS R. WATJEN                            Management     For         For

1M             ELECTION OF DIRECTOR: JAMES M. WELLS III                          Management     For         For

1N             ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR.                         Management     For         For

02             PROPOSAL TO APPROVE AN INCREASE IN THE NUMBER OF SHARES IN THE    Management     For         For
               SUNTRUST BANKS, INC. 2009 STOCK PLAN.

03             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS        Management     For         For
               INDEPENDENT AUDITORS FOR 2011.

04             TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING) PROPOSAL:         Management     Abstain     Against
               "RESOLVED, THAT THE HOLDERS OF COMMON STOCK OF SUNTRUST BANKS,
               INC. APPROVE THE COMPENSATION OF THE COMPANY'S EXECUTIVES AS
               DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE
               SUMMARY COMPENSATION TABLE, AND IN THE OTHER EXECUTIVE
               COMPENSATION TABLES AND RELATED DISCUSSION."

05             TO RECOMMEND THAT A NON-BINDING, ADVISORY VOTE TO APPROVE THE     Management     Abstain     Against
               COMPENSATION OF SUNTRUST'S NAMED EXECUTIVE OFFICERS BE PUT TO
               SHAREHOLDERS FOR THEIR CONSIDERATION EVERY: ONE; TWO; OR THREE
               YEARS.

06             SHAREHOLDER PROPOSAL REGARDING PREPARATION AND DISCLOSURE OF      Shareholder    Against     For
               SUSTAINABILITY REPORT.


THE PNC FINANCIAL SERVICES GROUP, INC.


                                                                                             
SECURITY                      693475105                                            MEETING TYPE       Annual
TICKER SYMBOL                 PNC                                                  MEETING DATE       26-Apr-2011
ISIN                          US6934751057                                         AGENDA             933382866 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RICHARD O. BERNDT                           Management     For         For

1B             ELECTION OF DIRECTOR: CHARLES E. BUNCH                            Management     For         For

1C             ELECTION OF DIRECTOR: PAUL W. CHELLGREN                           Management     For         For

1D             ELECTION OF DIRECTOR: KAY COLES JAMES                             Management     For         For

1E             ELECTION OF DIRECTOR: RICHARD B. KELSON                           Management     For         For

1F             ELECTION OF DIRECTOR: BRUCE C. LINDSAY                            Management     For         For

1G             ELECTION OF DIRECTOR: ANTHONY A. MASSARO                          Management     For         For

1H             ELECTION OF DIRECTOR: JANE G. PEPPER                              Management     For         For

1I             ELECTION OF DIRECTOR: JAMES E. ROHR                               Management     For         For

1J             ELECTION OF DIRECTOR: DONALD J. SHEPARD                           Management     For         For

1K             ELECTION OF DIRECTOR: LORENE K. STEFFES                           Management     For         For

1L             ELECTION OF DIRECTOR: DENNIS F. STRIGL                            Management     For         For

1M             ELECTION OF DIRECTOR: THOMAS J. USHER                             Management     For         For

1N             ELECTION OF DIRECTOR: GEORGE H. WALLS, JR.                        Management     For         For

1O             ELECTION OF DIRECTOR: HELGE H. WEHMEIER                           Management     For         For

02             RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF                Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED
               PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF 2006 INCENTIVE AWARD PLAN TERMS.                      Management     Against     Against

04             APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management     Abstain     Against

05             RECOMMENDATION FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON      Management     Abstain     Against
               EXECUTIVE COMPENSATION.


AMERICAN ELECTRIC POWER COMPANY, INC.


                                                                                             
SECURITY                      025537101                                            MEETING TYPE       Annual
TICKER SYMBOL                 AEP                                                  MEETING DATE       26-Apr-2011
ISIN                          US0255371017                                         AGENDA             933383779 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DAVID J. ANDERSON                           Management     For         For

1B             ELECTION OF DIRECTOR: JAMES F. CORDES                             Management     For         For

1C             ELECTION OF DIRECTOR: RALPH D. CROSBY, JR.                        Management     For         For

1D             ELECTION OF DIRECTOR: LINDA A. GOODSPEED                          Management     For         For

1E             ELECTION OF DIRECTOR: THOMAS E. HOAGLIN                           Management     For         For

1F             ELECTION OF DIRECTOR: LESTER A. HUDSON, JR.                       Management     For         For

1G             ELECTION OF DIRECTOR: MICHAEL G. MORRIS                           Management     For         For

1H             ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT                        Management     For         For

1I             ELECTION OF DIRECTOR: LIONEL L. NOWELL III                        Management     For         For

1J             ELECTION OF DIRECTOR: RICHARD L. SANDOR                           Management     For         For

1K             ELECTION OF DIRECTOR: KATHRYN D. SULLIVAN                         Management     For         For

1L             ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER                        Management     For         For

1M             ELECTION OF DIRECTOR: JOHN F. TURNER                              Management     For         For

2              RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

3              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

4              ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  64
The Gabelli Equity Income Fund

CH ENERGY GROUP, INC.


                                                                                             
SECURITY                      12541M102                                            MEETING TYPE       Annual
TICKER SYMBOL                 CHG                                                  MEETING DATE       26-Apr-2011
ISIN                          US12541M1027                                         AGENDA             933386472 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       MARGARITA K. DILLEY                                                      For         For

               2       STEVEN M. FETTER                                                         For         For

               3       STANLEY J. GRUBEL                                                        For         For

               4       STEVEN V. LANT                                                           For         For

               5       EDWARD T. TOKAR                                                          For         For

               6       JEFFREY D. TRANEN                                                        For         For

02             ADOPTION OF THE CORPORATION'S LONG-TERM EQUITY INCENTIVE PLAN.    Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             RATIFICATION OF THE APPOINTMENT OF THE CORPORATION'S              Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


ROLLINS, INC.


                                                                                             
SECURITY                      775711104                                            MEETING TYPE       Annual
TICKER SYMBOL                 ROL                                                  MEETING DATE       26-Apr-2011
ISIN                          US7757111049                                         AGENDA             933387638 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       R. RANDALL ROLLINS                                                       For         For

               2       JAMES B. WILLIAMS                                                        For         For

02             TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE 2011
               FISCAL YEAR.

03             THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE     Management     For         For
               THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK TO
               250,500,000 SHARES.

04             TO VOTE FOR THE APPROVAL ON A NONBINDING RESOLUTION REGARDING     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY VOTE ON           Management     Abstain     Against
               EXECUTIVE COMPENSATION SHOULD BE HELD EVERY ONE, TWO, OR THREE
               YEARS.


FMC CORPORATION


                                                                                             
SECURITY                      302491303                                            MEETING TYPE       Annual
TICKER SYMBOL                 FMC                                                  MEETING DATE       26-Apr-2011
ISIN                          US3024913036                                         AGENDA             933390419 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: EDWARD J. MOONEY                            Management     For         For

1B             ELECTION OF DIRECTOR: ENRIQUE J. SOSA                             Management     For         For

1C             ELECTION OF DIRECTOR: VINCENT R. VOLPE, JR.                       Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTING FIRM.

03             APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.         Management     Abstain     Against

04             RECOMMENDATION, BY NON-BINDING VOTE, OF THE FREQUENCY OF          Management     Abstain     Against
               EXECUTIVE COMPENSATION VOTES.


MEAD JOHNSON NUTRITION COMPANY


                                                                                             
SECURITY                      582839106                                            MEETING TYPE       Annual
TICKER SYMBOL                 MJN                                                  MEETING DATE       26-Apr-2011
ISIN                          US5828391061                                         AGENDA             933396978 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       STEPHEN W. GOLSBY                                                        For         For

               2       DR.STEVEN M. ALTSCHULER                                                  For         For

               3       HOWARD B. BERNICK                                                        For         For

               4       KIMBERLY A. CASIANO                                                      For         For

               5       ANNA C. CATALANO                                                         For         For

               6       DR. CELESTE A. CLARK                                                     For         For

               7       JAMES M. CORNELIUS                                                       For         For

               8       PETER G. RATCLIFFE                                                       For         For

               9       DR. ELLIOTT SIGAL                                                        For         For

               10      ROBERT S. SINGER                                                         For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  65
The Gabelli Equity Income Fund


                                                                                                
02             APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR        Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS.

03             RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF HOLDING         Management     Abstain     Against
               ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

04             THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management     For         For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               (INDEPENDENT AUDITORS) IN 2011.


BANCO SANTANDER CHILE


                                                                                             
SECURITY                      05965X109                                            MEETING TYPE       Annual
TICKER SYMBOL                 SAN                                                  MEETING DATE       26-Apr-2011
ISIN                          US05965X1090                                         AGENDA             933428559 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND CONSOLIDATED     Management     For         For
               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
               2010

02             APPROVE THE PAYMENT OF A DIVIDEND OF CH$1.519231 PER SHARE OR     Management     For         For
               60% OF 2010 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS AS A
               DIVIDEND, WHICH WILL BE PAID IN CHILE BEGINNING ON APRIL 27,
               2011. THE REMAINING 40% OF 2010 NET INCOME ATTRIBUTABLE TO
               SHAREHOLDERS WILL BE RETAINED AS RESERVES

03             APPROVAL OF EXTERNAL AUDITORS (DELOITTE)                          Management     For         For

04             APPROVAL OF LOCAL RATING AGENCIES. IT WILL BE PROPOSED THAT       Management     For         For
               FELLER RATE AND FITCH RATINGS CONTINUE TO BE THE BANK'S LOCAL
               RATING AGENCIES

5A             ELECTION OF DIRECTOR: MAURICIO LARRAIN GARCES                     Management     For         For

5B             ELECTION OF DIRECTOR: JESUS ZABALZA LOTINA                        Management     For         For

5C             ELECTION OF DIRECTOR: OSCAR VON CHRISMAR CARVAJAL                 Management     For         For

5D             ELECTION OF DIRECTOR: CARLOS OLIVOS MARCHANT                      Management     For         For

5E             ELECTION OF DIRECTOR: VICTOR ARBULU CROUSILLAT                    Management     For         For

5F             ELECTION OF DIRECTOR: MARCO COLODRO HADJES                        Management     For         For

5G             ELECTION OF DIRECTOR: LUCIA SANTA CRUZ SUTIL                      Management     For         For

5H             ELECTION OF DIRECTOR: ROBERTO MENDEZ TORRES                       Management     For         For

5I             ELECTION OF DIRECTOR: VITTORIO CORBO LIOI                         Management     For         For

5J             ELECTION OF DIRECTOR: ROBERTO ZAHLER MAYANZ                       Management     For         For

5K             ELECTION OF DIRECTOR: LISANDRO SERRANO SPOERER                    Management     For         For

5L             ELECTION OF CURRENT ALTERNATE BOARD MEMBER: JUAN MANUEL HOYOS     Management     For         For
               MARTINEZ DE IRUJO

5M             ELECTION OF CURRENT ALTERNATE BOARD MEMBER: RAIMUNDO MONGE        Management     For         For
               ZEGERS

06             APPROVAL OF THE BOARD OF DIRECTORS' REMUNERATION FOR 2011. THE    Management     For         For
               PROPOSAL IS NO CHANGE IN REAL TERMS TO THE AMOUNT APPROVED IN
               2010

07             APPROVAL OF THE AUDIT COMMITTEE'S 2011 BUDGET AND REMUNERATION    Management     For         For
               FOR ITS MEMBERS. THE PROPOSAL IS NO CHANGE IN REAL TERMS TO
               THE AMOUNT APPROVED IN 2010

08             ACCOUNT OF ALL OPERATIONS WITH RELATED PARTIES AS DEFINED BY      Management     For         For
               ARTICLE 89 AND TITLE XVI OF LAW 18,046


THE COCA-COLA COMPANY


                                                                                             
SECURITY                      191216100                                            MEETING TYPE       Annual
TICKER SYMBOL                 KO                                                   MEETING DATE       27-Apr-2011
ISIN                          US1912161007                                         AGENDA             933380418 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: HERBERT A. ALLEN                            Management     For         For

1B             ELECTION OF DIRECTOR: RONALD W. ALLEN                             Management     For         For

1C             ELECTION OF DIRECTOR: HOWARD G. BUFFETT                           Management     For         For

1D             ELECTION OF DIRECTOR: BARRY DILLER                                Management     For         For

1E             ELECTION OF DIRECTOR: EVAN G. GREENBERG                           Management     For         For

1F             ELECTION OF DIRECTOR: ALEXIS M. HERMAN                            Management     For         For

1G             ELECTION OF DIRECTOR: MUHTAR KENT                                 Management     For         For

1H             ELECTION OF DIRECTOR: DONALD R. KEOUGH                            Management     For         For

1I             ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO                      Management     For         For

1J             ELECTION OF DIRECTOR: DONALD F. MCHENRY                           Management     For         For

1K             ELECTION OF DIRECTOR: SAM NUNN                                    Management     For         For

1L             ELECTION OF DIRECTOR: JAMES D. ROBINSON III                       Management     For         For

1M             ELECTION OF DIRECTOR: PETER V. UEBERROTH                          Management     For         For

1N             ELECTION OF DIRECTOR: JACOB WALLENBERG                            Management     For         For

1O             ELECTION OF DIRECTOR: JAMES B. WILLIAMS                           Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS           Management     For         For
               INDEPENDENT AUDITORS

03             APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE UNDER THE          Management     For         For
               PERFORMANCE INCENTIVE PLAN OF THE COCA-COLA COMPANY TO
               PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS

04             APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE UNDER THE          Management     For         For
               COCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN TO PRESERVE
               THE TAX DEDUCTIBILITY OF THE AWARDS



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  66
The Gabelli Equity Income Fund


                                                                                                
05             ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON
               PAY VOTE)                                                         Management     Abstain     Against

06             ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE     Management     Abstain     Against

07             SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A             Shareholder    Against     For


MARATHON OIL CORPORATION


                                                                                             
SECURITY                      565849106                                            MEETING TYPE       Annual
TICKER SYMBOL                 MRO                                                  MEETING DATE       27-Apr-2011
ISIN                          US5658491064                                         AGENDA             933383907 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: GREGORY H. BOYCE                            Management     For         For

1B             ELECTION OF DIRECTOR: PIERRE BRONDEAU                             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 SELECTION OF PRICEWATERHOUSECOOPERS LLP AS    Management     For         For
               OUR INDEPENDENT AUDITOR FOR 2011.

03             BOARD PROPOSAL TO AMEND OUR BY-LAWS TO LOWER THE THRESHOLD FOR    Management     For         For
               STOCKHOLDERS TO CALL SPECIAL MEETINGS.

04             BOARD PROPOSAL FOR A NON-BINDING ADVISORY VOTE ON OUR             Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             BOARD PROPOSAL TO SELECT THE DESIRED FREQUENCY OF NON-BINDING     Management     Abstain     Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.

06             STOCKHOLDER PROPOSAL SEEKING A SAFETY REPORT OUTLINING THE        Shareholder    Against     For
               COMPANY'S STEPS TO REDUCE THE RISK OF ACCIDENTS.


DPL INC.


                                                                                             
SECURITY                      233293109                                            MEETING TYPE       Annual
TICKER SYMBOL                 DPL                                                  MEETING DATE       27-Apr-2011
ISIN                          US2332931094                                         AGENDA             933384012 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       PAUL M. BARBAS                                                           For         For

               2       BARBARA S. GRAHAM                                                        For         For

               3       GLENN E. HARDER                                                          For         For

02             AN AMENDMENT TO DPL'S REGULATIONS APPROVED BY OUR BOARD OF        Management     For         For
               DIRECTORS THAT REDUCES THE PERCENTAGE OF SHAREHOLDER VOTES
               NEEDED TO AMEND DPL'S REGULATIONS.

03             AN ADVISORY, NON-BINDING RESOLUTION TO APPROVE THE                Management     Abstain     Against
               COMPENSATION OF DPL'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED
               IN OUR 2011 PROXY STATEMENT.

04             TO RECOMMEND BY ADVISORY, NON-BINDING VOTE, THE FREQUENCY FOR     Management     Abstain     Against
               HOLDING ADVISORY, NON-BINDING VOTES ON NAMED EXECUTIVE OFFICER
               COMPENSATION.

05             RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS        Management     For         For
               UNDER DPL'S 2006 EQUITY PERFORMANCE AND INCENTIVE PLAN.

06             RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT.        Management     For         For


NEXEN INC.


                                                                                             
SECURITY                      65334H102                                            MEETING TYPE       Annual
TICKER SYMBOL                 NXY                                                  MEETING DATE       27-Apr-2011
ISIN                          CA65334H1029                                         AGENDA             933385379 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       W.B. BERRY                                                               For         For

               2       R.G. BERTRAM                                                             For         For

               3       D.G. FLANAGAN                                                            For         For

               4       S.B. JACKSON                                                             For         For

               5       K.J. JENKINS                                                             For         For

               6       A.A. MCLELLAN                                                            For         For

               7       E.P. NEWELL                                                              For         For

               8       T.C. O'NEILL                                                             For         For

               9       M.F. ROMANOW                                                             For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  67
The Gabelli Equity Income Fund


                                                                                                
               10      F.M. SAVILLE                                                             For         For

               11      J.M. WILLSON                                                             For         For

               12      V.J. ZALESCHUK                                                           For         For

02             TO APPOINT DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR      Management     For         For
               2011.

03             TO APPROVE THE CONTINUATION, AMENDMENT AND RESTATEMENT OF THE     Management     Against     Against
               SHAREHOLDER RIGHTS PLAN.

04             TO APPROVE THE ADVISORY VOTE ON NEXEN'S APPROACH TO EXECUTIVE     Management     For         For
               COMPENSATION.

E. I. DU PONT DE NEMOURS AND COMPANY

                                                                                             
SECURITY                      263534109                                            MEETING TYPE       Annual
TICKER SYMBOL                 DD                                                   MEETING DATE       27-Apr-2011
ISIN                          US2635341090                                         AGENDA             933385521 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RICHARD H. BROWN                            Management     For         For

1B             ELECTION OF DIRECTOR: ROBERT A. BROWN                             Management     For         For

1C             ELECTION OF DIRECTOR: BERTRAND P. COLLOMB                         Management     For         For

1D             ELECTION OF DIRECTOR: CURTIS J. CRAWFORD                          Management     For         For

1E             ELECTION OF DIRECTOR: ALEXANDER M. CUTLER                         Management     For         For

1F             ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT                        Management     For         For

1G             ELECTION OF DIRECTOR: MARILLYN A. HEWSON                          Management     For         For

1H             ELECTION OF DIRECTOR: LOIS D. JULIBER                             Management     For         For

1I             ELECTION OF DIRECTOR: ELLEN J. KULLMAN                            Management     For         For

1J             ELECTION OF DIRECTOR: WILLIAM K. REILLY                           Management     For         For

02             ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING       Management     For         For
               FIRM

03             ON AMENDED EQUITY AND INCENTIVE PLAN                              Management     Against     Against

04             TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION              Management     Abstain     Against

05             TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF EXECUTIVE        Management     Abstain     Against
               COMPENSATION VOTES

06             ON SPECIAL SHAREOWNER MEETINGS                                    Shareholder    Against     For

07             ON GENETICALLY ENGINEERED SEED                                    Shareholder    Against     For

08             ON EXECUTIVE COMPENSATION REPORT                                  Shareholder    Against     For


GENERAL ELECTRIC COMPANY


                                                                                             
SECURITY                      369604103                                            MEETING TYPE       Annual
TICKER SYMBOL                 GE                                                   MEETING DATE       27-Apr-2011
ISIN                          US3696041033                                         AGENDA             933387664 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
A1             ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE                         Management     For         For

A2             ELECTION OF DIRECTOR: JAMES I. CASH, JR.                          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: JAMES S. TISCH                              Management     For         For

A16            ELECTION OF DIRECTOR: DOUGLAS A. WARNER III                       Management     For         For

B1             RATIFICATION OF KPMG                                              Management     For         For

B2             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION                     Management     Abstain     Against

B3             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION

C1             SHAREOWNER PROPOSAL: CUMULATIVE VOTING                            Shareholder    Against     For

C2             SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS                         Shareholder    Against     For

C3             SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS GRANTED TO            Shareholder    Against     For
               EXECUTIVES

C4             SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK DISCLOSURE               Shareholder    Against     For

C5             SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL RESEARCH              Shareholder    Against     For


TEXTRON INC.


                                                                                             
SECURITY                      883203101                                            MEETING TYPE       Annual
TICKER SYMBOL                 TXT                                                  MEETING DATE       27-Apr-2011
ISIN                          US8832031012                                         AGENDA             933389202 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  68
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ELECTION OF DIRECTOR: JAMES T. CONWAY                             Management     For         For

02             ELECTION OF DIRECTOR: PAUL E. GAGNE                               Management     For         For

03             ELECTION OF DIRECTOR: DAIN M. HANCOCK                             Management     For         For

04             ELECTION OF DIRECTOR: LLOYD G. TROTTER                            Management     For         For

05             PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION         Management     Abstain     Against
               RELATING TO EXECUTIVE COMPENSATION.


06             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE     Management     Abstain     Against
               COMPENSATION.

07             APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION    Management     For         For
               TO PROVIDE A RIGHT FOR 25% SHAREHOLDERS TO CALL A SPECIAL
               MEETING OF SHAREHOLDERS.

08             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM.


THE MCGRAW-HILL COMPANIES, INC.


                                                                                             
SECURITY                      580645109                                            MEETING TYPE       Annual
TICKER SYMBOL                 MHP                                                  MEETING DATE       27-Apr-2011
ISIN                          US5806451093                                         AGENDA             933392641 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PEDRO ASPE                                  Management     For         For

1B             ELECTION OF DIRECTOR: SIR WINFRIED BISCHOFF                       Management     For         For

1C             ELECTION OF DIRECTOR: DOUGLAS N. DAFT                             Management     For         For

1D             ELECTION OF DIRECTOR: WILLIAM D. GREEN                            Management     For         For

1E             ELECTION OF DIRECTOR: LINDA KOCH LORIMER                          Management     For         For

1F             ELECTION OF DIRECTOR: HAROLD MCGRAW III                           Management     For         For

1G             ELECTION OF DIRECTOR: ROBERT P. MCGRAW                            Management     For         For

1H             ELECTION OF DIRECTOR: HILDA OCHOA-BRILLEMBOURG                    Management     For         For

1I             ELECTION OF DIRECTOR: SIR MICHAEL RAKE                            Management     For         For

1J             ELECTION OF DIRECTOR: EDWARD B. RUST, JR.                         Management     For         For

1K             ELECTION OF DIRECTOR: KURT L. SCHMOKE                             Management     For         For

1L             ELECTION OF DIRECTOR: SIDNEY TAUREL                               Management     For         For

02             VOTE TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO        Management     For         For
               PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS

03             VOTE TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE              Management     Abstain     Against
               COMPENSATION PROGRAM FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS

04             VOTE, ON AN ADVISORY BASIS, ON HOW OFTEN THE COMPANY WILL         Management     Abstain     Against
               CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

05             VOTE TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR        Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011

06             SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER ACTION BY WRITTEN     Shareholder    Against     For
               CONSENT


DANONE, PARIS


                                                                                             
SECURITY                      F12033134                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       28-Apr-2011
ISIN                          FR0000120644                                         AGENDA             702819600 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE         Non-Voting
               OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE
               TREATED AS AN "AGAINST" VOTE.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               the Proxy Card-directly 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 be forwarded to the Global Custodians that have
               become-Registered Intermediaries, on the Vote Deadline Date.
               In capacity as- Registered Intermediary, the Global 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

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY-CLICKING ON THE MATERIAL URL
               LINK:-https://balo.journal-
               officiel.gouv.fr/pdf/2011/0304/201103041100550.pdf

O.1            Approval of the corporate financial statements for the            Management     For         For
               financial year ended on December 31, 2010

O.2            Approval of the consolidated financial statements for the         Management     For         For
               financial year ended on December 31, 2010

O.3            Allocation of income for the financial year ended December 31,    Management     For         For
               2010 and setting the dividend at EUR 1.30 per share

O.4            Ratification of the co-optation of Mr. Yoshihiro Kawabata as      Management     For         For
               Board member

O.5            Renewal of Mr. Bruno Bonnell's term as Board member               Management     For         For

O.6            Renewal of Mr. Bernard Hours's term as Board member               Management     For         For

O.7            Renewal of Mr. Yoshihiro Kawabata's term as Board member          Management     For         For

O.8            Renewal of Mr. Jacques Vincent's term as Board member             Management     For         For

O.9            Appointment of Mrs. Isabelle Seillier as Board member             Management     For         For

O.10           Appointment of Mr. Jean-Michel Severino as Board member           Management     For         For

O.11           Approval of the Agreements referred to in the Statutory           Management     For         For
               Auditors' special report

O.12           Approval of the Agreements and Undertakings pursuant to           Management     For         For
               Articles L.225-38 and L.225-42-l of the Commercial Code
               relating to Mr. Bernard Hours

O.13           Authorization to be granted to the Board of Directors to          Management     For         For
               purchase, hold or transfer Company's shares



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  69
The Gabelli Equity Income Fund


                                                                                                
E.14           Delegation of authority to the Board of Directors to issue        Management     For         For
               ordinary shares of the Company and securities giving access to
               the capital of the Company, with preferential subscription
               rights of shareholders

E.15           Delegation of authority to the Board of Directors to issue        Management     For         For
               ordinary shares of the Company and securities giving access to
               the capital of the Company, with cancellation of preferential
               subscription rights of shareholders, but with obligation to grant
               a priority right

E.16           Delegation of authority to the Board of Directors in the event    Management     For         For
               of capital increase with or with cancellation of preferential
               subscription rights of shareholders to increase the amount of
               issuable securities

E.17           Delegation of authority to the Board of Directors to issue        Management     For         For
               ordinary shares and securities giving access to the capital of
               the Company, in the event of public exchange offer initiated
               by the Company

E.18           Delegation of powers to the Board of Directors to issue           Management     For         For
               ordinary shares, in consideration for in-kind contributions
               granted to the Company and composed of equity securities or
               securities giving access to the capital

E.19           Delegation of authority to the Board of Directors to increase     Management     For         For
               the Company's capital by incorporation of reserves, profits or
               premiums or other amounts which capitalization is authorized

E.20           Delegation of authority to the Board of Directors to carry out    Management     For         For
               capital increases reserved for employees participating in a
               company savings plan and/or transfers of reserved securities

E.21           Authorization granted to the Board of Directors to reduce         Management     For         For
               capital by cancellation of shares

E.22           Powers for formalities                                            Management     For         For


CORNING INCORPORATED


                                                                                             
SECURITY                      219350105                                            MEETING TYPE       Annual
TICKER SYMBOL                 GLW                                                  MEETING DATE       28-Apr-2011
ISIN                          US2193501051                                         AGENDA             933380191 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOHN SEELY BROWN                            Management     For         For

1B             ELECTION OF DIRECTOR: JOHN A. CANNING, JR.                        Management     For         For

1C             ELECTION OF DIRECTOR: GORDON GUND                                 Management     For         For

1D             ELECTION OF DIRECTOR: KURT M. LANDGRAF                            Management     For         For

1E             ELECTION OF DIRECTOR: H. ONNO RUDING                              Management     For         For

1F             ELECTION OF DIRECTOR: GLENN F. TILTON                             Management     For         For

02             APPROVAL, BY NON-BINDING VOTE, ON EXECUTIVE COMPENSATION.         Management     Abstain     Against

03             APPROVAL, BY NON-BINDING, ON THE FREQUENCY OF FUTURE EXECUTIVE    Management     Abstain     Against
               COMPENSATION VOTES.

04             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS           Management     For         For
               CORNING'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

05             SHAREHOLDER PROPOSAL CONCERNING SPECIAL MEETINGS.                 Shareholder    Against     For


DIEBOLD, INCORPORATED


                                                                                             
SECURITY                      253651103                                            MEETING TYPE       Annual
TICKER SYMBOL                 DBD                                                  MEETING DATE       28-Apr-2011
ISIN                          US2536511031                                         AGENDA             933380317 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       PATRICK W. ALLENDER                                                      For         For

               2       BRUCE L. BYRNES                                                          For         For

               3       MEI-WEI CHENG                                                            For         For

               4       PHILLIP R. COX                                                           For         For

               5       RICHARD L. CRANDALL                                                      For         For

               6       GALE S. FITZGERALD                                                       For         For

               7       PHILLIP B. LASSITER                                                      For         For

               8       JOHN N. LAUER                                                            For         For

               9       THOMAS W. SWIDARSKI                                                      For         For

               10      HENRY D.G. WALLACE                                                       For         For

               11      ALAN J. WEBER                                                            For         For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS     Management     For         For
               FOR THE YEAR 2011.

03             TO HOLD AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER               Management     Abstain     Against
               COMPENSATION.

04             TO HOLD AN ADVISORY VOTE ON THE FREQUENCY FOR FUTURE ADVISORY     Management     Abstain     Against
               VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.


WEIS MARKETS, INC.


                                                                                             
SECURITY                      948849104                                            MEETING TYPE       Annual
TICKER SYMBOL                 WMK                                                  MEETING DATE       28-Apr-2011
ISIN                          US9488491047                                         AGENDA             933381422 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  70
The Gabelli Equity Income Fund



                                                                                                            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       HAROLD G. GRABER                                                         For         For

               5       GERRALD B. SILVERMAN                                                     For         For

               6       STEVEN C. SMITH                                                          For         For

               7       GLENN D. STEELE, JR.                                                     For         For

2              PROPOSAL TO APPROVE THE APPOINTMENT OF GRANT THORNTON LLP AS      Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               CORPORATION.

3              PROPOSAL TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE         Management     Abstain     Against
               EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

4              PROPOSAL TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE         Management     Abstain     Against
               FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

5              SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY THAT ONLY    Shareholder    Against     For
               INDEPENDENT DIRECTORS SHALL SERVE ON THE COMPENSATION
               COMMITTEE.


NYSE EURONEXT


                                                                                             
SECURITY                      629491101                                            MEETING TYPE       Annual
TICKER SYMBOL                 NYX                                                  MEETING DATE       28-Apr-2011
ISIN                          US6294911010                                         AGENDA             933382791 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ANDRE BERGEN                                Management     For         For

1B             ELECTION OF DIRECTOR: ELLYN L. BROWN                              Management     For         For

1C             ELECTION OF DIRECTOR: MARSHALL N. CARTER                          Management     For         For

1D             ELECTION OF DIRECTOR: DOMINIQUE CERUTTI                           Management     For         For

1E             ELECTION OF DIRECTOR: PATRICIA M. CLOHERTY                        Management     For         For

1F             ELECTION OF DIRECTOR: SIR GEORGE COX                              Management     For         For

1G             ELECTION OF DIRECTOR: SYLVAIN HEFES                               Management     For         For

1H             ELECTION OF DIRECTOR: JAN-MICHIEL HESSELS                         Management     For         For

1I             ELECTION OF DIRECTOR: DUNCAN M. MCFARLAND                         Management     For         For

1J             ELECTION OF DIRECTOR: JAMES J. MCNULTY                            Management     For         For

1K             ELECTION OF DIRECTOR: DUNCAN L. NIEDERAUER                        Management     For         For

1L             ELECTION OF DIRECTOR: RICARDO SALGADO                             Management     For         For

1M             ELECTION OF DIRECTOR: ROBERT G. SCOTT                             Management     For         For

1N             ELECTION OF DIRECTOR: JACKSON P. TAI                              Management     For         For

1O             ELECTION OF DIRECTOR: RIJNHARD VAN TETS                           Management     For         For

1P             ELECTION OF DIRECTOR: SIR BRIAN WILLIAMSON                        Management     For         For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS        Management     For         For
               NYSE EURONEXT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE THE COMPANY'S PROPOSAL TO ADOPT MAJORITY VOTING        Management     For         For
               WITH RESPECT TO CERTAIN PROVISIONS IN OUR CERTIFICATE OF
               INCORPORATION THAT CURRENTLY REQUIRE AN 80% STOCKHOLDER VOTE
               TO AMEND (THE PROPOSED CHARTER AMENDMENT).

04             TO APPROVE THE COMPANY'S ADVISORY VOTE ON EXECUTIVE               Management     Abstain     Against
               COMPENSATION (THE "SAY-ON-PAY" PROPOSAL).

05             SHOULD THERE BE AN ADVISORY STOCKHOLDER VOTE TO APPROVE           Management     Abstain     Against
               EXECUTIVE COMPENSATION DISCLOSURE EVERY ONE YEAR, EVERY TWO
               YEARS OR EVERY THREE YEARS? (THE "SAY-WHEN-ON-PAY" PROPOSAL).

06             TO APPROVE THE STOCKHOLDER PROPOSAL TO GIVE HOLDERS OF 10% OF     Shareholder    Against     For
               THE OUTSTANDING COMMON STOCK THE POWER TO CALL A SPECIAL
               STOCKHOLDER MEETING (THE KENNETH STEINER PROPOSAL).

07             TO APPROVE THE STOCKHOLDER PROPOSAL REGARDING ACTION BY           Shareholder    Against     For
               WRITTEN CONSENT (THE WILLIAM STEINER PROPOSAL).


JOHNSON & JOHNSON


                                                                                             
SECURITY                      478160104                                            MEETING TYPE       Annual
TICKER SYMBOL                 JNJ                                                  MEETING DATE       28-Apr-2011
ISIN                          US4781601046                                         AGENDA             933382854 - 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: IAN E.L. DAVIS                              Management     For         For

1D             ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS                          Management     For         For

1E             ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                          Management     For         For

1F             ELECTION OF DIRECTOR: ANNE M. MULCAHY                             Management     For         For

1G             ELECTION OF DIRECTOR: LEO F. MULLIN                               Management     For         For

1H             ELECTION OF DIRECTOR: WILLIAM D. PEREZ                            Management     For         For

1I             ELECTION OF DIRECTOR: CHARLES PRINCE                              Management     For         For

1J             ELECTION OF DIRECTOR: DAVID SATCHER                               Management     For         For

1K             ELECTION OF DIRECTOR: WILLIAM C. WELDON                           Management     For         For

02             RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  71
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
03             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
               COMPENSATION                                                      Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE    Management     Abstain     Against
               OFFICER COMPENSATION

05             SHAREHOLDER PROPOSAL ON PHARMACEUTICAL PRICE RESTRAINT            Shareholder    Against     For

06             SHAREHOLDER PROPOSAL ON AMENDMENT TO COMPANY'S EQUAL              Shareholder    Against     For
               EMPLOYMENT OPPORTUNITY POLICY

07             SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR           Shareholder    Against     For
               TRAINING


THE HERSHEY COMPANY


                                                                                             
SECURITY                      427866108                                            MEETING TYPE       Annual
TICKER SYMBOL                 HSY                                                  MEETING DATE       28-Apr-2011
ISIN                          US4278661081                                         AGENDA             933382929 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       P.M. ARWAY                                                               For         For

               2       R.F. CAVANAUGH                                                           For         For

               3       C.A. DAVIS                                                               For         For

               4       J.M. MEAD                                                                For         For

               5       J.E. NEVELS                                                              For         For

               6       A.J. PALMER                                                              For         For

               7       T.J. RIDGE                                                               For         For

               8       D.L. SHEDLARZ                                                            For         For

               9       D.J. WEST                                                                For         For

02             RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR    Management     For         For
               2011.

03             APPROVE, ON A NON-BINDING ADVISORY BASIS, A RESOLUTION            Management     Abstain     Against
               APPROVING EXECUTIVE COMPENSATION.

04             SELECT, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF         Management     Abstain     Against
               STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.

05             APPROVE THE HERSHEY COMPANY AMENDED AND RESTATED EQUITY AND       Management     Against     Against
               INCENTIVE COMPENSATION PLAN.


POPULAR, INC.


                                                                                             
SECURITY                      733174106                                            MEETING TYPE       Annual
TICKER SYMBOL                 BPOP                                                 MEETING DATE       28-Apr-2011
ISIN                          PR7331741061                                         AGENDA             933383135 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MARIA LUISA FERRE                           Management     For         For

1B             ELECTION OF DIRECTOR: C. KIM GOODWIN                              Management     For         For

1C             ELECTION OF DIRECTOR: WILLIAM J. TEUBER                           Management     For         For

02             ADVISORY VOTE REGARDING THE CORPORATION'S EXECUTIVE               Management     Abstain     Against
               COMPENSATION PROGRAM.

03             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               CORPORATION FOR 2011.


LOCKHEED MARTIN CORPORATION


                                                                                             
SECURITY                      539830109                                            MEETING TYPE       Annual
TICKER SYMBOL                 LMT                                                  MEETING DATE       28-Apr-2011
ISIN                          US5398301094                                         AGENDA             933383147 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD                          Management     For         For

1B             ELECTION OF DIRECTOR: ROSALIND G. BREWER                          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: THOMAS J. FALK                              Management     For         For

1F             ELECTION OF DIRECTOR: GWENDOLYN S. KING                           Management     For         For

1G             ELECTION OF DIRECTOR: JAMES M. LOY                                Management     For         For

1H             ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE                     Management     For         For

1I             ELECTION OF DIRECTOR: JOSEPH W. RALSTON                           Management     For         For

1J             ELECTION OF DIRECTOR: ANNE STEVENS                                Management     For         For

1K             ELECTION OF DIRECTOR: ROBERT J. STEVENS                           Management     For         For

02             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS               Management     For         For
               INDEPENDENT AUDITORS

03             MANAGEMENT PROPOSAL ADOPT THE LOCKHEED MARTIN CORPORATION 2011    Management     Against     Against
               INCENTIVE PERFORMANCE AWARD PLAN

04             PROPOSAL TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE           Management     Abstain     Against
               OFFICERS

05             PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE VOTES ON THE          Management     Abstain     Against
               COMPENSATION OF NAMED EXECUTIVE OFFICERS

06             STOCKHOLDER PROPOSAL ALLOW STOCKHOLDERS TO ACT BY WRITTEN         Shareholder    Against     For
               CONSENT IN LIEU OF A MEETING



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  72
The Gabelli Equity Income Fund

TRACTOR SUPPLY COMPANY


                                                                                             
SECURITY                      892356106                                            MEETING TYPE       Annual
TICKER SYMBOL                 TSCO                                                 MEETING DATE       28-Apr-2011
ISIN                          US8923561067                                         AGENDA             933383248 - 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       PETER D. BEWLEY                                                          For         For

               5       JACK C. BINGLEMAN                                                        For         For

               6       RICHARD W. FROST                                                         For         For

               7       CYNTHIA T. JAMISON                                                       For         For

               8       GEORGE MACKENZIE                                                         For         For

               9       EDNA K. MORRIS                                                           For         For

02             AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE THE         Management     For         For
               AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 100,000,000
               TO 200,000,000.

03             SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE         Management     Abstain     Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.


INTERACTIVE BROKERS GROUP, INC.


                                                                                             
SECURITY                      45841N107                                            MEETING TYPE       Annual
TICKER SYMBOL                 IBKR                                                 MEETING DATE       28-Apr-2011
ISIN                          US45841N1072                                         AGENDA             933383806 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: THOMAS PETERFFY                             Management     For         For

1B             ELECTION OF DIRECTOR: EARL H. NEMSER                              Management     For         For

1C             ELECTION OF DIRECTOR: PAUL J. BRODY                               Management     For         For

1D             ELECTION OF DIRECTOR: MILAN GALIK                                 Management     For         For

1E             ELECTION OF DIRECTOR: LAWRENCE E. HARRIS                          Management     For         For

1F             ELECTION OF DIRECTOR: HANS R. STOLL                               Management     For         For

1G             ELECTION OF DIRECTOR: IVERS W. RILEY                              Management     For         For

1H             ELECTION OF DIRECTOR: ROBERT W. TRUDEAU                           Management     For         For

02             APPROVAL TO AMEND THE 2007 STOCK INCENTIVE PLAN.                  Management     Against     Against

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

04             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM OF DELOITTE & TOUCHE LLP.

05             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.


JANUS CAPITAL GROUP INC.


                                                                                             
SECURITY                      47102X105                                            MEETING TYPE       Annual
TICKER SYMBOL                 JNS                                                  MEETING DATE       28-Apr-2011
ISIN                          US47102X1054                                         AGENDA             933384113 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PAUL F. BALSER                              Management     For         For

1B             ELECTION OF DIRECTOR: JEFFREY J. DIERMEIER                        Management     For         For

1C             ELECTION OF DIRECTOR: GLENN S. SCHAFER                            Management     For         For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE JANUS      Management     For         For
               CAPITAL GROUP INC. INDEPENDENT AUDITOR FOR FISCAL YEAR 2011.

03             APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE    Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS (SAY-ON-PAY).

04             RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE FREQUENCY OF THE     Management     Abstain     Against
               ADVISORY SAY-ON-PAY VOTE.


DIRECTV

                                                                                             
SECURITY                      25490A101                                            MEETING TYPE       Annual
TICKER SYMBOL                 DTV                                                  MEETING DATE       28-Apr-2011
ISIN                          US25490A1016                                         AGENDA             933386624 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       DAVID B. DILLON                                                          For         For

               2       SAMUEL A. DIPIAZZA, JR.                                                  For         For

               3       LORRIE M. NORRINGTON                                                     For         For

02             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTANTS.

03             AMEND CERTIFICATE OF INCORPORATION TO MAKE CERTAIN CAPITAL        Management     For         For
               STOCK CHANGES INCLUDING REDUCTION OF AUTHORIZED CLASS B SHARES
               FROM 30,000,000 TO 3,000,000 AND ELIMINATION OF THE CLASS C
               COMMON STOCK.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  73
The Gabelli Equity Income Fund


                                                                                                
04             AMEND CERTIFICATE OF INCORPORATION TO DECLASSIFY
               THE BOARD OF DIRECTORS.                                           Management     For         For

05             AMEND CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY        Management     For         For
               VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS.

06             AMEND CERTIFICATE OF INCORPORATION TO PERMIT A SPECIAL MEETING    Management     For         For
               OF STOCKHOLDERS TO BE CALLED BY 25% OR MORE OF THE
               STOCKHOLDERS IN CERTAIN CIRCUMSTANCES.

07             AMEND CERTIFICATE OF INCORPORATION TO ADOPT DELAWARE AS THE       Management     For         For
               EXCLUSIVE FORUM FOR CERTAIN DISPUTES.

08             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.        Management     Abstain     Against

09             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               COMPENSATION OF NAMED EXECUTIVE OFFICERS.


PFIZER INC.


                                                                                             
SECURITY                      717081103                                            MEETING TYPE       Annual
TICKER SYMBOL                 PFE                                                  MEETING DATE       28-Apr-2011
ISIN                          US7170811035                                         AGENDA             933392196 - 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: W. DON CORNWELL                             Management     For         For

1E             ELECTION OF DIRECTOR: FRANCES D. FERGUSSON                        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: GEORGE A. LORCH                             Management     For         For

1J             ELECTION OF DIRECTOR: JOHN P. MASCOTTE                            Management     For         For

1K             ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON                        Management     For         For

1L             ELECTION OF DIRECTOR: IAN C. READ                                 Management     For         For

1M             ELECTION OF DIRECTOR: STEPHEN W. SANGER                           Management     For         For

02             PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT       Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL           Shareholder    Against     For
               CONTRIBUTIONS

06             SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY INITIATIVES.         Shareholder    Against     For

07             SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL PRICE RESTRAINTS.   Shareholder    Against     For

08             SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.         Shareholder    Against     For

09             SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS.      Shareholder    Against     For

10             SHAREHOLDER PROPOSAL REGARDING ANIMAL RESEARCH                    Shareholder    Against     For


CANADIAN OIL SANDS LIMITED


                                                                                             
SECURITY                      13643E105                                            MEETING TYPE       Annual
TICKER SYMBOL                 COSWF                                                MEETING DATE       28-Apr-2011
ISIN                          CA13643E1051                                         AGENDA             933394203 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       C.E. (CHUCK) SHULTZ                                                      For         For

               2       IAN A. BOURNE                                                            For         For

               3       MARCEL R. COUTU                                                          For         For

               4       GERALD W. GRANDEY                                                        For         For

               5       DONALD J. LOWRY                                                          For         For

               6       JOHN K. READ                                                             For         For

               7       BRANT G. SANGSTER                                                        For         For

               8       WESLEY R. TWISS                                                          For         For

               9       JOHN B. ZAOZIRNY                                                         For         For

02             TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE          Management     For         For
               CORPORATION FOR THE ENSUING YEAR AT A REMUNERATION TO BE FIXED
               BY THE DIRECTORS OF THE CORPORATION.


FIDELITY SOUTHERN CORPORATION


                                                                                             
SECURITY                      316394105                                            MEETING TYPE       Annual
TICKER SYMBOL                 LION                                                 MEETING DATE       28-Apr-2011
ISIN                          US3163941053                                         AGENDA             933397639 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  74
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       JAMES B. MILLER, JR.                                                     For         For

               2       DAVID R. BOCKEL                                                          For         For

               3       WM. MILLARD CHOATE                                                       For         For

               4       DONALD A. HARP, JR.                                                      For         For

               5       KEVIN S. KING                                                            For         For

               6       WILLIAM C. LANKFORD, JR                                                  For         For

               7       H. PALMER PROCTOR, JR.                                                   For         For

               8       W. CLYDE SHEPHERD III                                                    For         For

               9       RANKIN M. SMITH, JR.                                                     For         For

02             TO APPROVE THE AMENDMENT TO THE COMPANY'S EQUITY INCENTIVE        Management     Against     Against
               PLAN.

03             THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management     For         For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

04             ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.            Management     Abstain     Against


EBAY INC.


                                                                                             
SECURITY                      278642103                                            MEETING TYPE       Annual
TICKER SYMBOL                 EBAY                                                 MEETING DATE       28-Apr-2011
ISIN                          US2786421030                                         AGENDA             933401010 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: FRED D. ANDERSON                            Management     For         For

1B             ELECTION OF DIRECTOR: EDWARD W. BARNHOLT                          Management     For         For

1C             ELECTION OF DIRECTOR: SCOTT D. COOK                               Management     For         For

1D             ELECTION OF DIRECTOR: JOHN J. DONAHOE                             Management     For         For

02             ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.    Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

05             STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY STOCKHOLDER          Shareholder    Against     For
               VOTING STANDARDS.


PETROLEO BRASILEIRO S.A. - PETROBRAS


                                                                                             
SECURITY                      71654V408                                            MEETING TYPE       Annual
TICKER SYMBOL                 PBR                                                  MEETING DATE       28-Apr-2011
ISIN                          US71654V4086                                         AGENDA             933430364 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
O1             THE MANAGEMENT REPORT, FINANCIAL STATEMENTS AND FISCAL BOARD'S    Management     For         For
               REPORT OF FISCAL YEAR OF 2010

O2             CAPITAL BUDGET FOR 2011                                           Management     For         For

O3             DISTRIBUTION OF THE INCOME OF YEAR 2010                           Management     For         For

O4             ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS                     Management     For         For

O5             ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS                Management     For         For

O6             ELECTION OF MEMBERS TO THE FISCAL BOARD AND THEIR RESPECTIVE      Management     For         For
               SUBSTITUTES

O7             ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE     Management     For         For
               MEMBERS OF THE FISCAL BOARD

E1             CAPITAL INCREASE                                                  Management     For         For


DAVIDE CAMPARI-MILANO SPA


                                                                                             
SECURITY                      T24091117                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       29-Apr-2011
ISIN                          IT0003849244                                         AGENDA             702874315 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM,       Non-Voting
               THERE WILL BE A-SECOND CALL ON 2 MAY 2011 AT 10:00 CONSEQUENTLY,
               YOUR VOTING INSTRUCTIONS-WILL REMAIN VALID FOR ALL CALLS UNLESS
               THE AGENDA IS AMENDED. THANK YOU.

1              Approval of the balancesheet as of 31 December 2010 and           Management     For         For
               consequential resolutions

2              Approval of stock option plan ex art 114 BIS TUF                  Management     For         For

3              Authorisation to buy and sell own shares                          Management     For         For

4              Presentation of the report on the general politics of the         Management     For         For
               executive directors remuneration

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF        Non-Voting
               TEXT IN RESOLUTION-1 AND CHANGE IN MEETING TYPE. IF YOU HAVE
               ALREADY SENT IN YOUR VOTES, PLEASE D-O NOT RETURN THIS PROXY
               FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT-IONS.
               THANK YOU.


AT&T INC.


                                                                                             
SECURITY                      00206R102                                            MEETING TYPE       Annual
TICKER SYMBOL                 T                                                    MEETING DATE       29-Apr-2011
ISIN                          US00206R1023                                         AGENDA             933378437 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  75
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RANDALL L. STEPHENSON                       Management     For         For

1B             ELECTION OF DIRECTOR: GILBERT F. AMELIO                           Management     For         For

1C             ELECTION OF DIRECTOR: REUBEN V. ANDERSON                          Management     For         For

1D             ELECTION OF DIRECTOR: JAMES H. BLANCHARD                          Management     For         For

1E             ELECTION OF DIRECTOR: JAIME CHICO PARDO                           Management     For         For

1F             ELECTION OF DIRECTOR: JAMES P. KELLY                              Management     For         For

1G             ELECTION OF DIRECTOR: JON C. MADONNA                              Management     For         For

1H             ELECTION OF DIRECTOR: LYNN M. MARTIN                              Management     For         For

1I             ELECTION OF DIRECTOR: JOHN B. MCCOY                               Management     For         For

1J             ELECTION OF DIRECTOR: JOYCE M. ROCHE                              Management     For         For

1K             ELECTION OF DIRECTOR: MATTHEW K. ROSE                             Management     For         For

1L             ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON                        Management     For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.              Management     For         For

03             APPROVE 2011 INCENTIVE PLAN.                                      Management     For         For

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

05             ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION.     Management     Abstain     Against

06             POLITICAL CONTRIBUTIONS.                                          Shareholder    Against     For

07             SPECIAL STOCKHOLDER MEETINGS.                                     Shareholder    Against     For

08             WRITTEN CONSENT.                                                  Shareholder    Against     For


KELLOGG COMPANY


                                                                                             
SECURITY                      487836108                                            MEETING TYPE       Annual
TICKER SYMBOL                 K                                                    MEETING DATE       29-Apr-2011
ISIN                          US4878361082                                         AGENDA             933383109 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       JOHN BRYANT                                                              For         For

               2       ROGELIO REBOLLEDO                                                        For         For

               3       STERLING SPEIRN                                                          For         For

               4       JOHN ZABRISKIE                                                           For         For

02             APPROVAL OF THE KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL           Management     For         For
               INCENTIVE PLAN.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

06             SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, TO     Shareholder    Against     For
               ADOPT SIMPLE MAJORITY VOTE.

07             SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, TO     Shareholder    Against     For
               ENACT A MAJORITY VOTING REQUIREMENT FOR THE ELECTION OF
               DIRECTORS.


ABBOTT LABORATORIES


                                                                                             
SECURITY                      002824100                                            MEETING TYPE       Annual
TICKER SYMBOL                 ABT                                                  MEETING DATE       29-Apr-2011
ISIN                          US0028241000                                         AGENDA             933386319 - 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.J. FARRELL                                                             For         For

               4       H.L. FULLER                                                              For         For

               5       E.M. LIDDY                                                               For         For

               6       P.N. NOVAKOVIC                                                           For         For

               7       W.A. OSBORN                                                              For         For

               8       S.C. SCOTT III                                                           For         For

               9       G.F. TILTON                                                              For         For

               10      M.D. WHITE                                                               For         For

02             RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS.                Management     For         For

03             SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE        Management     Abstain     Against
               COMPENSATION.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF THE         Management     Abstain     Against
               FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL - PHARMACEUTICAL PRICING.                    Shareholder    Against     For


ALLEGHANY CORPORATION


                                                                                             
SECURITY                      017175100                                            MEETING TYPE       Annual
TICKER SYMBOL                 Y                                                    MEETING DATE       29-Apr-2011
ISIN                          US0171751003                                         AGENDA             933389226 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  76
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: REX D. ADAMS                                Management     For         For

1B             ELECTION OF DIRECTOR: WESTON M. HICKS                             Management     For         For

1C             ELECTION OF DIRECTOR: JEFFERSON W. KIRBY                          Management     For         For

02             RATIFICATION OF KPMG LLP AS ALLEGHANY CORPORATION'S               Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               2011.

03             ADVISORY VOTE TO APPROVE THE EXECUTIVE COMPENSATION OF            Management     Abstain     Against
               ALLEGHANY CORPORATION.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY     Management     Abstain     Against
               VOTES ON EXECUTIVE COMPENSATION.


FERRO CORPORATION


                                                                                             
SECURITY                      315405100                                            MEETING TYPE       Annual
TICKER SYMBOL                 FOE                                                  MEETING DATE       29-Apr-2011
ISIN                          US3154051003                                         AGENDA             933404042 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       SANDRA AUSTIN CRAYTON                                                    Withheld    Against

               2       RICHARD J. HIPPLE                                                        Withheld    Against

               3       WILLIAM B. LAWRENCE                                                      Withheld    Against

               4       TIMOTHY K. PISTELL                                                       Withheld    Against

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT.

03             APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION     Management     Abstain     Against
               FOR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
               STATEMENT.

04             RECOMMENDATION, IN A NON-BINDING ADVISORY VOTE, FOR THE           Management     Abstain     Against
               FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.


ABB LTD


                                                                                             
SECURITY                      000375204                                            MEETING TYPE       Annual
TICKER SYMBOL                 ABB                                                  MEETING DATE       29-Apr-2011
ISIN                          US0003752047                                         AGENDA             933411554 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
2A             APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL         Management     For         For
               STATEMENTS, AND THE ANNUAL FINANCIAL STATEMENTS FOR 2010

2B             CONSULTATIVE VOTE ON THE 2010 REMUNERATION REPORT                 Management     For         For

03             DISCHARGE OF THE BOARD OF DIRECTORS AND THE PERSONS ENTRUSTED     Management     For         For
               WITH MANAGEMENT

04             APPROPRIATION OF AVAILABLE EARNINGS AND CONVERSION OF CAPITAL     Management     For         For
               CONTRIBUTION RESERVE

05             CREATION OF ADDITIONAL CONTINGENT SHARE CAPITAL IN CONNECTION     Management     For         For
               WITH EMPLOYEE PARTICIPATION

06             RENEWAL OF AUTHORIZED SHARE CAPITAL                               Management     For         For

7A             RE-ELECTION OF ROGER AGNELLI                                      Management     For         For

7B             RE-ELECTION OF LOUIS R. HUGHES                                    Management     For         For

7C             RE-ELECTION OF HANS ULRICH MAERKI                                 Management     For         For

7D             RE-ELECTION OF MICHEL DE ROSEN                                    Management     For         For

7E             RE-ELECTION OF MICHAEL TRESCHOW                                   Management     For         For

7F             RE-ELECTION OF JACOB WALLENBERG                                   Management     For         For

7G             RE-ELECTION OF HUBERTUS VON GRUNBERG                              Management     For         For

7H             ELECTION OF MS. YING YEH TO THE BOARD OF DIRECTORS                Management     For         For

08             RE-ELECTION OF THE AUDITORS                                       Management     For         For


GRUPO TELEVISA, S.A.B.


                                                                                             
SECURITY                      40049J206                                            MEETING TYPE       Annual
TICKER SYMBOL                 TV                                                   MEETING DATE       29-Apr-2011
ISIN                          US40049J2069                                         AGENDA             933432851 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
I              APPOINTMENT OR RATIFICATION, AS THE CASE MAY BE, OF THE           Management     For         For
               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 FORMALIZE THE           Management     For         For
               RESOLUTIONS ADOPTED AT THIS MEETING.


SWEDISH MATCH AB, STOCKHOLM


                                                                                             
SECURITY                      W92277115                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       02-May-2011
ISIN                          SE0000310336                                         AGENDA             702874353 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  77
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN
               ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU                  Non-Voting

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
               BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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

CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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              Opening of the Meeting and election of the Chairman of the        Non-Voting
               Meeting: Sven-Unger

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 convened       Non-Voting

5              Approval of the Agenda                                            Non-Voting

6              Presentation of the Annual Report and the Auditors' Report,       Non-Voting
               the Consolidated-Financial Statements and the Auditors' Report
               on the Consolidated Financial-Statements for 2010, the Auditors'
               Statement regarding compliance with the-principles for
               determination of remuneration to senior executives as well
               as-the Board of Directors' motion regarding the allocation
               of profit and- explanatory statements. In connection therewith,
               the President's address and-the report regarding the work of the
               Board of Directors and the work and-function of the Audit
               Committee

7              Adoption of the Income Statement and Balance Sheet and of the     Management     No Action
               Consolidated Income Statement and Consolidated Balance Sheet

8              Resolution in respect of allocation of the Company's profit in    Management     No Action
               accordance with the adopted Balance Sheet and resolution on
               record day for dividend

9              Resolution regarding discharge from liability for the Board       Management     No Action
               members and the President

10a            Resolution regarding the reduction of the share capital by way    Management     No Action
               of a recall of repurchased shares, and the transfer of the
               reduced amount to a fund for use in repurchasing the Company's
               own shares; and

10b            Resolution regarding a bonus issue                                Management     No Action

11             Resolution regarding the authorization of the Board of            Management     No Action
               Directors to decide on the acquisition of shares in the Company

12             Adoption of principles for determination of remuneration          Management     No Action
               payable to senior executives. In connection therewith the
               report regarding the work and function of the Compensation
               Committee

13             Determination of the number of Board members to be elected by     Management     No Action
               the Meeting: The Board of Directors shall comprise six members
               elected by the Annual General Meeting and no Deputies

14             Determination of the remuneration to be paid to the Board of      Management     No Action
               Directors

15             Election of members of the Board, the Chairman of the Board       Management     No Action
               and the Deputy Chairman of the Board: The following Board
               members are proposed for re-election: Andrew Cripps, Karen
               Guerra, Conny Karlsson, and Meg Tiveus. The Nominating
               Committee proposes the election of Robert F. Sharpe and Joakim
               Westh as new members of the Board. Conny Karlsson is proposed
               to be re- elected as Chairman of the Board and Andrew Cripps
               is proposed be re-elected as Deputy Chairman of the Board

16             Resolution regarding the procedure for appointing members to      Management     No Action
               the Nominating Committee and the matter of remuneration for
               the Nominating Committee, if any

17             Adoption of Instructions for Swedish Match AB's Nominating        Management     No Action
               Committee


ZIMMER HOLDINGS, INC.


                                                                                             
SECURITY                      98956P102                                            MEETING TYPE       Annual
TICKER SYMBOL                 ZMH                                                  MEETING DATE       02-May-2011
ISIN                          US98956P1021                                         AGENDA             933381915 - 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: LARRY C. GLASSCOCK                          Management     For         For

1E             ELECTION OF DIRECTOR: ROBERT A. HAGEMANN                          Management     For         For

1F             ELECTION OF DIRECTOR: ARTHUR J. HIGGINS                           Management     For         For

1G             ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK                          Management     For         For

1H             ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.                     Management     For         For

02             NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION               Management     Abstain     Against
               ("SAY-ON-PAY")
03             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES    Management     Abstain     Against

04             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM FOR 2011


MOTOROLA SOLUTIONS, INC.


                                                                                             
SECURITY                      620076307                                            MEETING TYPE       Annual
TICKER SYMBOL                 MSI                                                  MEETING DATE       02-May-2011
ISIN                          US6200763075                                         AGENDA             933386852 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  78
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: GREGORY Q. BROWN                            Management     For         For

1B             ELECTION OF DIRECTOR: WILLIAM J. BRATTON                          Management     For         For

1C             ELECTION OF DIRECTOR: DAVID W. DORMAN                             Management     For         For

1D             ELECTION OF DIRECTOR: MICHAEL V. HAYDEN                           Management     For         For

1E             ELECTION OF DIRECTOR: VINCENT J. INTRIERI                         Management     For         For

1F             ELECTION OF DIRECTOR: JUDY C. LEWENT                              Management     For         For

1G             ELECTION OF DIRECTOR: SAMUEL C. SCOTT III                         Management     For         For

1H             ELECTION OF DIRECTOR: JOHN A. WHITE                               Management     For         For

02             ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.        Management     Abstain     Against

03             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF ADVISORY         Management     Abstain     Against
               VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

04             REAPPROVAL OF MATERIAL TERMS FOR PERFORMANCE- BASED AWARDS        Management     For         For
               UNDER THE MOTOROLA SOLUTIONS OMNIBUS INCENTIVE PLAN OF 2006.

05             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

06             SHAREHOLDER PROPOSAL RE: HUMAN RIGHTS POLICY.                     Shareholder    Against     For


THE BOEING COMPANY


                                                                                             
SECURITY                      097023105                                            MEETING TYPE       Annual
TICKER SYMBOL                 BA                                                   MEETING DATE       02-May-2011
ISIN                          US0970231058                                         AGENDA             933387397 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOHN E. BRYSON                              Management     For         For

1B             ELECTION OF DIRECTOR: DAVID L. CALHOUN                            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: KENNETH M. DUBERSTEIN                       Management     For         For

1F             ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR.                 Management     For         For

1G             ELECTION OF DIRECTOR: EDWARD M. LIDDY                             Management     For         For

1H             ELECTION OF DIRECTOR: JOHN F. MCDONNELL                           Management     For         For

1I             ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.                      Management     For         For

1J             ELECTION OF DIRECTOR: SUSAN C. SCHWAB                             Management     For         For

1K             ELECTION OF DIRECTOR: RONALD A. WILLIAMS                          Management     For         For

1L             ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI                          Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             RECOMMEND THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               INDEPENDENT AUDITOR FOR 2011.

05             INDEPENDENT MONITORING OF THE HUMAN RIGHTS CODE.                  Shareholder    Against     For

06             REPORT ON POLITICAL ACTIVITY.                                     Shareholder    Against     For

07             ACTION BY WRITTEN CONSENT.                                        Shareholder    Against     For

08             CHANGE OWNERSHIP THRESHOLD TO CALL SPECIAL MEETINGS.              Shareholder    Against     For

09             INDEPENDENT CHAIRMAN.                                             Shareholder    Against     For


AMERICAN EXPRESS COMPANY


                                                                                             
SECURITY                      025816109                                            MEETING TYPE       Annual
TICKER SYMBOL                 AXP                                                  MEETING DATE       02-May-2011
ISIN                          US0258161092                                         AGENDA             933388995 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       D.F. AKERSON                                                             For         For

               2       C. BARSHEFSKY                                                            For         For

               3       U.M. BURNS                                                               For         For

               4       K.I. CHENAULT                                                            For         For

               5       P. CHERNIN                                                               For         For

               6       T.J. LEONSIS                                                             For         For

               7       J. LESCHLY                                                               For         For

               8       R.C. LEVIN                                                               For         For

               9       R.A. MCGINN                                                              For         For

               10      E.D. MILLER                                                              For         For

               11      S.S REINEMUND                                                            For         For

               12      R.D. WALTER                                                              For         For

               13      R.A. WILLIAMS                                                            For         For

02             RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS      Management     For         For
               OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY EXECUTIVE COMPENSATION     Management     Abstain     Against
               VOTE.

05             SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING FOR            Shareholder    Against     For
               DIRECTORS.

06             SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF SPECIAL           Shareholder    Against     For
               SHAREHOLDER MEETINGS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  79
The Gabelli Equity Income Fund

COOPER INDUSTRIES PLC


                                                                                             
SECURITY                      G24140108                                            MEETING TYPE       Annual
TICKER SYMBOL                 CBE                                                  MEETING DATE       02-May-2011
ISIN                          IE00B40K9117                                         AGENDA             933389531 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: LINDA A. HILL                               Management     For         For

1B             ELECTION OF DIRECTOR: JAMES J. POSTL                              Management     For         For

1C             ELECTION OF DIRECTOR: MARK S. THOMPSON                            Management     For         For

02             TO RECEIVE AND CONSIDER THE COMPANY'S IRISH STATUTORY ACCOUNTS    Management     For         For
               AND THE RELATED REPORTS OF THE DIRECTORS AND AUDITORS

03             APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE     Management     For         For
               YEAR ENDING 12/31/2011

04             TO APPROVE THE 2011 OMNIBUS INCENTIVE COMPENSATION PLAN           Management     Against     Against

05             TO APPROVE ON AN ADVISORY BASIS, THE COMPENSATION OF THE          Management     Abstain     Against
               COMPANY'S NAMED EXECUTIVE OFFICERS

06             TO RECOMMEND ON AN ADVISORY BASIS THE FREQUENCY OF THE            Management     Abstain     Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION

07             TO AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET         Management     For         For
               PURCHASES OF COMPANY SHARES

08             TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY SHARES           Management     For         For


DISH NETWORK CORPORATION


                                                                                             
SECURITY                      25470M109                                            MEETING TYPE       Annual
TICKER SYMBOL                 DISH                                                 MEETING DATE       02-May-2011
ISIN                          US25470M1099                                         AGENDA             933390192 - 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 INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management     Abstain     Against

04             THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             THE SHAREHOLDER PROPOSAL REGARDING DISH NETWORK CORPORATION'S     Shareholder    Against     For
               DUAL CLASS CAPITAL STRUCTURE.

06             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE       Management     For         For
               THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.


TOOTSIE ROLL INDUSTRIES, INC.


                                                                                             
SECURITY                      890516107                                            MEETING TYPE       Annual
TICKER SYMBOL                 TR                                                   MEETING DATE       02-May-2011
ISIN                          US8905161076                                         AGENDA             933393984 - 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 PRICEWATERHOUSECOOPERS LLP AS THE       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR 2011.

03             APPROVAL OF NON-BINDING RESOLUTION REGARDING EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

04             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION          Management     Abstain     Against
               ADVISORY VOTES.


TRINITY INDUSTRIES, INC.


                                                                                             
SECURITY                      896522109                                            MEETING TYPE       Annual
TICKER SYMBOL                 TRN                                                  MEETING DATE       02-May-2011
ISIN                          US8965221091                                         AGENDA             933400501 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  80
The Gabelli Equity Income Fund



                                                                                                            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       ADRIAN LAJOUS                                                            For         For

               8       CHARLES W. MATTHEWS                                                      For         For

               9       DIANA S. NATALICIO                                                       For         For

               10      DOUGLAS L. ROCK                                                          For         For

               11      TIMOTHY R. WALLACE                                                       For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE     Management     Abstain     Against
               COMPENSATION.

04             TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP AS               Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
               ENDING DECEMBER 31, 2011.


BAXTER INTERNATIONAL INC.


                                                                                             
SECURITY                      071813109                                            MEETING TYPE       Annual
TICKER SYMBOL                 BAX                                                  MEETING DATE       03-May-2011
ISIN                          US0718131099                                         AGENDA             933381054 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: WAYNE T. HOCKMEYER                          Management     For         For

1B             ELECTION OF DIRECTOR: ROBERT L. PARKINSON, JR.                    Management     For         For

1C             ELECTION OF DIRECTOR: THOMAS T. STALLKAMP                         Management     For         For

1D             ELECTION OF DIRECTOR: ALBERT P.L. STROUCKEN                       Management     For         For

02             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION          Management     Abstain     Against
               ADVISORY VOTES

05             APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN                          Management     For         For

06             APPROVAL OF 2011 INCENTIVE PLAN                                   Management     Against     Against

07             PROPOSAL TO AMEND ARTICLE SIXTH TO ELIMINATE THE CLASSIFIED       Management     For         For
               BOARD AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS


INTERNATIONAL FLAVORS & FRAGRANCES INC.


                                                                                             
SECURITY                      459506101                                            MEETING TYPE       Annual
TICKER SYMBOL                 IFF                                                  MEETING DATE       03-May-2011
ISIN                          US4595061015                                         AGENDA             933383008 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MARGARET HAYES ADAME                        Management     For         For

1B             ELECTION OF DIRECTOR: MARCELLO BOTTOLI                            Management     For         For

1C             ELECTION OF DIRECTOR: LINDA B. BUCK                               Management     For         For

1D             ELECTION OF DIRECTOR: J. MICHAEL COOK                             Management     For         For

1E             ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR.                      Management     For         For

1F             ELECTION OF DIRECTOR: ANDREAS FIBIG                               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: DALE F. MORRISON                            Management     For         For

1L             ELECTION OF DIRECTOR: DOUGLAS D. TOUGH                            Management     For         For

02             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE      Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2011.

03             ADVISORY VOTE ON THE COMPENSATION PAID TO THE COMPANY'S           Management     Abstain     Against
               EXECUTIVE OFFICERS IN 2010.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE                Management     Abstain     Against
               COMPENSATION VOTES.


GREAT PLAINS ENERGY INCORPORATED


                                                                                             
SECURITY                      391164100                                            MEETING TYPE       Annual
TICKER SYMBOL                 GXP                                                  MEETING DATE       03-May-2011
ISIN                          US3911641005                                         AGENDA             933384810 - 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



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  81
The Gabelli Equity Income Fund


                                                                                                
               8       J.J. SHERMAN                                                             For         For

               9       L.H. TALBOTT                                                             For         For

               10      R.H. WEST                                                                For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF THE           Management     Abstain     Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.

04             APPROVAL OF THE AMENDED LONG-TERM INCENTIVE PLAN.                 Management     For         For

05             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE       Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.


AGL RESOURCES INC.


                                                                                             
SECURITY                      001204106                                            MEETING TYPE       Annual
TICKER SYMBOL                 AGL                                                  MEETING DATE       03-May-2011
ISIN                          US0012041069                                         AGENDA             933385468 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       SANDRA N. BANE                                                           For         For

               2       THOMAS D. BELL, JR.                                                      For         For

               3       ARTHUR E. JOHNSON                                                        For         For

               4       DEAN R. O'HARE                                                           For         For

               5       JAMES A. RUBRIGHT                                                        For         For

               6       JOHN W. SOMERHALDER II                                                   For         For

               7       BETTINA M. WHYTE                                                         For         For

02             THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management     For         For
               LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               2011.

03             THE ADOPTION OF AN AMENDMENT AND RESTATEMENT OF OUR 2007          Management     For         For
               OMNIBUS PERFORMANCE INCENTIVE PLAN.

04             THE ADOPTION OF AN AMENDMENT AND RESTATEMENT OF OUR AMENDED       Management     For         For
               AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.

05             THE APPROVAL OF A NON-BINDING RESOLUTION TO APPROVE THE           Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

06             THE APPROVAL OF A NON-BINDING RESOLUTION TO DETERMINE THE         Management     Abstain     Against
               FREQUENCY (ANNUAL, BIENNIAL OR TRIENNIAL) OF THE ADVISORY VOTE
               ON EXECUTIVE COMPENSATION.


ARGO GROUP INTERNATIONAL HOLDINGS, LTD.


                                                                                             
SECURITY                      G0464B107                                            MEETING TYPE       Annual
TICKER SYMBOL                 AGII                                                 MEETING DATE       03-May-2011
ISIN                          BMG0464B1072                                         AGENDA             933386218 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       H. BERRY CASH                                                            For         For

               2       JOHN R. POWER, JR.                                                       For         For

               3       MARK E. WATSON III                                                       For         For

02             TO VOTE ON A PROPOSAL TO APPROVE, ON AN ADVISORY, NON-BINDING     Management     Abstain     Against
               BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

03             TO VOTE ON A PROPOSAL TO SELECT, ON AN ADVISORY, NON-BINDING      Management     Abstain     Against
               BASIS, THE FREQUENCY OF THE SHAREHOLDER VOTE ON THE
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICER.

04             TO CONSIDER AND APPROVE THE RECOMMENDATION OF THE AUDIT           Management     For         For
               COMMITTEE OF OUR BOARD OF DIRECTORS THAT ERNST & YOUNG LLP BE
               APPOINTED AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011 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       03-May-2011
ISIN                          US1101221083                                         AGENDA             933386701 - 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: E. SIGAL, M.D., PH.D.                       Management     For         For

1K             ELECTION OF DIRECTOR: T.D. WEST, JR.                              Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  82
The Gabelli Equity Income Fund


                                                                                                
1L             ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D.                         Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTING FIRM

03             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE          Management     Abstain     Against
               OFFICERS

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE        Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

05             EXECUTIVE COMPENSATION DISCLOSURE                                 Shareholder    Against     For

06             SHAREHOLDER ACTION BY WRITTEN CONSENT                             Shareholder    Against     For

07             PHARMACEUTICAL PRICE RESTRAINT                                    Shareholder    Against     For


PEABODY ENERGY CORPORATION


                                                                                             
SECURITY                      704549104                                            MEETING TYPE       Annual
TICKER SYMBOL                 BTU                                                  MEETING DATE       03-May-2011
ISIN                          US7045491047                                         AGENDA             933388692 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       GREGORY H. BOYCE                                                         For         For

               2       WILLIAM A. COLEY                                                         For         For

               3       WILLIAM E. JAMES                                                         For         For

               4       ROBERT B. KARN III                                                       For         For

               5       M. FRANCES KEETH                                                         For         For

               6       HENRY E. LENTZ                                                           For         For

               7       ROBERT A. MALONE                                                         For         For

               8       WILLIAM C. RUSNACK                                                       For         For

               9       JOHN F. TURNER                                                           For         For

               10      SANDRA A. VAN TREASE                                                     For         For

               11      ALAN H. WASHKOWITZ                                                       For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             APPROVAL OF PEABODY'S 2011 LONG-TERM EQUITY INCENTIVE PLAN.       Management     For         For


THE DUN & BRADSTREET CORPORATION


                                                                                             
SECURITY                      26483E100                                            MEETING TYPE       Annual
TICKER SYMBOL                 DNB                                                  MEETING DATE       03-May-2011
ISIN                          US26483E1001                                         AGENDA             933388731 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: NAOMI O. SELIGMAN                           Management     For         For

1B             ELECTION OF DIRECTOR: MICHAEL J. WINKLER                          Management     For         For

02             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             RE-APPROVE THE DUN & BRADSTREET CORPORATION COVERED EMPLOYEE      Management     For         For
               INCENTIVE PLAN, AS AMENDED.

04             APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION (SAY ON      Management     Abstain     Against
               PAY).

05             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

06             APPROVE AMENDMENTS TO THE RESTATED CERTIFICATE OF                 Management     For         For
               INCORPORATION TO REDUCE THE SUPERMAJORITY VOTING REQUIREMENTS
               TO A SIMPLE MAJORITY VOTE.

07             APPROVE AMENDMENTS TO THE RESTATED CERTIFICATE OF                 Management     For         For
               INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS.


WELLS FARGO & COMPANY


                                                                                             
SECURITY                      949746101                                            MEETING TYPE       Annual
TICKER SYMBOL                 WFC                                                  MEETING DATE       03-May-2011
ISIN                          US9497461015                                         AGENDA             933389151 - 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: MACKEY J. MCDONALD                          Management     For         For

1H             ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                         Management     For         For

1I             ELECTION OF DIRECTOR: NICHOLAS G. MOORE                           Management     For         For

1J             ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                           Management     For         For

1K             ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                           Management     For         For

1L             ELECTION OF DIRECTOR: STEPHEN W. SANGER                           Management     For         For

1M             ELECTION OF DIRECTOR: JOHN G. STUMPF                              Management     For         For

1N             ELECTION OF DIRECTOR: SUSAN G. SWENSON                            Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  83
The Gabelli Equity Income Fund


                                                                                                
02             PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO
               APPROVE THE NAMED EXECUTIVES' COMPENSATION.                       Management     Abstain     Against

03             ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES       Management     Abstain     Against
               REGARDING NAMED EXECUTIVES' COMPENSATION.

04             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT     Management     For         For
               AUDITORS FOR 2011.

05             STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT TO THE COMPANY'S      Shareholder    Against     For
               BY-LAWS TO ALLOW HOLDERS OF 10% OF THE COMPANY'S COMMON STOCK
               TO CALL SPECIAL MEETINGS OF STOCKHOLDERS.

06             STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN          Shareholder    Against     For
               CONTESTED DIRECTOR ELECTIONS.

07             STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO        Shareholder    Against     For
               REQUIRE AN INDEPENDENT CHAIRMAN.

08             STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON DIRECTOR       Shareholder    Against     For
               COMPENSATION.

09             STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND REPORT ON     Shareholder    Against     For
               INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS.


CINCINNATI BELL INC.


                                                                                             
SECURITY                      171871106                                            MEETING TYPE       Annual
TICKER SYMBOL                 CBB                                                  MEETING DATE       03-May-2011
ISIN                          US1718711062                                         AGENDA             933389264 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PHILLIP R. COX                              Management     For         For

1B             ELECTION OF DIRECTOR: BRUCE L. BYRNES                             Management     For         For

1C             ELECTION OF DIRECTOR: JOHN F. CASSIDY                             Management     For         For

1D             ELECTION OF DIRECTOR: JAKKI L. HAUSSLER                           Management     For         For

1E             ELECTION OF DIRECTOR: CRAIG F. MAIER                              Management     For         For

1F             ELECTION OF DIRECTOR: ALEX SHUMATE                                Management     For         For

1G             ELECTION OF DIRECTOR: LYNN A. WENTWORTH                           Management     For         For

1H             ELECTION OF DIRECTOR: JOHN M. ZRNO                                Management     For         For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

05             TO APPROVE THE CINCINNATI BELL INC. 2011 SHORT-TERM INCENTIVE     Management     For         For
               PLAN.


CINCINNATI BELL INC.


                                                                                             
SECURITY                      171871403                                            MEETING TYPE       Annual
TICKER SYMBOL                 CBBPRB                                               MEETING DATE       03-May-2011
ISIN                          US1718714033                                         AGENDA             933389264 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PHILLIP R. COX                              Management     For         For

1B             ELECTION OF DIRECTOR: BRUCE L. BYRNES                             Management     For         For

1C             ELECTION OF DIRECTOR: JOHN F. CASSIDY                             Management     For         For

1D             ELECTION OF DIRECTOR: JAKKI L. HAUSSLER                           Management     For         For

1E             ELECTION OF DIRECTOR: CRAIG F. MAIER                              Management     For         For

1F             ELECTION OF DIRECTOR: ALEX SHUMATE                                Management     For         For

1G             ELECTION OF DIRECTOR: LYNN A. WENTWORTH                           Management     For         For

1H             ELECTION OF DIRECTOR: JOHN M. ZRNO                                Management     For         For

02             RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT    Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

05             TO APPROVE THE CINCINNATI BELL INC. 2011 SHORT-TERM INCENTIVE     Management     For         For
               PLAN.


O'REILLY AUTOMOTIVE, INC.


                                                                                             
SECURITY                      67103H107                                            MEETING TYPE       Annual
TICKER SYMBOL                 ORLY                                                 MEETING DATE       03-May-2011
ISIN                          US67103H1077                                         AGENDA             933389620 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DAVID E. O'REILLY                           Management     For         For

1B             ELECTION OF DIRECTOR: JAY D. BURCHFIELD                           Management     For         For

1C             ELECTION OF DIRECTOR: PAUL R. LEDERER                             Management     For         For

02             ADVISORY VOTE ON APPROVAL OF COMPENSATION OF EXECUTIVES.          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY ON PAY VOTES.        Management     Abstain     Against

04             RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP, AS             Management     For         For
               INDEPENDENT AUDITORS FOR FISCAL 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  84
The Gabelli Equity Income Fund

ECHOSTAR CORPORATION


                                                                                             
SECURITY                      278768106                                            MEETING TYPE       Annual
TICKER SYMBOL                 SATS                                                 MEETING DATE       03-May-2011
ISIN                          US2787681061                                         AGENDA             933390205 - 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 INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.                      Management     Abstain     Against

04             THE ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE       Management     For         For
               THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.


CAMERON INTERNATIONAL CORPORATION


                                                                                             
SECURITY                      13342B105                                            MEETING TYPE       Annual
TICKER SYMBOL                 CAM                                                  MEETING DATE       03-May-2011
ISIN                          US13342B1052                                         AGENDA             933393047 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PETER J. FLUOR                              Management     For         For

1B             ELECTION OF DIRECTOR: JACK B. MOORE                               Management     For         For

1C             ELECTION OF DIRECTOR: DAVID ROSS                                  Management     For         For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE             Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2011.

03             TO APPROVE THE COMPANY'S 2011 MANAGEMENT INCENTIVE                Management     For         For
               COMPENSATION PLAN.

04             TO APPROVE AN AMENDMENT TO THE COMPANY'S 2005 EQUITY INCENTIVE    Management     For         For
               PLAN TO CHANGE THE OPTION TERM FROM SEVEN TO TEN YEARS.

05             TO CONDUCT AN ADVISORY VOTE ON THE COMPANY'S 2010 EXECUTIVE       Management     Abstain     Against
               COMPENSATION.

06             TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE            Management     Abstain     Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


SUNCOR ENERGY INC.


                                                                                             
SECURITY                      867224107                                            MEETING TYPE       Annual
TICKER SYMBOL                 SU                                                   MEETING DATE       03-May-2011
ISIN                          CA8672241079                                         AGENDA             933394164 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       MEL E. BENSON                                                            For         For

               2       DOMINIC D'ALESSANDRO                                                     For         For

               3       JOHN T. FERGUSON                                                         For         For

               4       W. DOUGLAS FORD                                                          For         For

               5       RICHARD L. GEORGE                                                        For         For

               6       PAUL HASELDONCKX                                                         For         For

               7       JOHN R. HUFF                                                             For         For

               8       JACQUES LAMARRE                                                          For         For

               9       BRIAN F. MACNEILL                                                        For         For

               10      MAUREEN MCCAW                                                            For         For

               11      MICHAEL W. O'BRIEN                                                       For         For

               12      JAMES W. SIMPSON                                                         For         For

               13      EIRA THOMAS                                                              For         For

02             RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF        Management     For         For
               SUNCOR ENERGY INC. FOR THE ENSUING YEAR AND AUTHORIZE THE
               DIRECTORS TO FIX THEIR REMUNERATION AS SUCH.

03             TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN     Management     For         For
               THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.


SEARS HOLDINGS CORPORATION


                                                                                             
SECURITY                      812350106                                            MEETING TYPE       Annual
TICKER SYMBOL                 SHLD                                                 MEETING DATE       03-May-2011
ISIN                          US8123501061                                         AGENDA             933419423 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  85
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       LOUIS J. D'AMBROSIO                                                      For         For

               2       WILLIAM C. KUNKLER, III                                                  For         For

               3       EDWARD S. LAMPERT                                                        For         For

               4       STEVEN T. MNUCHIN                                                        For         For

               5       ANN N. REESE                                                             For         For

               6       EMILY SCOTT                                                              For         For

               7       THOMAS J. TISCH                                                          For         For

02             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE          Management     Abstain     Against
               OFFICERS.

03             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTE ON THE            Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE &       Management     For         For
               TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR FISCAL YEAR 2011.

05             STOCKHOLDER PROPOSAL TO REQUIRE DISCLOSURE REGARDING CORPORATE    Shareholder    Against     For
               POLITICAL CONTRIBUTIONS.


TECO ENERGY, INC.


                                                                                             
SECURITY                      872375100                                            MEETING TYPE       Annual
TICKER SYMBOL                 TE                                                   MEETING DATE       04-May-2011
ISIN                          US8723751009                                         AGENDA             933377699 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DUBOSE AUSLEY                               Management     For         For

1B             ELECTION OF DIRECTOR: JAMES L. FERMAN, JR.                        Management     For         For

1C             ELECTION OF DIRECTOR: PAUL L. WHITING                             Management     For         For

02             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS    Management     For         For
               OUR INDEPENDENT AUDITOR FOR 2011.

03             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY").        Management     Abstain     Against

04             AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY ON PAY VOTES.     Management     Abstain     Against

05             AMENDMENT OF THE COMPANY'S EQUAL EMPLOYMENT OPPORTUNITY POLICY.   Shareholder    Against     For

06             DECLASSIFY THE BOARD OF DIRECTORS.                                Shareholder    Against     For


THOMAS & BETTS CORPORATION


                                                                                             
SECURITY                      884315102                                            MEETING TYPE       Annual
TICKER SYMBOL                 TNB                                                  MEETING DATE       04-May-2011
ISIN                          US8843151023                                         AGENDA             933381890 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       M.L. DUCKER                                                              For         For

               2       J.K. HAUSWALD                                                            For         For

               3       D. JERNIGAN                                                              For         For

               4       R.B. KALICH, SR.                                                         For         For

               5       K.R. MASTERSON                                                           For         For

               6       D.J. PILEGGI                                                             For         For

               7       J.P. RICHARD                                                             For         For

               8       R.H. RIVERS                                                              For         For

               9       K.L. ROBERG                                                              For         For

               10      D.D. STEVENS                                                             For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM.

03             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED          Management     Abstain     Against
               EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT
               PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE
               SECURITIES AND EXCHANGE COMMISSION.

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE        Management     Abstain     Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.


HESS CORPORATION


                                                                                             
SECURITY                      42809H107                                            MEETING TYPE       Annual
TICKER SYMBOL                 HES                                                  MEETING DATE       04-May-2011
ISIN                          US42809H1077                                         AGENDA             933389428 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: E.E. HOLIDAY                                Management     For         For

1B             ELECTION OF DIRECTOR: J.H. MULLIN                                 Management     For         For

1C             ELECTION OF DIRECTOR: F.B. WALKER                                 Management     For         For

1D             ELECTION OF DIRECTOR: R.N. WILSON                                 Management     For         For

02             APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management     Abstain     Against

03             APPROVAL OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION    Management     Abstain     Against
               EVERY ONE, TWO OR THREE YEARS, AS INDICATED.

04             RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS             Management     For         For
               INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2011.

05             APPROVAL OF THE PERFORMANCE INCENTIVE PLAN FOR
               SENIOR OFFICERS, AS AMENDED.                                      Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  86
The Gabelli Equity Income Fund

GENON ENERGY, INC.


                                                                                             
SECURITY                      37244E107                                            MEETING TYPE       Annual
TICKER SYMBOL                 GEN                                                  MEETING DATE       04-May-2011
ISIN                          US37244E1073                                         AGENDA             933391360 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: E. WILLIAM BARNETT                          Management     For         For

1B             ELECTION OF DIRECTOR: TERRY G. DALLAS                             Management     For         For

1C             ELECTION OF DIRECTOR: MARK M. JACOBS                              Management     For         For

1D             ELECTION OF DIRECTOR: THOMAS H. JOHNSON                           Management     For         For

1E             ELECTION OF DIRECTOR: STEVEN L. MILLER                            Management     For         For

1F             ELECTION OF DIRECTOR: EDWARD R. MULLER                            Management     For         For

1G             ELECTION OF DIRECTOR: ROBERT C. MURRAY                            Management     For         For

1H             ELECTION OF DIRECTOR: LAREE E. PEREZ                              Management     For         For

1I             ELECTION OF DIRECTOR: EVAN J. SILVERSTEIN                         Management     For         For

1J             ELECTION OF DIRECTOR: WILLIAM L. THACKER                          Management     For         For

02             RATIFY THE AUDIT COMMITTEE'S SELECTION OF KPMG LLP AS OUR         Management     For         For
               INDEPENDENT AUDITORS FOR FISCAL YEAR 2011.

03             ADOPT AN AMENDMENT TO OUR THIRD RESTATED CERTIFICATE OF           Management     Against     Against
               INCORPORATION TO HELP PROTECT THE TAX BENEFITS OF OUR NET
               OPERATING LOSSES.

04             APPROVE THE STOCKHOLDER RIGHTS PLAN, ADOPTED BY THE BOARD ON      Management     Against     Against
               JANUARY 15, 2001, AS AMENDED NOVEMBER 23, 2010.

05             APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED      Management     Abstain     Against
               EXECUTIVE OFFICERS.

06             DETERMINE, ON AN ADVISORY BASIS, THE FREQUENCY OF CONDUCTING      Management     Abstain     Against
               FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

07             CONSIDER A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE     Shareholder    Against     For
               MEETING, DESCRIBED IN THE PROXY MATERIALS.


PEPSICO, INC.


                                                                                             
SECURITY                      713448108                                            MEETING TYPE       Annual
TICKER SYMBOL                 PEP                                                  MEETING DATE       04-May-2011
ISIN                          US7134481081                                         AGENDA             933392069 - 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

02             APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION.         Management     Abstain     Against

03             RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE        Management     Abstain     Against
               COMPENSATION VOTES.

04             APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR         Management     For         For
               FISCAL YEAR 2011.

05             APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO             Management     For         For
               IMPLEMENT MAJORITY VOTING FOR DIRECTORS IN UNCONTESTED
               ELECTIONS.

06             SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL SHAREHOLDER          Shareholder    Against     For
               MEETINGS. (PROXY STATEMENT P.63)

07             SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS REPORT (PROXY      Shareholder    Against     For
               STATEMENT P.65)


TALISMAN ENERGY INC.


                                                                                             
SECURITY                      87425E103                                            MEETING TYPE       Annual
TICKER SYMBOL                 TLM                                                  MEETING DATE       04-May-2011
ISIN                          CA87425E1034                                         AGENDA             933392730 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       CHRISTIANE BERGEVIN                                                      For         For

               2       DONALD J. CARTY                                                          For         For

               3       WILLIAM R.P. DALTON                                                      For         For

               4       KEVIN S. DUNNE                                                           For         For

               5       HAROLD N. KVISLE                                                         For         For

               6       JOHN A. MANZONI                                                          For         For

               7       LISA A. STEWART                                                          For         For

               8       PETER W. TOMSETT                                                         For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  87
The Gabelli Equity Income Fund


                                                                                                
               9       CHARLES R. WILLIAMSON                                                    For         For

               10      CHARLES M. WINOGRAD                                                      For         For

02             APPOINTMENT OF ERNST & YOUNG, LLP, CHARTERED ACCOUNTANTS, AS      Management     For         For
               AUDITOR OF THE COMPANY FOR THE ENSUING YEAR.

03             A RESOLUTION APPROVING THE AMENDMENT AND RESTATEMENT OF THE       Management     Against     Against
               COMPANY'S SHAREHOLDER RIGHTS PLAN. PLEASE READ THE RESOLUTION
               IN FULL IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
04             A RESOLUTION ACCEPTING THE COMPANY'S APPROACH TO EXECUTIVE        Management     For         For

               COMPENSATION. PLEASE READ THE RESOLUTION IN FULL IN THE
               ACCOMPANYING MANAGEMENT PROXY CIRCULAR.


SOUTHERN UNION COMPANY


                                                                                             
SECURITY                      844030106                                            MEETING TYPE       Annual
TICKER SYMBOL                 SUG                                                  MEETING DATE       04-May-2011
ISIN                          US8440301062                                         AGENDA             933400842 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       GEORGE L. LINDEMANN                                                      For         For

               2       ERIC D. HERSCHMANN                                                       For         For

               3       DAVID BRODSKY                                                            For         For

               4       FRANK W. DENIUS                                                          For         For

               5       KURT A. GITTER, M.D.                                                     For         For

               6       HERBERT H. JACOBI                                                        For         For

               7       THOMAS N. MCCARTER, III                                                  For         For

               8       GEORGE ROUNTREE, III                                                     For         For

               9       ALLAN D. SCHERER                                                         For         For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS        Management     For         For
               SOUTHERN UNION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR THE YEAR ENDING DECEMBER 31, 2011.

03             TO ADOPT AN ADVISORY, NONBINDING RESOLUTION APPROVING THE         Management     For         For
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             TO SELECT ON AN ADVISORY, NONBINDING BASIS, THE FREQUENCY OF      Management     Abstain     Against
               THE STOCKHOLDER VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.

05             TO APPROVE A STOCKHOLDER PROPOSAL RELATING TO THE PREPARATION     Shareholder    Against     For
               OF A CORPORATE SUSTAINABILITY REPORT.


CONSOL ENERGY INC.


                                                                                             
SECURITY                      20854P109                                            MEETING TYPE       Annual
TICKER SYMBOL                 CNX                                                  MEETING DATE       04-May-2011
ISIN                          US20854P1093                                         AGENDA             933401135 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       J. BRETT HARVEY                                                          For         For

               2       JOHN WHITMIRE                                                            For         For

               3       PHILIP W. BAXTER                                                         For         For

               4       JAMES E. ALTMEYER, SR.                                                   For         For

               5       WILLIAM E. DAVIS                                                         For         For

               6       RAJ K. GUPTA                                                             For         For

               7       PATRICIA A. HAMMICK                                                      For         For

               8       DAVID C. HARDESTY, JR.                                                   For         For

               9       JOHN T. MILLS                                                            For         For

               10      WILLIAM P. POWELL                                                        For         For

               11      JOSEPH T. WILLIAMS                                                       For         For

02             RATIFICATION OF ANTICIPATED SELECTION OF INDEPENDENT AUDITOR:     Management     For         For
               ERNST & YOUNG LLP.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.


UNITRIN, INC.


                                                                                             
SECURITY                      913275103                                            MEETING TYPE       Annual
TICKER SYMBOL                 UTR                                                  MEETING DATE       04-May-2011
ISIN                          US9132751036                                         AGENDA             933406173 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JAMES E. ANNABLE                            Management     For         For

1B             ELECTION OF DIRECTOR: DOUGLAS G. GEOGA                            Management     For         For

1C             ELECTION OF DIRECTOR: REUBEN L. HEDLUND                           Management     For         For

1D             ELECTION OF DIRECTOR: JULIE M. HOWARD                             Management     For         For

1E             ELECTION OF DIRECTOR: WAYNE KAUTH                                 Management     For         For

1F             ELECTION OF DIRECTOR: FAYEZ S. SAROFIM                            Management     For         For

1G             ELECTION OF DIRECTOR: DONALD G. SOUTHWELL                         Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  88
The Gabelli Equity Income Fund


                                                                                                
1H             ELECTION OF DIRECTOR: DAVID P. STORCH                             Management     For         For

1I             ELECTION OF DIRECTOR: RICHARD C. VIE                              Management     For         For

02             ADVISORY VOTE ON RATIFICATION OF SELECTION OF DELOITTE &          Management     For         For
               TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR
               2011.

03             APPROVAL OF THE UNITRIN, INC. 2011 OMNIBUS EQUITY PLAN.           Management     Against     Against

04             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.            Management     Abstain     Against

05             ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED      Management     Abstain     Against
               EXECUTIVE OFFICER COMPENSATION.


RECKITT BENCKISER GROUP PLC


                                                                                             
SECURITY                      G74079107                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       05-May-2011
ISIN                          GB00B24CGK77                                         AGENDA             702886144 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              To receive the 2010 report and financial statements               Management     For         For

2              To approve the Directors' remuneration report                     Management     For         For

3              To declare a final dividend                                       Management     For         For

4              To re-elect Adrian Bellamy                                        Management     For         For

5              To re-elect Peter Harf                                            Management     For         For

6              To re-elect Bart Becht                                            Management     For         For

7              To re-elect Graham Mackay                                         Management     For         For

8              To elect Liz Doherty                                              Management     For         For

9              To re-appoint PricewaterhouseCoopers LLP as auditors              Management     For         For

10             To authorise the Directors to determine the auditors'             Management     For         For
               remuneration

11             To renew the Directors' authority to allot shares                 Management     For         For

12             To renew the Directors' power to disapply pre-emption rights      Management     For         For

13             To renew the Company's authority to purchase its own shares       Management     For         For

14             To approve the calling of General Meetings on 14 clear days'      Management     For         For
               notice

15             To approve changes to the rules of the Company's Share Plans      Management     For         For


ENI S P A


                                                                                             
SECURITY                      T3643A145                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       05-May-2011
ISIN                          IT0003132476                                         AGENDA             702960065 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 809585 DUE    Non-Voting
               TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT OF        Non-Voting
               MEETING DATE FROM 2-9 APR 2011 TO 05 MAY 2011. IF YOU HAVE
               ALREADY SENT IN YOUR VOTES, PLEASE DO N-OT RETURN THIS PROXY
               FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTION-S.
               THANK YOU.

1              Eni Financial Statements at December 31, 2010. Related            Management     For         For
               deliberations. Eni consolidated Financial Statements at
               December 31, 2010. Reports of the Directors, of the Board of
               Statutory Auditors and of the Audit Firm

2              Allocation of net profit                                          Management     For         For

3              Determination of the number of the Board of Directors' members    Management     For         For

4              Determination of the Directors' term                              Management     For         For

0              PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES OF CANDIDATES TO     Non-Voting
               BE ELECTED AS DI-RECTORS, THERE IS ONLY 1 VACANCY AVAILABLE TO
               BE FILLED AT THE MEETING. THE ST-ANDING INSTRUCTIONS FOR THIS
               MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU- ARE REQUIRED
               TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.

5.1            PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL:       Shareholder    Against     For
               Appointment of the Directors: List presented by Ministero
               dell'Economia e delle Finanze holding 3.9% of company stock
               capital: 1. RECCHI Giuseppe (Chairman) 2. SCARONI Paolo  3.
               GATTO Carlo Cesare 4. MARCHIONI Paolo 5. RESCA Mario 6. PETRI
               Roberto

5.2            PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL:       Shareholder
               Appointment of the Directors: List presented by some
               Institutional Investors holding 0.903% of company stock
               capital: 1. PROFUMO Alessandro 2. TARANTO Francesco 3. LORENZI
               Alessandro

6              Appointment of the Chairman of the Board of Directors             Management     For         For

7              Determination of the remuneration of the Chairman of the Board    Management     For         For
               of Directors and of the Directors

0              PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES OF CANDIDATES TO     Non-Voting
               BE ELECTED AS AU-DITORS THERE IS ONLY 1 VACANCY AVAILABLE TO
               BE FILLED AT THE MEETING. THE STAN-DING INSTRUCTIONS FOR THIS
               MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU AR-E REQUIRED
               TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  89
The Gabelli Equity Income Fund


                                                                                                
8.1            PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL:       Shareholder    Against     For
               Appointment of the Statutory Auditors: List presented by
               Ministero dell'Economia e delle Finanze holding 3.9% of company
               stock capital: Effective Internal Auditor: 1. FERRANTI Roberto
               2. FUMAGALLI Paolo 3. RIGHETTI Renato, Alternate Internal
               Auditor: 1. BILOTTI Francesco

8.2            PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL:       Shareholder    Against     For
               Appointment of the Statutory Auditors: List presented by some
               Institutional Investors holding 0.903% of company stock
               capital: Effective Internal Auditor: 1. MARINELLI Ugo 2.
               GIORGIO Silva,  Alternate Internal Auditor: 1. LAURI Maurizio
               2. SPANO' Pierumberto

9              Appointment of the Chairman of the Board of Statutory Auditors    Management     For         For

10             Determination of the remuneration of the Chairman of the Board    Management     For         For
               of Statutory Auditors and of the effective Statutory Auditors

11             Compensation of the Court of Auditors' Representative in          Management     For         For
               charge of the financial monitoring of Eni


VERIZON COMMUNICATIONS INC.


                                                                                             
SECURITY                      92343V104                                            MEETING TYPE       Annual
TICKER SYMBOL                 VZ                                                   MEETING DATE       05-May-2011
ISIN                          US92343V1044                                         AGENDA             933387830 - 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: LOWELL C. MCADAM                            Management     For         For

1E             ELECTION OF DIRECTOR: SANDRA O. MOOSE                             Management     For         For

1F             ELECTION OF DIRECTOR: JOSEPH NEUBAUER                             Management     For         For

1G             ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                        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: RODNEY E. SLATER                            Management     For         For

1L             ELECTION OF DIRECTOR: JOHN W. SNOW                                Management     For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM

03             ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION                   Management     Abstain     Against

04             ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE COMPENSATION   Management     Abstain     Against

05             DISCLOSE PRIOR GOVERNMENT SERVICE                                 Shareholder    Against     For

06             PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS                     Shareholder    Against     For

07             CUMULATIVE VOTING                                                 Shareholder    Against     For

08             SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING                       Shareholder    Against     For


DUKE ENERGY CORPORATION


                                                                                             
SECURITY                      26441C105                                            MEETING TYPE       Annual
TICKER SYMBOL                 DUK                                                  MEETING DATE       05-May-2011
ISIN                          US26441C1053                                         AGENDA             933388539 - 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       JOHN H. FORSGREN                                                         For         For

               6       ANN MAYNARD GRAY                                                         For         For

               7       JAMES H. HANCE, JR.                                                      For         For

               8       E. JAMES REINSCH                                                         For         For

               9       JAMES T. RHODES                                                          For         For

               10      JAMES E. ROGERS                                                          For         For

               11      PHILIP R. SHARP                                                          For         For

02             RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE ENERGY              Management     For         For
               CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2011

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON             Management     Abstain     Against
               EXECUTIVE COMPENSATION

05             SHAREHOLDER PROPOSAL RELATING TO PREPARATION OF A REPORT ON       Shareholder    Against     For
               DUKE ENERGY CORPORATION'S GLOBAL WARMING-RELATED LOBBYING
               ACTIVITIES

06             SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE OF A REPORT ON THE    Shareholder    Against     For
               FINANCIAL RISKS OF CONTINUED RELIANCE ON COAL

07             SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT TO OUR                Shareholder    Against     For
               ORGANIZATIONAL DOCUMENTS TO REQUIRE MAJORITY VOTING FOR THE
               ELECTION OF DIRECTORS


STARWOOD HOTELS & RESORTS WORLDWIDE


                                                                                             
SECURITY                      85590A401                                            MEETING TYPE       Annual
TICKER SYMBOL                 HOT                                                  MEETING DATE       05-May-2011
ISIN                          US85590A4013                                         AGENDA             933390421 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  90
The Gabelli Equity Income Fund



                                                                                                            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             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE             Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.

03             RESOLVED, THAT THE COMPANY STOCKHOLDERS APPROVE, ON AN            Management     Abstain     Against
               ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE
               OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K,
               INCLUDING THE COMPENSATION DISCUSSION & ANALYSIS, COMPENSATION
               TABLES AND NARRATIVE DISCUSSION, IN OUR PROXY STATEMENT FOR THE
               2011 ANNUAL MEETING OF STOCKHOLDERS.

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.


MUELLER INDUSTRIES, INC.


                                                                                             
SECURITY                      624756102                                            MEETING TYPE       Annual
TICKER SYMBOL                 MLI                                                  MEETING DATE       05-May-2011
ISIN                          US6247561029                                         AGENDA             933391079 - 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

               8       GREGORY L. CHRISTOPHER                                                   For         For

02             APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT       Management     For         For
               AUDITORS OF THE COMPANY.

03             TO APPROVE, ON AN ADVISORY BASIS BY NON-BINDING VOTE,             Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             TO APPROVE, ON AN ADVISORY BASIS BY NON-BINDING VOTE, THE         Management     Abstain     Against
               FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE
               COMPENSATION.

05             TO APPROVE THE ADOPTION OF THE COMPANY'S 2011 ANNUAL BONUS        Management     For         For
               PLAN.


DTE ENERGY COMPANY


                                                                                             
SECURITY                      233331107                                            MEETING TYPE       Annual
TICKER SYMBOL                 DTE                                                  MEETING DATE       05-May-2011
ISIN                          US2333311072                                         AGENDA             933392108 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       LILLIAN BAUDER*                                                          For         For

               2       W. FRANK FOUNTAIN, JR.*                                                  For         For

               3       MARK A. MURRAY*                                                          For         For

               4       JOSUE ROBLES, JR.*                                                       For         For

               5       JAMES H. VANDENBERGHE*                                                   For         For

               6       DAVID A. BRANDON**                                                       For         For

02             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     Management     For         For
               PRICEWATERHOUSECOOPERS LLP

03             MANAGEMENT PROPOSAL REGARDING EXECUTIVE COMPENSATION              Management     Abstain     Against

04             MANAGEMENT PROPOSAL REGARDING FREQUENCY OF EXECUTIVE              Management     Abstain     Against
               COMPENSATION VOTES

05             MANAGEMENT PROPOSAL REGARDING BOARD DECLASSIFICATION              Management     For         For

06             SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS            Shareholder    Against     For


SOUTHWEST GAS CORPORATION


                                                                                             
SECURITY                      844895102                                            MEETING TYPE       Annual
TICKER SYMBOL                 SWX                                                  MEETING DATE       05-May-2011
ISIN                          US8448951025                                         AGENDA             933392677 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  91
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       ROBERT L. BOUGHNER                                                       For         For

               2       THOMAS E. CHESTNUT                                                       For         For

               3       STEPHEN C. COMER                                                         For         For

               4       LEROY C. HANNEMAN, JR.                                                   For         For

               5       MICHAEL O. MAFFIE                                                        For         For

               6       ANNE L. MARIUCCI                                                         For         For

               7       MICHAEL J. MELARKEY                                                      For         For

               8       JEFFREY W. SHAW                                                          For         For

               9       A. RANDALL THOMAN                                                        For         For

               10      THOMAS A. THOMAS                                                         For         For

               11      TERRENCE L. WRIGHT                                                       For         For

02             TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE         Management     Abstain     Against
               COMPENSATION.

03             TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE          Management     Abstain     Against
               ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.

04             TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR FISCAL YEAR 2011.


AVON PRODUCTS, INC.


                                                                                             
SECURITY                      054303102                                            MEETING TYPE       Annual
TICKER SYMBOL                 AVP                                                  MEETING DATE       05-May-2011
ISIN                          US0543031027                                         AGENDA             933394190 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       W. DON CORNWELL                                                          For         For

               2       V. ANN HAILEY                                                            For         For

               3       FRED HASSAN                                                              For         For

               4       ANDREA JUNG                                                              For         For

               5       MARIA ELENA LAGOMASINO                                                   For         For

               6       ANN S. MOORE                                                             For         For

               7       PAUL S. PRESSLER                                                         For         For

               8       GARY M. RODKIN                                                           For         For

               9       PAULA STERN                                                              For         For

               10      LAWRENCE A. WEINBACH                                                     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             HOLD AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTING FIRM.

05             APPROVE AMENDMENTS TO OUR RESTATED CERTIFICATE OF INCORPORATION   Management     For         For
               AND BY-LAWS.


GLAXOSMITHKLINE PLC


                                                                                             
SECURITY                      37733W105                                            MEETING TYPE       Annual
TICKER SYMBOL                 GSK                                                  MEETING DATE       05-May-2011
ISIN                          US37733W1053                                         AGENDA             933394556 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO RECEIVE AND ADOPT THE DIRECTORS' REPORT AND THE FINANCIAL      Management     For         For
               STATEMENTS

02             TO APPROVE THE REMUNERATION REPORT                                Management     For         For

03             TO ELECT MR SIMON DINGEMANS AS A DIRECTOR                         Management     For         For

04             TO ELECT MS STACEY CARTWRIGHT AS A DIRECTOR                       Management     For         For

05             TO ELECT MS JUDY LEWENT AS A DIRECTOR                             Management     For         For

06             TO RE-ELECT SIR CHRISTOPHER GENT AS A DIRECTOR                    Management     For         For

07             TO RE-ELECT MR ANDREW WITTY AS A DIRECTOR                         Management     For         For

08             TO RE-ELECT PROFESSOR SIR ROY ANDERSON AS A DIRECTOR              Management     For         For

09             TO RE-ELECT DR STEPHANIE BURNS AS A DIRECTOR                      Management     For         For

10             TO RE-ELECT MR LARRY CULP AS A DIRECTOR                           Management     For         For

11             TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR                       Management     For         For

12             TO RE-ELECT SIR DERYCK MAUGHAN AS A DIRECTOR                      Management     For         For

13             TO RE-ELECT MR JAMES MURDOCH AS A DIRECTOR                        Management     For         For

14             TO RE-ELECT DR DANIEL PODOLSKY AS A DIRECTOR                      Management     For         For

15             TO RE-ELECT DR MONCEF SLAOUI AS A DIRECTOR                        Management     For         For

16             TO RE-ELECT MR TOM DE SWAAN AS A DIRECTOR                         Management     For         For

17             TO RE-ELECT SIR ROBERT WILSON AS A DIRECTOR                       Management     For         For

18             TO RE-APPOINT AUDITORS                                            Management     For         For

19             TO DETERMINE REMUNERATION OF AUDITORS                             Management     For         For

20             TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO MAKE             Management     For         For
               DONATIONS TO POLITICAL ORGANISATIONS AND INCUR POLITICAL
               EXPENDITURE


ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  92
The Gabelli Equity Income Fund


                                                                                                
21             TO AUTHORISE ALLOTMENT OF SHARES                                  Management     For         For

S22            TO DISAPPLY PRE-EMPTION RIGHTS                                    Management     For         For

S23            TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES               Management     For         For

24             TO AUTHORISE EXEMPTION FROM STATEMENT OF NAME OF SENIOR           Management     For         For
               STATUTORY AUDITOR

S25            TO AUTHORISE REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN    Management     For         For
               AGM


TELUS CORPORATION


                                                                                             
SECURITY                      87971M996                                            MEETING TYPE       Annual
TICKER SYMBOL                                                                      MEETING DATE       05-May-2011
ISIN                          CA87971M9969                                         AGENDA             933410576 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       R.H. (DICK) AUCHINLECK                                                   For         For

               2       A. CHARLES BAILLIE                                                       For         For

               3       MICHELINE BOUCHARD                                                       For         For

               4       R. JOHN BUTLER                                                           For         For

               5       BRIAN A. CANFIELD                                                        For         For

               6       PIERRE Y. DUCROS                                                         For         For

               7       DARREN ENTWISTLE                                                         For         For

               8       RUSTON E.T. GOEPEL                                                       For         For

               9       JOHN S. LACEY                                                            For         For

               10      WILLIAM A. MACKINNON                                                     For         For

               11      RONALD P. TRIFFO                                                         For         For

               12      DONALD WOODLEY                                                           For         For

02             APPOINT DELOITTE & TOUCHE LLP AS AUDITORS FOR THE ENSUING YEAR    Management     For         For
               AND AUTHORIZE DIRECTORS TO FIX THEIR REMUNERATION.

03             ACCEPT THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION.          Management     For         For


STERLING BANCORP


                                                                                             
SECURITY                      859158107                                            MEETING TYPE       Annual
TICKER SYMBOL                 STL                                                  MEETING DATE       05-May-2011
ISIN                          US8591581074                                         AGENDA             933415146 - 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       CAROLYN JOY LEE                                                          For         For

               9       JOHN C. MILLMAN                                                          For         For

               10      EUGENE ROSSIDES                                                          For         For

02             PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF      Management     For         For
               THE BOARD OF DIRECTORS OF CROWE HORWATH LLP AS THE COMPANY'S
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
               YEAR 2011.

03             ADVISORY APPROVAL OF THE COMPENSATION OF THE COMPANY'S NAMED      Management     Abstain     Against
               EXECUTIVE OFFICERS.

04             PROPOSAL TO REAPPROVE THE STERLING BANCORP KEY EXECUTIVE          Management     For         For
               INCENTIVE BONUS PLAN, WHICH WAS ORIGINALLY APPROVED BY THE
               COMPANY'S SHAREHOLDERS IN 2001 AND REAPPROVED IN 2006, THE
               MATERIAL TERMS OF WHICH ARE DESCRIBED IN THE ACCOMPANYING PROXY
               STATEMENT.

05             PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION OF STERLING    Management     For         For
               BANCORP TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES OF
               STERLING BANCORP FROM 50,000,000 TO 100,000,000 SHARES.


ROLLS-ROYCE GROUP PLC, LONDON


                                                                                             
SECURITY                      G7630U109                                            MEETING TYPE       Court Meeting
TICKER SYMBOL                                                                      MEETING DATE       06-May-2011
ISIN                          GB0032836487                                         AGENDA             702859553 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS      Non-Voting
               MEETING TYPE.-PLEASE 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.

1              Implement the Scheme of Arrangement                               Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  93
The Gabelli Equity Income Fund

ROLLS-ROYCE GROUP PLC, LONDON


                                                                                             
SECURITY                      G7630U109                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       06-May-2011
ISIN                          GB0032836487                                         AGENDA             702859565 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              To receive the Director's report and financial statements for     Management     For         For
               the year ended December 31, 2010

2              To approve the Director's remuneration report for the year        Management     For         For
               ended December 31, 2010

3              To re-elect Sir Simon Robertson as a director of the Company      Management     For         For

4              To re-elect John Rishton as a director of the Company             Management     For         For

5              To re-elect Helen Alexander CBE a director of the Company         Management     For         For

6              To re-elect Peter Byrom as a director of the Company              Management     For         For

7              To re-elect Iain Conn as a director of the Company                Management     For         For

8              To re-elect Peter Gregson as a director of the Company            Management     For         For

9              To re-elect James Guyette as a director of the Company            Management     For         For

10             To re-elect John McAdam as a director of the Company              Management     For         For

11             To re-elect John Neill CBE as a director of the Company           Management     For         For

12             To re-elect Andrew Shilston as a director of the Company          Management     For         For

13             To re-elect Colin Smith as a director of the Company              Management     For         For

14             To re-elect Ian Strachan as a director of the Company             Management     For         For

15             To re-elect Mike Terrett as a director of the Company             Management     For         For

16             To re-appoint the auditors                                        Management     For         For

17             To authorise the directors to agree the auditor's remuneration    Management     For         For

18             To approve payment to shareholders                                Management     For         For

19             To authorise political donation and political expenditure         Management     For         For

20             To approve the Rolls-Royce plc Share Purchase Plan                Management     For         For

21             To approve the Rolls-Royce UK Share Save Plan                     Management     For         For

22             To approve the Rolls-Royce International Share Save Plan          Management     For         For

23             To adopt amended Articles of Association                          Management     For         For

24             To authorise the directors to call general meetings on not        Management     For         For
               less than 14 clear day's notice

25             To authorise the directors to allot shares (s.551)                Management     For         For

26             To disapply pre-emption rights (s.561)                            Management     For         For

27             To authorise the Company to purchase its own ordinary shares      Management     For         For

28             To implement the Scheme of Arrangement                            Management     For         For


ALCOA INC.


                                                                                             
SECURITY                      013817101                                            MEETING TYPE       Annual
TICKER SYMBOL                 AA                                                   MEETING DATE       06-May-2011
ISIN                          US0138171014                                         AGENDA             933386179 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: KLAUS KLEINFELD                             Management     For         For

1B             ELECTION OF DIRECTOR: JAMES W. OWENS                              Management     For         For

1C             ELECTION OF DIRECTOR: RATAN N. TATA                               Management     For         For

02             RATIFY THE INDEPENDENT AUDITOR                                    Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE         Management     Abstain     Against

05             ADOPT INTERNAL REVENUE CODE SECTION 162(M) COMPLIANT ANNUAL       Management     For         For
               CASH INCENTIVE COMPENSATION PLAN

06             ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE ARTICLES OF    Management     For         For
               INCORPORATION - ARTICLE SEVENTH (FAIR PRICE PROTECTION)

07             ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE ARTICLES OF    Management     For         For
               INCORPORATION - ARTICLE EIGHTH (DIRECTOR ELECTIONS)

08             ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE ARTICLES OF    Management     For         For
               INCORPORATION - ARTICLE EIGHTH (REMOVAL OF DIRECTORS)

09             SHAREHOLDER PROPOSAL - ACTION BY WRITTEN CONSENT                  Shareholder    Against     For

10             SHAREHOLDER PROPOSAL - DECLASSIFY THE BOARD                       Shareholder    Against     For


OCCIDENTAL PETROLEUM CORPORATION


                                                                                             
SECURITY                      674599105                                            MEETING TYPE       Annual
TICKER SYMBOL                 OXY                                                  MEETING DATE       06-May-2011
ISIN                          US6745991058                                         AGENDA             933401060 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: SPENCER ABRAHAM                             Management     For         For

1B             ELECTION OF DIRECTOR: HOWARD I. ATKINS                            Management     For         For

1C             ELECTION OF DIRECTOR: STEPHEN I. CHAZEN                           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: MARGARET M. FORAN                           Management     For         For

1G             ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ                         Management     For         For

1H             ELECTION OF DIRECTOR: RAY R. IRANI                                Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  94
The Gabelli Equity Income Fund


                                                                                                
1I             ELECTION OF DIRECTOR: AVEDICK B. POLADIAN                         Management     For         For

1J             ELECTION OF DIRECTOR: RODOLFO SEGOVIA                             Management     For         For

1K             ELECTION OF DIRECTOR: AZIZ D. SYRIANI                             Management     For         For

1L             ELECTION OF DIRECTOR: ROSEMARY TOMICH                             Management     For         For

1M             ELECTION OF DIRECTOR: WALTER L. WEISMAN                           Management     For         For

02             RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT AUDITORS.        Management     For         For

03             ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION.                   Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE          Management     Abstain     Against
               COMPENSATION.

05             REPORT ON POLITICAL EXPENDITURES AND SPENDING PROCESSES.          Shareholder    Against     For

06             REQUIRED NOMINATION OF DIRECTOR WITH ENVIRONMENTAL EXPERTISE.     Shareholder    Against     For


CURTISS-WRIGHT CORPORATION


                                                                                             
SECURITY                      231561101                                            MEETING TYPE       Annual
TICKER SYMBOL                 CW                                                   MEETING DATE       06-May-2011
ISIN                          US2315611010                                         AGENDA             933404167 - 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       JOHN R. MYERS                                                            For         For

               5       JOHN B. NATHMAN                                                          For         For

               6       ROBERT J. RIVET                                                          For         For

               7       WILLIAM W. SIHLER                                                        For         For

               8       ALBERT E. SMITH                                                          For         For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS    Management     For         For
               THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.

03             PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S INCENTIVE      Management     For         For
               COMPENSATION PLAN.

04             PROPOSAL TO APPROVE THE AMENDMENTS TO THE COMPANY'S EMPLOYEE      Management     For         For
               STOCK PURCHASE PLAN.

05             PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON EXECUTIVE              Management     Abstain     Against
               COMPENSATION.

06             PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF           Management     Abstain     Against
               STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.


THE GOLDMAN SACHS GROUP, INC.


                                                                                             
SECURITY                      38141G104                                            MEETING TYPE       Annual
TICKER SYMBOL                 GS                                                   MEETING DATE       06-May-2011
ISIN                          US38141G1040                                         AGENDA             933405397 - 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: JAMES A. JOHNSON                            Management     For         For

1H             ELECTION OF DIRECTOR: LOIS D. JULIBER                             Management     For         For

1I             ELECTION OF DIRECTOR: LAKSHMI N. MITTAL                           Management     For         For

1J             ELECTION OF DIRECTOR: JAMES J. SCHIRO                             Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION MATTERS (SAY ON PAY)      Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY                      Management     Abstain     Against

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR
               2011 FISCAL YEAR

05             SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING                  Shareholder    Against     For

06             SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREOWNER MEETINGS        Shareholder    Against     For

07             SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION AND         Shareholder    Against     For
               LONG-TERM PERFORMANCE

08             SHAREHOLDER PROPOSAL REGARDING A REPORT ON SENIOR EXECUTIVE       Shareholder    Against     For
               COMPENSATION

09             SHAREHOLDER PROPOSAL REGARDING A REPORT ON CLIMATE CHANGE RISK    Shareholder    Against     For
               DISCLOSURE

10             SHAREHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL              Shareholder    Against     For
               CONTRIBUTIONS


OCEANEERING INTERNATIONAL, INC.


                                                                                             
SECURITY                      675232102                                            MEETING TYPE       Annual
TICKER SYMBOL                 OII                                                  MEETING DATE       06-May-2011
ISIN                          US6752321025                                         AGENDA             933406351 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  95
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       T. JAY COLLINS                                                           For         For

               2       D. MICHAEL HUGHES                                                        For         For

02             ADVISORY VOTE ON A RESOLUTION TO APPROVE THE COMPENSATION OF      Management     Abstain     Against
               OUR NAMED EXECUTIVE OFFICERS.

03             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY         Management     Abstain     Against
               VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

04             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS        Management     For         For
               INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2011.


MOTOROLA MOBILITY HOLDINGS, INC.


                                                                                             
SECURITY                      620097105                                            MEETING TYPE       Annual
TICKER SYMBOL                 MMI                                                  MEETING DATE       09-May-2011
ISIN                          US6200971058                                         AGENDA             933386787 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: SANJAY K. JHA                               Management     For         For

1B             ELECTION OF DIRECTOR: JON E. BARFIELD                             Management     For         For

1C             ELECTION OF DIRECTOR: WILLIAM R. HAMBRECHT                        Management     For         For

1D             ELECTION OF DIRECTOR: JEANNE P. JACKSON                           Management     For         For

1E             ELECTION OF DIRECTOR: KEITH A. MEISTER                            Management     For         For

1F             ELECTION OF DIRECTOR: THOMAS J. MEREDITH                          Management     For         For

1G             ELECTION OF DIRECTOR: DANIEL A. NINIVAGGI                         Management     For         For

1H             ELECTION OF DIRECTOR: JAMES R. STENGEL                            Management     For         For

1I             ELECTION OF DIRECTOR: ANTHONY J. VINCIQUERRA                      Management     For         For

1J             ELECTION OF DIRECTOR: ANDREW J. VITERBI                           Management     For         For

02             ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.        Management     Abstain     Against

03             ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE STOCKHOLDER VOTES    Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


3M COMPANY

                                                                                             
SECURITY                      88579Y101                                            MEETING TYPE       Annual
TICKER SYMBOL                 MMM                                                  MEETING DATE       10-May-2011
ISIN                          US88579Y1010                                         AGENDA             933390407 - 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 PRICEWATERHOUSECOOPERS LLP AS        Management     For         For
               3M'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

03             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                       Management     Abstain     Against

04             AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION.
05             STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS.                  Shareholder    Against     For


LOEWS CORPORATION


                                                                                             
SECURITY                      540424108                                            MEETING TYPE       Annual
TICKER SYMBOL                 L                                                    MEETING DATE       10-May-2011
ISIN                          US5404241086                                         AGENDA             933392019 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ANN E. BERMAN                               Management     For         For

1B             ELECTION OF DIRECTOR: JOSEPH L. BOWER                             Management     For         For

1C             ELECTION OF DIRECTOR: CHARLES M. DIKER                            Management     For         For

1D             ELECTION OF DIRECTOR: JACOB A. FRENKEL                            Management     For         For

1E             ELECTION OF DIRECTOR: PAUL J. FRIBOURG                            Management     For         For

1F             ELECTION OF DIRECTOR: WALTER L. HARRIS                            Management     For         For

1G             ELECTION OF DIRECTOR: PHILIP A. LASKAWY                           Management     For         For

1H             ELECTION OF DIRECTOR: KEN MILLER                                  Management     For         For

1I             ELECTION OF DIRECTOR: GLORIA R. SCOTT                             Management     For         For

1J             ELECTION OF DIRECTOR: ANDREW H. TISCH                             Management     For         For

1K             ELECTION OF DIRECTOR: JAMES S. TISCH                              Management     For         For

1L             ELECTION OF DIRECTOR: JONATHAN M. TISCH                           Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  96
The Gabelli Equity Income Fund


                                                                                                
02             APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION                 Management     Abstain     Against

03             RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY     Management     Abstain     Against
               VOTES ON EXECUTIVE COMPENSATION

04             RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS              Management     For         For

05             SHAREHOLDER PROPOSAL - CUMULATIVE VOTING                          Shareholder    Against     For


UIL HOLDINGS CORPORATION


                                                                                             
SECURITY                      902748102                                            MEETING TYPE       Annual
TICKER SYMBOL                 UIL                                                  MEETING DATE       10-May-2011
ISIN                          US9027481020                                         AGENDA             933394974 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       THELMA R. ALBRIGHT                                                       For         For

               2       ARNOLD L. CHASE                                                          For         For

               3       BETSY HENLEY-COHN                                                        For         For

               4       SUEDEEN G. KELLY                                                         For         For

               5       JOHN L. LAHEY                                                            For         For

               6       DANIEL J. MIGLIO                                                         For         For

               7       WILLIAM F. MURDY                                                         For         For

               8       DONALD R. SHASSIAN                                                       For         For

               9       JAMES P. TORGERSON                                                       For         For

02             RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS    Management     For         For
               UIL HOLDINGS CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR 2011.

03             APPROVAL, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.            Management     Abstain     Against

04             RECOMMENDATION, BY NON-BINDING VOTE, THE FREQUENCY OF             Management     Abstain     Against
               EXECUTIVE COMPENSATION VOTES.

05             PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION OF UIL         Management     For         For
               HOLDINGS CORPORATION TO INCREASE THE NUMBER OF SHARES
               AUTHORIZED.


HOSPIRA, INC.


                                                                                             
SECURITY                      441060100                                            MEETING TYPE       Annual
TICKER SYMBOL                 HSP                                                  MEETING DATE       10-May-2011
ISIN                          US4410601003                                         AGENDA             933396194 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF CLASS I DIRECTOR: IRVING W. BAILEY, II                Management     For         For

1B             ELECTION OF CLASS I DIRECTOR: F. MICHAEL BALL                     Management     For         For

1C             ELECTION OF CLASS I DIRECTOR: JACQUE J. SOKOLOV                   Management     For         For

02             TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF            Management     For         For
               INCORPORATION TO ELIMINATE THE SUPER-MAJORITY VOTE REQUIREMENT
               TO REMOVE DIRECTORS FOR CAUSE.

03             TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF            Management     For         For
               INCORPORATION TO ELIMINATE THE SUPER-MAJORITY VOTE REQUIREMENT
               FOR BYLAW ADOPTION, AMENDMENT OR REPEAL.

04             TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF            Management     For         For
               INCORPORATION TO ELIMINATE THE SUPER-MAJORITY VOTE REQUIREMENT
               FOR ALTERATION, AMENDMENT OR REPEAL OF CERTAIN PROVISIONS IN
               THE CERTIFICATE OF INCORPORATION.

05             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

06             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

07             PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS    Management     For         For
               AUDITORS FOR HOSPIRA FOR 2011.


SPRINT NEXTEL CORPORATION


                                                                                             
SECURITY                      852061100                                            MEETING TYPE       Annual
TICKER SYMBOL                 S                                                    MEETING DATE       10-May-2011
ISIN                          US8520611000                                         AGENDA             933396536 - 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 INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2011.

03             TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR EXECUTIVE         Management     Abstain     Against
               COMPENSATION.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  97
The Gabelli Equity Income Fund


                                                                                                
04             TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE
               FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE
               COMPENSATION.                                                     Management     Abstain     Against

05             TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING POLITICAL            Shareholder    Against     For
               CONTRIBUTIONS.

06             TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING THE RETENTION OF     Shareholder    Against     For
               EQUITY AWARDS.

07             TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING CHANGE TO A          Shareholder    Against     For
               VOTING REQUIREMENT.


ITT CORPORATION


                                                                                             
SECURITY                      450911102                                            MEETING TYPE       Annual
TICKER SYMBOL                 ITT                                                  MEETING DATE       10-May-2011
ISIN                          US4509111021                                         AGENDA             933396586 - 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 & TOUCHE LLP AS       Management     For         For
               ITT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF THE ITT CORPORATION 2011 OMNIBUS INCENTIVE PLAN.      Management     For         For

04             APPROVAL OF A PROPOSAL TO AMEND THE COMPANY'S RESTATED            Management     For         For
               ARTICLES OF INCORPORATION TO ALLOW SHAREHOLDERS TO CALL
               SPECIAL MEETINGS.

05             TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR        Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS.

06             TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A SHAREHOLDER        Management     Abstain     Against
               VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS.

07             TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE COMPANY     Shareholder    Against     For
               AMEND, WHERE APPLICABLE, ITT'S POLICIES RELATED TO HUMAN
               RIGHTS.


BOSTON SCIENTIFIC CORPORATION


                                                                                             
SECURITY                      101137107                                            MEETING TYPE       Annual
TICKER SYMBOL                 BSX                                                  MEETING DATE       10-May-2011
ISIN                          US1011371077                                         AGENDA             933396740 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR:  KATHARINE T. BARTLETT                      Management     For         For

1B             ELECTION OF DIRECTOR: BRUCE L. BYRNES                             Management     For         For

1C             ELECTION OF DIRECTOR: NELDA J. CONNORS                            Management     For         For

1D             ELECTION OF DIRECTOR: J. RAYMOND ELLIOTT                          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: UWE E. REINHARDT                            Management     For         For

1J             ELECTION OF DIRECTOR: JOHN E. SUNUNU                              Management     For         For

02             ADVISORY VOTE TO APPROVE BOSTON SCIENTIFIC CORPORATION'S 2010     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

03             ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF HOLDING AN            Management     Abstain     Against
               ADVISORY VOTE ON BOSTON SCIENTIFIC CORPORATION'S EXECUTIVE
               COMPENSATION.

04             PROPOSAL TO APPROVE BOSTON SCIENTIFIC CORPORATION'S 2011          Management     Against     Against
               LONG-TERM INCENTIVE PLAN.

05             PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT OF BOSTON        Management     For         For
               SCIENTIFIC CORPORATION'S 2006 GLOBAL EMPLOYEE STOCK OWNERSHIP
               PLAN.

06             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS        Management     For         For
               BOSTON SCIENTIFIC CORPORATION'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.


NORTHEAST UTILITIES


                                                                                             
SECURITY                      664397106                                            MEETING TYPE       Annual
TICKER SYMBOL                 NU                                                   MEETING DATE       10-May-2011
ISIN                          US6643971061                                         AGENDA             933399289 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  98
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          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       JOHN G. GRAHAM                                                           For         For

               6       ELIZABETH T. KENNAN                                                      For         For

               7       KENNETH R. LEIBLER                                                       For         For

               8       ROBERT E. PATRICELLI                                                     For         For

               9       CHARLES W. SHIVERY                                                       For         For

               10      JOHN F. SWOPE                                                            For         For

               11      DENNIS R. WRAASE                                                         For         For

02             "RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY'S NAMED      Management     Abstain     Against
               EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION
               DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION,
               INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE
               COMPENSATION TABLES AND ANY RELATED MATERIAL DISCLOSED IN THIS
               PROXY STATEMENT, IS HEREBY APPROVED".

03             "RESOLVED, THAT THE SHAREHOLDERS OF THE COMPANY APPROVE, ON AN    Management     Abstain     Against
               ADVISORY BASIS, THAT THE ADVISORY VOTE ON EXECUTIVE
               COMPENSATION, COMMONLY KNOWN AS "SAY-ON-PAY," BE CONDUCTED EVERY
               1, 2 OR 3 YEARS, BEGINNING WITH THIS ANNUAL MEETING".

04             TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE           Management     For         For
               COMPANY'S INDEPENDENT AUDITORS FOR 2011


DANAHER CORPORATION


                                                                                             
SECURITY                      235851102                                            MEETING TYPE       Annual
TICKER SYMBOL                 DHR                                                  MEETING DATE       10-May-2011
ISIN                          US2358511028                                         AGENDA             933405741 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR.                       Management     For         For

1B             ELECTION OF DIRECTOR: MITCHELL P. RALES                           Management     For         For

1C             ELECTION OF DIRECTOR: ELIAS A. ZERHOUNI, M.D.                     Management     For         For

02             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS DANAHER'S         Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE OF      Management     For         For
               INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

04             TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE OF      Management     For         For
               INCORPORATION TO ALLOW HOLDERS OF TWENTY-FIVE PERCENT (25%) OR
               MORE OF DANAHER'S SHARES TO CALL A SPECIAL MEETING OF
               SHAREHOLDERS.

05             TO APPROVE AMENDMENTS TO DANAHER'S 2007 STOCK INCENTIVE PLAN      Management     For         For
               AND MATERIAL TERMS OF PLAN PERFORMANCE GOALS.

06             TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE OFFICER    Management     Abstain     Against
               COMPENSATION.

07             TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE            Management     Abstain     Against
               SHAREHOLDER ADVISORY VOTES ON THE COMPANY'S EXECUTIVE OFFICER
               COMPENSATION.


OCH-ZIFF CAP MGMT GROUP LLC


                                                                                             
SECURITY                      67551U105                                            MEETING TYPE       Annual
TICKER SYMBOL                 OZM                                                  MEETING DATE       10-May-2011
ISIN                          US67551U1051                                         AGENDA             933414598 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       JOEL M. FRANK                                                            For         For

               2       ALLAN S. BUFFERD                                                         For         For

02             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OCH-ZIFF'S      Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011.

03             TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.     Management     Abstain     Against

04             TO APPROVE THE ADVISORY RECOMMENDATION ON THE FREQUENCY OF        Management     Abstain     Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.


GRIFFIN LAND & NURSERIES, INC.


                                                                                             
SECURITY                      398231100                                            MEETING TYPE       Annual
TICKER SYMBOL                 GRIF                                                 MEETING DATE       10-May-2011
ISIN                          US3982311009                                         AGENDA             933420781 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       WINSTON 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



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  99
The Gabelli Equity Income Fund


                                                                                                
               7       DAVID F. STEIN                                                           For         For

02             RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC    Management     For         For
               ACCOUNTANTS.

03             APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF THE         Management     For         For
               NAMED EXECUTIVE OFFICERS PRESENTED IN GRIFFIN'S PROXY
               STATEMENT.

04             RECOMMENDATION, BY NON-BINDING VOTE, OF THE FREQUENCY OF AN       Management     1 Year      Against
               ADVISORY VOTE ON EXECUTIVE COMPENSATION.


BNP PARIBAS, PARIS


                                                                                             
SECURITY                      F1058Q238                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       11-May-2011
ISIN                          FR0000131104                                         AGENDA             702830604 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE         Non-Voting
               OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE
               TREATED AS AN "AGAINST" VOTE.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               the Proxy Card-directly 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 be forwarded to the Global Custodians that have
               become-Registered Intermediaries, on the Vote Deadline Date.
               In capacity as- Registered Intermediary, the Global 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

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY-CLICKING ON THE MATERIAL URL
               LINK:-https://balo.journal-
               officiel.gouv.fr/pdf/2011/0309/201103091100594.pdf

O.1            Approval of the corporate financial statements for the            Management     For         For
               financial year 2010

O.2            Approval of the consolidated financial statements for the         Management     For         For
               financial year 2010

O.3            Allocation of income for the financial year ended December 31,    Management     For         For
               2010 and distribution of the dividend

O.4            Special report of the Statutory Auditors on the Agreements and    Management     For         For
               Undertakings pursuant to Articles L.225-38 et seq. of the
               Commercial Code, including those concluded between a company
               and its corporate officers and also between companies of a
               group and mutual corporate managers

O.5            Authorization for BNP Paribas to repurchase its own shares        Management     For         For

O.6            Renewal of Mr. Jean-Francois Lepetit's term as Board member       Management     For         For

O.7            Renewal of Mrs. Helene Ploix's term as Board member               Management     For         For

O.8            Renewal of Mr. Baudouin Prot's term as Board member               Management     For         For

O.9            Renewal of Mrs. DanielaWeber-Rey's term as Board member           Management     For         For

O.10           Appointment of Mrs. Fields Wicker-Miurin as Board member          Management     For         For

E.11           Approval of the merger-absorption of Banque de Bretagne by BNP    Management     For         For
               Paribas

E.12           Approval of the simplified cross-border merger of BNP Paribas     Management     For         For
               International BV by BNP Paribas SA

E.13           Approval of the merger-absorption of the company Cerenicim by     Management     For         For
               BNP Paribas

E.14           Approval of the merger-absorption of the company SAS Noria by     Management     For         For
               BNP Paribas

E.15           Authorization to carry out allocations of performance shares      Management     For         For
               in favor of employees and corporate officers of the group

E.16           Authorization to grant options to subscribe for or purchase       Management     For         For
               shares in favor of employees and corporate officers of the
               group

E.17           Authorization to be granted to the Board of Directors to          Management     For         For
               reduce the capital by cancellation of shares

E.18           Powers for the formalities                                        Management     For         For


PHILIP MORRIS INTERNATIONAL INC.


                                                                                             
SECURITY                      718172109                                            MEETING TYPE       Annual
TICKER SYMBOL                 PM                                                   MEETING DATE       11-May-2011
ISIN                          US7181721090                                         AGENDA             933393744 - 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: JENNIFER LI                                 Management     For         For

1F             ELECTION OF DIRECTOR: GRAHAM MACKAY                               Management     For         For

1G             ELECTION OF DIRECTOR: SERGIO MARCHIONNE                           Management     For         For

1H             ELECTION OF DIRECTOR: LUCIO A. NOTO                               Management     For         For

1I             ELECTION OF DIRECTOR: CARLOS SLIM HELU                            Management     For         For

1J             ELECTION OF DIRECTOR: STEPHEN M. WOLF                             Management     For         For

02             RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS             Management     For         For

03             ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION                   Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION

05             STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND TOBACCO USE          Shareholder    Against     For

06             STOCKHOLDER PROPOSAL 2 - INDEPENDENT BOARD CHAIR                  Shareholder    Against     For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 100
The Gabelli Equity Income Fund

LSI CORPORATION


                                                                                             
SECURITY                      502161102                                            MEETING TYPE       Annual
TICKER SYMBOL                 LSI                                                  MEETING DATE       11-May-2011
ISIN                          US5021611026                                         AGENDA             933395596 - 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: CHARLES C. POPE                             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                      Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR
               2011.

03             TO APPROVE, IN AN ADVISORY VOTE, OUR EXECUTIVE COMPENSATION.      Management     Abstain     Against

04             TO RECOMMEND, IN AN ADVISORY VOTE, THE FREQUENCY OF FUTURE        Management     Abstain     Against
               ADVISORY VOTES ON EXECUTIVE COMPENSATION.


CVS CAREMARK CORPORATION


                                                                                             
SECURITY                      126650100                                            MEETING TYPE       Annual
TICKER SYMBOL                 CVS                                                  MEETING DATE       11-May-2011
ISIN                          US1266501006                                         AGENDA             933397110 - 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: ANNE M. FINUCANE                            Management     For         For

1E             ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS                     Management     For         For

1F             ELECTION OF DIRECTOR: MARIAN L. HEARD                             Management     For         For

1G             ELECTION OF DIRECTOR: LARRY J. MERLO                              Management     For         For

1H             ELECTION OF DIRECTOR: JEAN-PIERRE MILLON                          Management     For         For

1I             ELECTION OF DIRECTOR: TERRENCE MURRAY                             Management     For         For

1J             ELECTION OF DIRECTOR: C.A. LANCE PICCOLO                          Management     For         For

1K             ELECTION OF DIRECTOR: RICHARD J. SWIFT                            Management     For         For

1L             ELECTION OF DIRECTOR: TONY L. WHITE                               Management     For         For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE    Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE 2011 FISCAL YEAR.

03             PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION AS       Management     Abstain     Against
               DISCLOSED IN THE PROXY STATEMENT.

04             FREQUENCY OF FUTURE EXECUTIVE COMPENSATION VOTES.                 Management     Abstain     Against

05             STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS AND        Shareholder    Against     For
               EXPENDITURES.

06             STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER ACTION BY WRITTEN      Shareholder    Against     For
               CONSENT.


INTEGRYS ENERGY GROUP INC


                                                                                             
SECURITY                      45822P105                                            MEETING TYPE       Annual
TICKER SYMBOL                 TEG                                                  MEETING DATE       11-May-2011
ISIN                          US45822P1057                                         AGENDA             933397576 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       KEITH E. BAILEY                                                          For         For

               2       WILLIAM J. BRODSKY                                                       For         For

               3       ALBERT J. BUDNEY, JR.                                                    For         For

               4       P. SAN JUAN CAFFERTY                                                     For         For

               5       ELLEN CARNAHAN                                                           For         For

               6       MICHELLE L. COLLINS                                                      For         For

               7       K.M. HASSELBLAD-PASCALE                                                  For         For

               8       JOHN W. HIGGINS                                                          For         For

               9       JAMES L. KEMERLING                                                       For         For

               10      MICHAEL E. LAVIN                                                         For         For

               11      WILLIAM F. PROTZ, JR.                                                    For         For

               12      CHARLES A. SCHROCK                                                       For         For

02             APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON THE              Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 101
The Gabelli Equity Income Fund


                                                                                                
03             A NON-BINDING ADVISORY VOTE REGARDING THE
               FREQUENCY OF FUTURE ADVISORY VOTES RELATED TO
               THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.                                                         Management     Abstain     Against

04             THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS     Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTEGRYS
               ENERGY GROUP AND ITS SUBSIDIARIES FOR 2011.


BANK OF AMERICA CORPORATION


                                                                                             
SECURITY                      060505104                                            MEETING TYPE       Annual
TICKER SYMBOL                 BAC                                                  MEETING DATE       11-May-2011
ISIN                          US0605051046                                         AGENDA             933398491 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MUKESH D. AMBANI                            Management     For         For

1B             ELECTION OF DIRECTOR: SUSAN S. BIES                               Management     For         For

1C             ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR.                       Management     For         For

1D             ELECTION OF DIRECTOR: VIRGIS W. COLBERT                           Management     For         For

1E             ELECTION OF DIRECTOR: CHARLES K. GIFFORD                          Management     For         For

1F             ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.                    Management     For         For

1G             ELECTION OF DIRECTOR: D. PAUL JONES, JR.                          Management     For         For

1H             ELECTION OF DIRECTOR: MONICA C. LOZANO                            Management     For         For

1I             ELECTION OF DIRECTOR: THOMAS J. MAY                               Management     For         For

1J             ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN                           Management     For         For

1K             ELECTION OF DIRECTOR: DONALD E. POWELL                            Management     For         For

1L             ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI                         Management     For         For

1M             ELECTION OF DIRECTOR: ROBERT W. SCULLY                            Management     For         For

02             AN ADVISORY (NON-BINDING) "SAY ON PAY" VOTE TO APPROVE            Management     Abstain     Against
               EXECUTIVE COMPENSATION.

03             AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE         Management     Abstain     Against
               ADVISORY "SAY ON PAY" VOTES.

04             RATIFICATION OF THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING      Management     For         For
               FIRM FOR 2011.

05             STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT EMPLOYMENT.       Shareholder    Against     For

06             STOCKHOLDER PROPOSAL - STOCKHOLDER ACTION BY WRITTEN CONSENT.     Shareholder    Against     For

07             STOCKHOLDER PROPOSAL - MORTGAGE SERVICING OPERATIONS.             Shareholder    Against     For

08             STOCKHOLDER PROPOSAL - GRASSROOTS LOBBYING.                       Shareholder    Against     For

09             STOCKHOLDER PROPOSAL - OTC DERIVATIVES TRADING.                   Shareholder    Against     For

10             STOCKHOLDER PROPOSAL - CUMULATIVE VOTING IN CONTESTED             Shareholder    Against     For
               ELECTIONS.

11             STOCKHOLDER PROPOSAL - RECOUPMENT OF INCENTIVE COMPENSATION.      Shareholder    Against     For

12             STOCKHOLDER PROPOSAL - PROHIBITION OF CERTAIN RELOCATION          Shareholder    Against     For
               BENEFITS.


LABORATORY CORP. OF AMERICA HOLDINGS


                                                                                             
SECURITY                      50540R409                                            MEETING TYPE       Annual
TICKER SYMBOL                 LH                                                   MEETING DATE       11-May-2011
ISIN                          US50540R4092                                         AGENDA             933398554 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DAVID P. KING                               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: N. ANTHONY COLES, JR., M.D., M.P.H.         Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 102
The Gabelli Equity Income Fund


                                                                                                
1E             ELECTION OF DIRECTOR: WENDY E. LANE                               Management     For         For

1F             ELECTION OF DIRECTOR: THOMAS P. MAC MAHON                         Management     For         For

1G             ELECTION OF DIRECTOR: ROBERT E. MITTELSTAEDT, JR.                 Management     For         For

1H             ELECTION OF DIRECTOR: ARTHUR H. RUBENSTEIN, MBBCH                 Management     For         For

1I             ELECTION OF DIRECTOR: M. KEITH WEIKEL, PH.D.                      Management     For         For

1J             ELECTION OF DIRECTOR: R. SANDERS WILLIAMS, M.D.                   Management     For         For

02             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS LABORATORY CORPORATION OF AMERICA HOLDINGS' INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


CONOCOPHILLIPS

                                                                                             
SECURITY                      20825C104                                            MEETING TYPE       Annual
TICKER SYMBOL                 COP                                                  MEETING DATE       11-May-2011
ISIN                          US20825C1045                                         AGENDA             933398732 - 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: ROBERT A. NIBLOCK                           Management     For         For

1I             ELECTION OF DIRECTOR: HARALD J. NORVIK                            Management     For         For

1J             ELECTION OF DIRECTOR: WILLIAM K. REILLY                           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 LLP AS            Management     For         For
               CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.

03             ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.                      Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE          Management     Abstain     Against
               COMPENSATION.

05             APPROVAL OF 2011 OMNIBUS STOCK AND PERFORMANCE INCENTIVE PLAN.    Management     For         For

06             GENDER EXPRESSION NON-DISCRIMINATION.                             Shareholder    Against     For

07             POLITICAL CONTRIBUTIONS.                                          Shareholder    Against     For

08             REPORT ON GRASSROOTS LOBBYING EXPENDITURES.                       Shareholder    Against     For

09             ACCIDENT RISK MITIGATION.                                         Shareholder    Against     For

10             COMPANY ENVIRONMENTAL POLICY (LOUISIANA WETLANDS).                Shareholder    Against     For

11             GREENHOUSE GAS REDUCTION TARGETS.                                 Shareholder    Against     For

12             REPORT ON FINANCIAL RISKS FROM CLIMATE CHANGE.                    Shareholder    Against     For

13             CANADIAN OIL SANDS.                                               Shareholder    Against     For


PROGRESS ENERGY, INC.


                                                                                             
SECURITY                      743263105                                            MEETING TYPE       Annual
TICKER SYMBOL                 PGN                                                  MEETING DATE       11-May-2011
ISIN                          US7432631056                                         AGENDA             933401983 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOHN D. BAKER II                            Management     For         For

1B             ELECTION OF DIRECTOR: JAMES E. BOSTIC JR.                         Management     For         For

1C             ELECTION OF DIRECTOR: HARRIS E. DELOACH JR.                       Management     For         For

1D             ELECTION OF DIRECTOR: JAMES B. HYLER JR.                          Management     For         For

1E             ELECTION OF DIRECTOR: WILLIAM D. JOHNSON                          Management     For         For

1F             ELECTION OF DIRECTOR: ROBERT W. JONES                             Management     For         For

1G             ELECTION OF DIRECTOR: W. STEVEN JONES                             Management     For         For

1H             ELECTION OF DIRECTOR: MELQUIADES R. MARTINEZ                      Management     For         For

1I             ELECTION OF DIRECTOR: E. MARIE MCKEE                              Management     For         For

1J             ELECTION OF DIRECTOR: JOHN H. MULLIN III                          Management     For         For

1K             ELECTION OF DIRECTOR: CHARLES W. PRYOR JR.                        Management     For         For

1L             ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS                        Management     For         For

1M             ELECTION OF DIRECTOR: THERESA M. STONE                            Management     For         For

1N             ELECTION OF DIRECTOR: ALFRED C. TOLLISON JR.                      Management     For         For

2              AN ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE                Management     Abstain     Against
               COMPENSATION.

3              TO RECOMMEND, BY AN ADVISORY (NONBINDING) VOTE, THE FREQUENCY     Management     Abstain     Against
               OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION.

4              RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS         Management     For         For
               PROGRESS ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR 2011.


EASTMAN KODAK COMPANY


                                                                                             
SECURITY                      277461109                                            MEETING TYPE       Annual
TICKER SYMBOL                 EK                                                   MEETING DATE       11-May-2011
ISIN                          US2774611097                                         AGENDA             933402238 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RICHARD S. BRADDOCK                         Management     For         For

1B             ELECTION OF DIRECTOR: HERALD Y. CHEN                              Management     For         For

1C             ELECTION OF DIRECTOR: ADAM H. CLAMMER                             Management     For         For

1D             ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                          Management     For         For

1E             ELECTION OF DIRECTOR: MICHAEL J. HAWLEY                           Management     For         For

1F             ELECTION OF DIRECTOR: WILLIAM H. HERNANDEZ                        Management     For         For

1G             ELECTION OF DIRECTOR: DOUGLAS R. LEBDA                            Management     For         For

1H             ELECTION OF DIRECTOR: KYLE P. LEGG                                Management     For         For

1I             ELECTION OF DIRECTOR: DELANO E. LEWIS                             Management     For         For

1J             ELECTION OF DIRECTOR: WILLIAM G. PARRETT                          Management     For         For

1K             ELECTION OF DIRECTOR: ANTONIO M. PEREZ                            Management     For         For

1L             ELECTION OF DIRECTOR: JOEL SELIGMAN                               Management     For         For

1M             ELECTION OF DIRECTOR: DENNIS F. STRIGL                            Management     For         For

1N             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.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 103
The Gabelli Equity Income Fund


                                                                                                
03             ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS.                                               Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE        Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


ALBEMARLE CORPORATION


                                                                                             
SECURITY                      012653101                                            MEETING TYPE       Annual
TICKER SYMBOL                 ALB                                                  MEETING DATE       11-May-2011
ISIN                          US0126531013                                         AGENDA             933406008 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       J. ALFRED BROADDUS, JR.                                                  For         For

               2       WILLIAM H. HERNANDEZ                                                     For         For

               3       R. WILLIAM IDE III                                                       For         For

               4       RICHARD L. MORRILL                                                       For         For

               5       JIM W. NOKES                                                             For         For

               6       BARRY W. PERRY                                                           For         For

               7       MARK C. ROHR                                                             For         For

               8       JOHN SHERMAN, JR.                                                        For         For

               9       HARRIETT TEE TAGGART                                                     For         For

               10      ANNE MARIE WHITTEMORE                                                    For         For

02             THE PROPOSAL TO APPROVE THE NON-BINDING ADVISORY RESOLUTION       Management     Abstain     Against
               APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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, 2011.

04             THE PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY     Management     Abstain     Against
               OF THE NON-BINDING SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION
               CHECKED ON THE RIGHT SIDE. (CHECK ONE.)


QUAKER CHEMICAL CORPORATION


                                                                                             
SECURITY                      747316107                                            MEETING TYPE       Annual
TICKER SYMBOL                 KWR                                                  MEETING DATE       11-May-2011
ISIN                          US7473161070                                         AGENDA             933414601 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       MICHAEL F. BARRY                                                         For         For

               2       ROBERT E. CHAPPELL                                                       For         For

               3       ROBERT H. ROCK                                                           For         For

02             APPROVAL OF THE GLOBAL ANNUAL INCENTIVE PLAN.                     Management     For         For

03             APPROVAL OF THE 2011 LONG-TERM PERFORMANCE INCENTIVE PLAN.        Management     Against     Against

04             ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.    Management     Abstain     Against

05             ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON                Management     Abstain     Against
               COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

06             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.


THE MOSAIC COMPANY


                                                                                             
SECURITY                      61945A107                                            MEETING TYPE       Special
TICKER SYMBOL                 MOS                                                  MEETING DATE       11-May-2011
ISIN                          US61945A1079                                         AGENDA             933420008 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO ADOPT THE MERGER AND DISTRIBUTION AGREEMENT, DATED AS OF       Management     For         For
               JANUARY 18, 2011 (AS IT MAY BE AMENDED FROM TIME TO TIME), BY
               AND AMONG THE MOSAIC COMPANY, CARGILL, INCORPORATED, GNS II
               (U.S.) CORP., GNS MERGER SUB LLC, AND, FOR LIMITED PURPOSES
               SET FORTH THEREIN, THE MARGARET A. CARGILL FOUNDATION, AS MORE
               FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

02             VOTE TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF         Management     For         For
               NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF
               PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE
               SPECIAL MEETING TO ADOPT THE MERGER AND DISTRIBUTION AGREEMENT.


JARDINE STRATEGIC HLDGS LTD  BERMUDA


                                                                                             
SECURITY                      G50764102                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       12-May-2011
ISIN                          BMG507641022                                         AGENDA             702931521 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 104
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              To receive and consider the financial statements and the          Management     For         For
               independent auditors report for the year ended 31st December
               2010, and to declare a final dividend

2              To re-elect Jenkin Hui as a director                              Management     For         For

3              To re-elect Dr George C.G. Koo as a director                      Management     For         For

4              To fix the directors fees                                         Management     For         For

5              To re appoint the auditors and to authorize the directors to      Management     For         For
               fix their remuneration

6              That a. the exercise by the directors during the relevant         Management     For         For
               period of all powers of the company to allot or issue shares
               and to make and grant offers, agreements and options which
               would or might require shares to be allotted, issued or
               disposed of during or after the end of the relevant period up
               to an aggregate nominal amount of USD18.6 million, be and is
               hereby generally and unconditionally approved and b. the
               aggregate nominal amount of share capital allotted or agreed
               conditionally or unconditionally to be allotted wholly for
               cash by the directors pursuant to the approval in paragraph a,
               otherwise than pursuant to a rights issue, shall not exceed
               USD2.7 million, and the said approval shall be limited
               accordingly

7              That a. the exercise by the directors of all powers of the        Management     For         For
               company to purchase its own shares, subject to and in
               accordance with all applicable laws and regulations, during
               the relevant period be and is hereby generally and
               unconditionally approved b. the aggregate nominal amount of
               shares of the company which the company may CONTD

CONT           CONTD purchase pursuant to the approval in paragraph a of this    Non-Voting
               resolution-shall be less than 15 percent of the aggregate
               nominal amount of the existing-issued share capital of the
               company at the date of this meeting, and such-approval shall
               be limited accordingly and c. the approval in paragraph a
               of-this resolution shall, where permitted by applicable laws
               and regulations and- subject to the limitation in paragraph b
               of this resolution, extend to permit-the purchase of shares of
               the company i. by subsidiaries of the company and-ii. pursuant
               to the terms of put warrants or financial instruments
               having-similar effect whereby the company can be required to
               purchase its own shares

8              That the purchase by the company of shares of US 25 cents each    Management     For         For
               in Jardine Matheson Holdings Limited during the relevant
               period be and is hereby generally and unconditionally approved

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF             Non-Voting
               CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR
               VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE
               TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


JARDINE MATHESON HLDGS LTD


                                                                                             
SECURITY                      G50736100                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       12-May-2011
ISIN                          BMG507361001                                         AGENDA             702945619 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              To receive the Financial Statements for 2010 and to declare a     Management     For         For
               final dividend

2              To re-elect Mark Greenberg as a Director                          Management     For         For

3              To re-elect Simon Keswick as a Director                           Management     For         For

4              To re-elect Dr Richard Lee as a Director                          Management     For         For

5              To re-elect Y.K. Pang as a Director                               Management     For         For

6              To fix the Directors' fees                                        Management     For         For

7              To re-appoint the Auditors and to authorize the Directors to      Management     For         For
               fix their remuneration

8              To renew the general mandate to the Directors to issue new        Management     For         For
               shares

9              To renew the general mandate to the Directors to purchase the     Management     For         For
               Company's shares

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF RECORD      Non-Voting
               DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
               RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR
               ORIGINAL INSTRUCTIONS. THANK YOU.


THE DOW CHEMICAL COMPANY


                                                                                             
SECURITY                      260543103                                            MEETING TYPE       Annual
TICKER SYMBOL                 DOW                                                  MEETING DATE       12-May-2011
ISIN                          US2605431038                                         AGENDA             933392057 - 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: JENNIFER M. GRANHOLM                        Management     For         For

1G             ELECTION OF DIRECTOR: JOHN B. HESS                                Management     For         For

1H             ELECTION OF DIRECTOR: ANDREW N. LIVERIS                           Management     For         For

1I             ELECTION OF DIRECTOR: PAUL POLMAN                                 Management     For         For

1J             ELECTION OF DIRECTOR: DENNIS H. REILLEY                           Management     For         For

1K             ELECTION OF DIRECTOR: JAMES M. RINGLER                            Management     For         For

1L             ELECTION OF DIRECTOR: RUTH G. SHAW                                Management     For         For

1M             ELECTION OF DIRECTOR: PAUL G. STERN                               Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED     Management     For         For
               PUBLIC ACCOUNTING FIRM.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
               COMPENSATION.                                                     Management     Abstain     Against

05             STOCKHOLDER PROPOSAL ON SHAREHOLDER ACTION BY WRITTEN CONSENT.    Shareholder    Against     For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 105
The Gabelli Equity Income Fund

THE WASHINGTON POST COMPANY


                                                                                             
SECURITY                      939640108                                            MEETING TYPE       Annual
TICKER SYMBOL                 WPO                                                  MEETING DATE       12-May-2011
ISIN                          US9396401088                                         AGENDA             933394099 - 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       ANNE M. MULCAHY                                                          For         For


FORD MOTOR COMPANY


                                                                                             
SECURITY                      345370860                                            MEETING TYPE       Annual
TICKER SYMBOL                 F                                                    MEETING DATE       12-May-2011
ISIN                          US3453708600                                         AGENDA             933396219 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: STEPHEN G. BUTLER                           Management     For         For

1B             ELECTION OF DIRECTOR: KIMBERLY A. CASIANO                         Management     For         For

1C             ELECTION OF DIRECTOR: ANTHONY F. EARLEY, JR.                      Management     For         For

1D             ELECTION OF DIRECTOR: EDSEL B. FORD II                            Management     For         For

1E             ELECTION OF DIRECTOR: WILLIAM CLAY FORD, JR.                      Management     For         For

1F             ELECTION OF DIRECTOR: RICHARD A. GEPHARDT                         Management     For         For

1G             ELECTION OF DIRECTOR: JAMES H. HANCE, JR.                         Management     For         For

1H             ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR.                     Management     For         For

1I             ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN                        Management     For         For

1J             ELECTION OF DIRECTOR: ELLEN R. MARRAM                             Management     For         For

1K             ELECTION OF DIRECTOR: ALAN MULALLY                                Management     For         For

1L             ELECTION OF DIRECTOR: HOMER A. NEAL                               Management     For         For

1M             ELECTION OF DIRECTOR: GERALD L. SHAHEEN                           Management     For         For

1N             ELECTION OF DIRECTOR: JOHN L. THORNTON                            Management     For         For

02             RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC        Management     For         For
               ACCOUNTING FIRM.

03             SAY ON PAY - AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF      Management     Abstain     Against
               THE NAMED EXECUTIVES.

04             SAY WHEN ON PAY - AN ADVISORY VOTE ON THE FREQUENCY OF A          Management     Abstain     Against
               SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED
               EXECUTIVES.

05             RELATING TO DISCLOSURE OF THE COMPANY'S POLITICAL                 Shareholder    Against     For
               CONTRIBUTIONS.

06             RELATING TO CONSIDERATION OF A RECAPITALIZATION PLAN TO           Shareholder    Against     For
               PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING STOCK HAVE ONE
               VOTE PER SHARE.

07             RELATING TO ALLOWING HOLDERS OF 10% OF OUTSTANDING COMMON         Shareholder    Against     For
               STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS.


ST. JUDE MEDICAL, INC.

                                                                                             
SECURITY                      790849103                                            MEETING TYPE       Annual
TICKER SYMBOL                 STJ                                                  MEETING DATE       12-May-2011
ISIN                          US7908491035                                         AGENDA             933398679 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: RICHARD R. DEVENUTI                         Management     For         For

1B             ELECTION OF DIRECTOR: THOMAS H. GARRETT III                       Management     For         For

1C             ELECTION OF DIRECTOR: WENDY L. YARNO                              Management     For         For

02             ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.    Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04             TO APPROVE AMENDMENTS TO THE ST. JUDE MEDICAL, INC. 2007 STOCK    Management     Against     Against
               INCENTIVE PLAN.

05             TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL REGARDING THE     Shareholder    For         Against
               DECLASSIFICATION OF OUR BOARD OF DIRECTORS.

06             TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR             Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


BCE INC.


                                                                                             
SECURITY                      05534B760                                            MEETING TYPE       Annual
TICKER SYMBOL                 BCE                                                  MEETING DATE       12-May-2011
ISIN                          CA05534B7604                                         AGENDA             933399366 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 106
The Gabelli Equity Income Fund



                                                                                                            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       S. BROCHU                                                                For         For

               5       R.E. BROWN                                                               For         For

               6       G.A. COPE                                                                For         For

               7       A.S. FELL                                                                For         For

               8       E.C. LUMLEY                                                              For         For

               9       T.C. O'NEILL                                                             For         For

               10      R.C. SIMMONDS                                                            For         For

               11      C. TAYLOR                                                                For         For

               12      P.R. WEISS                                                               For         For

02             APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS.                 Management     For         For

03             RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE       Management     For         For
               AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE
               SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION
               DISCLOSED IN THE 2011 MANAGEMENT PROXY CIRCULAR DATED MARCH 10,
               2011 DELIVERED IN ADVANCE OF THE 2011 ANNUAL GENERAL MEETING OF
               SHAREHOLDERS OF BCE.

4A             CRITICAL MASS OF QUALIFIED WOMEN ON BOARD.                        Shareholder    Against     For

4B             EQUITY RATIO.                                                     Shareholder    Against     For

4C             ADDITIONAL INFORMATION ON COMPARATOR GROUPS.                      Shareholder    Against     For


DOMINION RESOURCES, INC.


                                                                                             
SECURITY                      25746U109                                            MEETING TYPE       Annual
TICKER SYMBOL                 D                                                    MEETING DATE       12-May-2011
ISIN                          US25746U1097                                         AGENDA             933400892 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: WILLIAM P. BARR                             Management     For         For

1B             ELECTION OF DIRECTOR: PETER W. BROWN                              Management     For         For

1C             ELECTION OF DIRECTOR: GEORGE A. DAVIDSON, JR.                     Management     For         For

1D             ELECTION OF DIRECTOR: HELEN E. DRAGAS                             Management     For         For

1E             ELECTION OF DIRECTOR: THOMAS F. FARRELL II                        Management     For         For

1F             ELECTION OF DIRECTOR: JOHN W. HARRIS                              Management     For         For

1G             ELECTION OF DIRECTOR: ROBERT S. JEPSON, JR.                       Management     For         For

1H             ELECTION OF DIRECTOR: MARK J. KINGTON                             Management     For         For

1I             ELECTION OF DIRECTOR: MARGARET A. MCKENNA                         Management     For         For

1J             ELECTION OF DIRECTOR: FRANK S. ROYAL                              Management     For         For

1K             ELECTION OF DIRECTOR: ROBERT H. SPILMAN, JR.                      Management     For         For

1L             ELECTION OF DIRECTOR: DAVID A. WOLLARD                            Management     For         For

02             RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS FOR       Management     For         For
               2011

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY")            Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE SAY ON PAY VOTE             Management     Abstain     Against

05             REPORT RELATED TO USE OF MOUNTAINTOP REMOVAL COAL MINING          Shareholder    Against     For

06             20% RENEWABLE ELECTRICITY ENERGY GENERATION BY 2024               Shareholder    Against     For

07             REPORT ON FINANCIAL RISKS OF CONTINUED RELIANCE ON COAL           Shareholder    Against     For

08             NEW NUCLEAR CONSTRUCTION                                          Shareholder    Against     For

09             POLICY FOR INDEPENDENT CHAIRMAN OF THE BOARD                      Shareholder    Against     For

10             SHAREHOLDER ACTION BY WRITTEN CONSENT                             Shareholder    Against     For

11             EXECUTIVE SUPPLEMENTAL RETIREMENT BENEFITS                        Shareholder    Against     For


AQUA AMERICA, INC.


                                                                                             
SECURITY                      03836W103                                            MEETING TYPE       Annual
TICKER SYMBOL                 WTR                                                  MEETING DATE       12-May-2011
ISIN                          US03836W1036                                         AGENDA             933405537 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       MARY C. CARROLL                                                          For         For

               2       ELLEN T. RUFF                                                            For         For

               3       MARIO MELE                                                               For         For

02             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE    Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
               FOR THE 2011 FISCAL YEAR.

03             TO RECOMMEND, BY NON-BINDING VOTE, APPROVAL OF THE COMPANY'S      Management     Abstain     Against
               EXECUTIVE COMPENSATION PROGRAMS.

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE
               "AGAINST" THE FOLLOWING PROPOSAL

05             SHAREHOLDER PROPOSAL TO DECLASSIFY THE BOARD FOR THE PURPOSE      Shareholder    Against     For
               OF DIRECTOR ELECTIONS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 107
The Gabelli Equity Income Fund

UNILEVER N.V.


                                                                                             
SECURITY                      904784709                                            MEETING TYPE       Annual
TICKER SYMBOL                 UN                                                   MEETING DATE       12-May-2011
ISIN                          US9047847093                                         AGENDA             933410730 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
02             TO ADOPT THE ANNUAL ACCOUNTS AND APPROPRIATION OF THE PROFIT      Management     For         For
               FOR THE 2010 FINANCIAL YEAR.

03             TO DISCHARGE THE EXECUTIVE DIRECTORS IN OFFICE IN THE 2010        Management     For         For
               FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.

04             TO DISCHARGE THE NON-EXECUTIVE DIRECTORS IN OFFICE IN THE 2010    Management     For         For
               FINANCIAL YEAR FOR THE FULFILMENT OF THEIR TASK.

05             TO RE-APPOINT MR P G J M POLMAN AS AN EXECUTIVE DIRECTOR.         Management     For         For

06             TO RE-APPOINT MR R J-M S HUET AS AN EXECUTIVE DIRECTOR.           Management     For         For

07             TO RE-APPOINT PROFESSOR L O FRESCO AS A NON- EXECUTIVE            Management     For         For
               DIRECTOR.

08             TO RE-APPOINT MS A M FUDGE AS A NON-EXECUTIVE DIRECTOR.           Management     For         For

09             TO RE-APPOINT MR C E GOLDEN AS A NON-EXECUTIVE DIRECTOR.          Management     For         For

10             TO RE-APPOINT DR B E GROTE AS A NON-EXECUTIVE DIRECTOR.           Management     For         For

11             TO RE-APPOINT MS H NYASULU AS A NON-EXECUTIVE DIRECTOR.           Management     For         For

12             TO RE-APPOINT THE RT HON SIR MALCOLM RIFKIND MP AS A              Management     For         For
               NON-EXECUTIVE DIRECTOR.

13             TO RE-APPOINT MR K J STORM AS A NON-EXECUTIVE DIRECTOR.           Management     For         For

14             TO RE-APPOINT MR M TRESCHOW AS A NON-EXECUTIVE DIRECTOR.          Management     For         For

15             TO RE-APPOINT MR P S WALSH AS A NON-EXECUTIVE DIRECTOR.           Management     For         For

16             TO APPOINT MR S BHARTI MITTAL AS A NON-EXECUTIVE DIRECTOR.        Management     For         For

17             TO AUTHORISE THE BOARD OF DIRECTORS TO PURCHASE ORDINARY          Management     For         For
               SHARES AND DEPOSITARY RECEIPTS THEREOF IN THE SHARE CAPITAL OF
               THE COMPANY.

18             TO REDUCE THE CAPITAL WITH RESPECT TO SHARES AND DEPOSITARY       Management     For         For
               RECEIPTS THEREOF HELD BY THE COMPANY IN ITS OWN SHARE CAPITAL.

19             TO DESIGNATE THE BOARD OF DIRECTORS AS THE COMPANY BODY           Management     For         For
               AUTHORISED TO ISSUE SHARES IN THE COMPANY.

20             TO APPOINT PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS AUDITORS    Management     For         For
               FOR THE 2011 FINANCIAL YEAR.


DEUTSCHE TELEKOM AG


                                                                                             
SECURITY                      251566105                                            MEETING TYPE       Annual
TICKER SYMBOL                 DTEGY                                                MEETING DATE       12-May-2011
ISIN                          US2515661054                                         AGENDA             933416009 - 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 MEMBERS OF       Management     For
               THE BOARD OF MANAGEMENT FOR THE 2010 FINANCIAL YEAR.

04             RESOLUTION ON THE APPROVAL OF THE ACTIONS OF DR. KLAUS            Management     For
               ZUMWINKEL, WHO RESIGNED FROM THE SUPERVISORY BOARD, FOR THE
               2008 FINANCIAL YEAR.

05             RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE MEMBERS OF       Management     For
               THE SUPERVISORY BOARD FOR THE 2010 FINANCIAL YEAR.

06             RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT AUDITOR AND      Management     For
               THE GROUP AUDITOR PURSUANT TO SECTION 318 (1) HGB FOR THE 2011
               FINANCIAL YEAR AS WELL AS THE INDEPENDENT AUDITOR TO REVIEW
               THE CONDENSED FINANCIAL STATEMENTS AND THE INTERIM MANAGEMENT
               REPORT PURSUANT  TO SECTION 37W (5), SECTION 37Y NO. 2 WPHG
               (WERTPAPIERHANDELSGESETZ - GERMAN SECURITIES TRADING ACT) IN
               THE 2011 FINANCIAL YEAR.

07             RESOLUTION ON THE AUTHORIZATION TO ACQUIRE TREASURY SHARES AND    Management     For
               USE THEM WITH POSSIBLE EXCLUSION OF SUBSCRIPTION RIGHTS AND
               ANY RIGHT TO OFFER SHARES AS WELL AS OF THE OPTION TO REDEEM
               TREASURY SHARES, REDUCING THE CAPITAL STOCK.

08             ELECTION OF A SUPERVISORY BOARD MEMBER (DR. HUBERTUS VON          Management     For
               GRUNBERG)

09             ELECTION OF A SUPERVISORY BOARD MEMBER (DR. H.C. BERNHARD         Management     For
               WALTER)

10             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH T- SYSTEMS INTERNATIONAL GMBH.

11             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DETEFLEETSERVICES GMBH.

12             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DFMG HOLDING GMBH.

13             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DETEASSEKURANZ - DEUTSCHE
               TELEKOM ASSEKURANZ- VERMITTLUNGSGESELLSCHAFT MBH.

14             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH VIVENTO CUSTOMER SERVICES
               GMBH.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 108
The Gabelli Equity Income Fund


                                                                                                
15             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT
               TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
               VIVENTO TECHNICAL SERVICES GMBH.                                  Management     For

16             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DEUTSCHE TELEKOM ACCOUNTING
               GMBH.

17             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DEUTSCHE TELEKOM TRAINING
               GMBH.

18             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH NORMA
               TELEKOMMUNIKATIONSDIENSTE GMBH.

19             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH DETEASIA HOLDING GMBH.

20             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH TRAVIATA
               TELEKOMMUNIKATIONSDIENSTE GMBH.

21             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH SCOUT24 HOLDING GMBH.

22             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH T- MOBILE WORLDWIDE HOLDING
               GMBH.

23             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH TELEKOM DEUTSCHLAND GMBH.

24             RESOLUTION REGARDING APPROVAL OF THE AMENDMENT TO THE PROFIT      Management     For
               AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING GMBH.

25             RESOLUTION ON THE AMENDMENT TO SECTION 2 OF THE ARTICLES OF       Management     For
               INCORPORATION.

26             RESOLUTION REGARDING APPROVAL OF THE SETTLEMENT AGREEMENT WITH    Management     For
               THE FORMER MEMBER OF THE BOARD OF MANAGEMENT KAI UWE RICKE.

27             RESOLUTION REGARDING APPROVAL OF THE SETTLEMENT AGREEMENT WITH    Management     For
               THE FORMER MEMBER OF THE SUPERVISORY BOARD DR. KLAUS ZUMWINKEL.


LADBROKES PLC


                                                                                             
SECURITY                      G5337D107                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       13-May-2011
ISIN                          GB00B0ZSH635                                         AGENDA             702838080 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              To receive and adopt the reports and accounts for 2010            Management     For         For

2              To declare a final dividend                                       Management     For         For

3              To appoint R I Glynn as a director                                Management     For         For

4              To appoint J M Kelly as a director                                Management     For         For

5              To re-appoint P Erskine as a director                             Management     For         For

6              To re-appoint R J Ames as a director                              Management     For         For

7              To re-appoint B G Wallace as a director                           Management     For         For

8              To re-appoint S Bailey as a director                              Management     For         For

9              To re-appoint J F Jarvis as a director                            Management     For         For

10             To re-appoint C J Rodrigues as a director                         Management     For         For

11             To re-appoint D M Shapland as a director                          Management     For         For

12             To re-appoint C P Wicks as a director                             Management     For         For

13             To re-appoint Ernst & Young LLP as auditor and to authorise       Management     For         For
               the directors to agree the auditor's remuneration

14             To approve the remuneration report                                Management     For         For

15             To authorise political donations and expenditure                  Management     For         For

16             To authorise the Company to purchase its own shares               Management     For         For

17             To authorise the directors to allot shares                        Management     For         For

18             To disapply Section 561(1) of the Companies Act 2006              Management     For         For

19             To authorise the calling of general meetings (excluding annual    Management     For         For
               general meetings) by notice of at least 14 clear days

20             To amend the share Incentive plan                                 Management     For         For

               PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE    Non-Voting
               TEXT OF THE RES-OLUTION 15 AND 16. IF YOU HAVE ALREADY SENT IN
               YOUR VOTES, PLEASE DO NOT RETUR-N THIS PROXY FORM UNLESS YOU
               DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU.


WASTE MANAGEMENT, INC.


                                                                                             
SECURITY                      94106L109                                            MEETING TYPE       Annual
TICKER SYMBOL                 WM                                                   MEETING DATE       13-May-2011
ISIN                          US94106L1098                                         AGENDA             933396168 - 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



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 109
The Gabelli Equity Income Fund


                                                                                                
02             RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
               FIRM FOR 2011.                                                    Management     For         For

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.

05             AN AMENDMENT TO THE COMPANY'S BY-LAWS TO ALLOW STOCKHOLDERS       Management     For         For
               WHO HAVE HELD AT LEAST A 25% NET LONG POSITION IN OUR COMMON
               STOCK FOR ONE YEAR TO CALL SPECIAL STOCKHOLDER MEETINGS.


WATSON PHARMACEUTICALS, INC.


                                                                                             
SECURITY                      942683103                                            MEETING TYPE       Annual
TICKER SYMBOL                 WPI                                                  MEETING DATE       13-May-2011
ISIN                          US9426831031                                         AGENDA             933399215 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MICHAEL J. FEDIDA                           Management     For         For

1B             ELECTION OF DIRECTOR: ALBERT F. HUMMEL                            Management     For         For

1C             ELECTION OF DIRECTOR: CATHERINE M. KLEMA                          Management     For         For

1D             ELECTION OF DIRECTOR: ANTHONY SELWYN TABATZNIK                    Management     For         For

02             TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S          Management     For         For
               ARTICLES OF INCORPORATION TO PROVIDE FOR THE DECLASSIFICATION OF
               THE BOARD OF DIRECTORS AND TO DELETE CERTAIN PROVISIONS FROM THE
               ARTICLES OF INCORPORATION.

03             TO APPROVE THE FOURTH AMENDMENT AND RESTATEMENT OF THE 2001       Management     Against     Against
               INCENTIVE AWARD PLAN OF WATSON PHARMACEUTICALS, INC.

04             TO TAKE AN ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED           Management     Abstain     Against
               EXECUTIVE OFFICER COMPENSATION.

05             TO TAKE AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF        Management     Abstain     Against
               FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER
               COMPENSATION.

06             TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE    Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.


TRANSOCEAN, LTD.


                                                                                             
SECURITY                      H8817H100                                            MEETING TYPE       Annual
TICKER SYMBOL                 RIG                                                  MEETING DATE       13-May-2011
ISIN                          CH0048265513                                         AGENDA             933405373 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF THE 2010 ANNUAL REPORT, INCLUDING THE CONSOLIDATED    Management     For         For
               FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2010
               AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR
               FISCAL YEAR 2010.

02             DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND            Management     For         For
               EXECUTIVE MANAGEMENT FROM LIABILITY FOR ACTIVITIES DURING
               FISCAL YEAR 2010.

03             APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2010.         Management     For         For

04             PROPOSED REALLOCATION OF FREE RESERVE TO LEGAL RESERVE,           Management     For         For
               RESERVE FROM CAPITAL CONTRIBUTIONS.

05             RESCISSION OF THE DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF     Management     For         For
               A PAR VALUE REDUCTION AS APPROVED AT THE 2010 ANNUAL GENERAL
               MEETING.

06             RELEASE AND ALLOCATION OF LEGAL RESERVE, RESERVE FROM CAPITAL     Management     For         For
               CONTRIBUTIONS, TO DIVIDEND RESERVE FROM CAPITAL CONTRIBUTIONS;
               DIVIDEND DISTRIBUTION OUT OF THE DIVIDEND RESERVE FROM CAPITAL
               CONTRIBUTIONS. IF PROPOSAL 3 AND PROPOSAL 5 ARE NOT APPROVED AS
               PROPOSED BY THE BOARD OF DIRECTORS, THERE WILL BE NO VOTE ON THIS
               PROPOSAL 6.

07             NEW AUTHORIZED SHARE CAPITAL.                                     Management     For         For

08             REDUCTION OF THE MAXIMUM NUMBER OF MEMBERS OF THE BOARD OF        Management     For         For
               DIRECTORS TO 12.

9A             ELECTION OF CLASS III DIRECTOR: JAGJEET S. BINDRA                 Management     For         For

9B             ELECTION OF CLASS III DIRECTOR: STEVE LUCAS                       Management     For         For

9C             ELECTION OF CLASS I DIRECTOR: TAN EK KIA                          Management     For         For

9D             REELECTION OF CLASS III DIRECTOR: MARTIN B. MCNAMARA              Management     For         For

9E             REELECTION OF CLASS III DIRECTOR: IAN C. STRACHAN                 Management     For         For

10             APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT     Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011 AND
               REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S
               AUDITOR FOR A FURTHER ONE-YEAR TERM.

11             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

12             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTE.    Management     Abstain     Against


TOTAL S.A.


                                                                                             
SECURITY                      89151E109                                            MEETING TYPE       Annual
TICKER SYMBOL                 TOT                                                  MEETING DATE       13-May-2011
ISIN                          US89151E1091                                         AGENDA             933432661 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 110
The Gabelli Equity Income Fund



                                                                                                            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 FRENCH             Management     For         For
               COMMERCIAL CODE

O5             AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE IN SHARES OF    Management     For         For
               THE COMPANY

O6             RENEWAL OF THE APPOINTMENT OF MS. PATRICIA BARBIZET AS A          Management     For         For
               DIRECTOR

O7             RENEWAL OF THE APPOINTMENT OF MR. PAUL DESMARAIS JR. AS A         Management     For         For
               DIRECTOR

O8             RENEWAL OF THE APPOINTMENT OF MR. CLAUDE MANDIL AS A DIRECTOR     Management     For         For

O9             APPOINTMENT OF MS. MARIE-CHRISTINE COISNE AS A DIRECTOR           Management     For         For

O10            APPOINTMENT OF MS. BARBARA KUX AS A DIRECTOR                      Management     For         For

E11            AUTHORIZATION TO GRANT RESTRICTED SHARES IN COMPANY TO            Management     For         For
               EMPLOYEES OF GROUP AND TO MANAGERS OF COMPANY OR OTHER GROUP
               COMPANIES.

A              AMENDMENT OF ARTICLE 9 OF THE COMPANY'S ARTICLES OF               Shareholder    Against     For
               ASSOCIATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY
               STATEMENT.


TRANSOCEAN, LTD.


                                                                                             
SECURITY                      H8817H100                                            MEETING TYPE       Annual
TICKER SYMBOL                 RIG                                                  MEETING DATE       13-May-2011
ISIN                          CH0048265513                                         AGENDA             933443171 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF THE 2010 ANNUAL REPORT, INCLUDING THE CONSOLIDATED    Management     For         For
               FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2010
               AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR
               FISCAL YEAR 2010.

02             DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND            Management     For         For
               EXECUTIVE MANAGEMENT FROM LIABILITY FOR ACTIVITIES DURING
               FISCAL YEAR 2010.

03             APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2010.         Management     For         For

04             PROPOSED REALLOCATION OF FREE RESERVE TO LEGAL RESERVE,           Management     For         For
               RESERVE FROM CAPITAL CONTRIBUTIONS.

05             RESCISSION OF THE DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF     Management     For         For
               A PAR VALUE REDUCTION AS APPROVED AT THE 2010 ANNUAL GENERAL
               MEETING.

06             RELEASE AND ALLOCATION OF LEGAL RESERVE, RESERVE FROM CAPITAL     Management     For         For
               CONTRIBUTIONS, TO DIVIDEND RESERVE FROM CAPITAL CONTRIBUTIONS;
               DIVIDEND DISTRIBUTION OUT OF THE DIVIDEND RESERVE FROM CAPITAL
               CONTRIBUTIONS. IF PROPOSAL 3 AND PROPOSAL 5 ARE NOT APPROVED AS
               PROPOSED BY THE BOARD OF DIRECTORS, THERE WILL BE NO VOTE ON
               THIS PROPOSAL 6.

07             NEW AUTHORIZED SHARE CAPITAL.                                     Management     For         For

08             REDUCTION OF THE MAXIMUM NUMBER OF MEMBERS OF THE BOARD OF        Management     For         For
               DIRECTORS TO 12.

9A             ELECTION OF CLASS III DIRECTOR: JAGJEET S. BINDRA                 Management     For         For

9B             ELECTION OF CLASS III DIRECTOR: STEVE LUCAS                       Management     For         For

9C             ELECTION OF CLASS I DIRECTOR: TAN EK KIA                          Management     For         For

9D             REELECTION OF CLASS III DIRECTOR: MARTIN B. MCNAMARA              Management     For         For

9E             REELECTION OF CLASS III DIRECTOR: IAN C. STRACHAN                 Management     For         For

10             APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT     Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011 AND
               REELECTION OF ERNST & YOUNG LTD., ZURICH, AS THE COMPANY'S
               AUDITOR FOR A FURTHER ONE-YEAR TERM.

11             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

12             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTE.    Management     Abstain     Against


INVESTMENT AB KINNEVIK, STOCKHOLM


                                                                                             
SECURITY                      W4832D128                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       16-May-2011
ISIN                          SE0000164600                                         AGENDA             702967881 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE
               AND EXECUTE YOUR VOTING-INSTRUCTIONS 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

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
               BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE 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

CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT          Non-Voting
               ABSTAIN AS A VALID-VOTE OPTION. THANK YOU

1              Opening of the Meeting                                            Non-Voting

2              Election of Chairman of the Annual General Meeting : lawyer       Non-Voting
               Wilhelm Luning



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 111
The Gabelli Equity Income Fund


                                                                                                
3              Preparation and approval of the voting list                       Non-Voting

4              Approval of the agenda                                            Non-Voting

5              Election of one or two persons to check and verify the minutes    Non-Voting

6              Determination of whether the Annual General Meeting has been      Non-Voting
               duly convened

7              Statement by the Chairman of the Board on the work of the         Non-Voting
               Board of Directors

8              Presentation by the Chief Executive Officer                       Non-Voting

9              Presentation of the Annual Report and Auditor's Report and of     Non-Voting
               the Group-Annual Report and the Group Auditor's Report

10             Resolution on the adoption of the Profit and Loss Statement       Management     For         For
               and the Balance Sheet and of the Group Profit and Loss
               Statement and the Group Balance Sheet

11             Resolution on the proposed treatment of the Company's             Management     For         For
               unappropriated earnings or accumulated loss as stated in the
               adopted Balance Sheet

12             Resolution on the discharge of liability of the directors of      Management     For         For
               the Board and the Chief Executive Officer

13             Determination of the number of directors of the Board             Management     For         For

14             Determination of the remuneration to the directors of the         Management     For         For
               Board and the auditor

15             The Nomination Committee proposes, for the period until the       Management     For         For
               close of the next Annual General Meeting, the re-election of
               Vigo Carlund, Wilhelm Klingspor, Erik Mitteregger, Allen
               Sangines- Krause and Cristina Stenbeck as directors of the
               Board. The Nomination Committee proposes the election of Tom
               Boardman and Dame Amelia Fawcett as new directors of the
               Board. John Hewko and Stig Nordin have informed the Nomination
               Committee that they decline re-election at the Annual General
               Meeting. The Nomination Committee proposes that the Meeting
               shall re-elect Cristina Stenbeck as Chairman of the Board of
               Directors. Furthermore, it is proposed that the Board of
               Directors at the Constituent Board Meeting appoints an Audit
               Committee, a Remuneration Committee and a New Ventures
               Committee within the Board of Directors. The Nomination
               Committee's motivated opinion regarding proposal of the Board
               of Directors is available at the Company's website,
               www.kinnevik.se

16             Approval of the procedure of the Nomination Committee             Management     For         For

17             Resolution regarding Guidelines for remuneration to the senior    Management     For         For
               executives

18.A           Resolution regarding incentive programme comprising the           Management     For         For
               following resolution: adoption of an incentive programme

18.B           Resolution regarding incentive programme comprising the           Management     For         For
               following resolution: authorisation to resolve to issue Class
               C shares

18.C           Resolution regarding incentive programme comprising the           Management     For         For
               following resolution: authorisation to resolve to repurchase
               Class C shares

18.D           Resolution regarding incentive programme comprising the           Management     For         For
               following resolution: transfer of Class B shares

19             Resolution to authorise the Board of Directors to resolve on      Management     For         For
               repurchase of own shares

20             Resolution on amendment of the Articles of Association            Management     For         For

21             Closing of the Meeting                                            Non-Voting

               PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE
               Non-Voting TEXT OF THE RES-OLUTION 15. IF YOU HAVE ALREADY SENT
               IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU
               DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


INVESTMENT AB KINNEVIK, STOCKHOLM


                                                                                             
SECURITY                      W4832D110                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       16-May-2011
ISIN                          SE0000164626                                         AGENDA             702973480 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 788740 DUE    Non-Voting
               TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT          Non-Voting
               ABSTAIN AS A VALID VO-TE OPTION. THANK YOU

CMMT           MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER               Non-Voting
               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

CMMT           IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER       Non-Voting
               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              Opening of the Meeting                                            Non-Voting

2              The Nomination Committee proposes that the lawyer Wilhelm         Non-Voting
               Luning is appointed-to be the Chairman of the Annual General
               Meeting

3              Preparation and approval of the voting list                       Non-Voting

4              Approval of the agenda                                            Non-Voting

5              Election of one or two persons to check and verify the minutes    Non-Voting

6              Determination of whether the Annual General Meeting has been      Non-Voting
               duly convened



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 112
The Gabelli Equity Income Fund


                                                                                                
7              Statement by the Chairman of the Board on the work of the Board
               of Directors                                                      Non-Voting

8              Presentation by the Chief Executive Officer                       Non-Voting

9              Presentation of the Annual Report and Auditor's Report and of     Non-Voting
               the Group Annual-Report and the Group Auditor's Report

10             Resolution on the adoption of the Profit and Loss Statement       Management     For         For
               and the Balance Sheet and of the Group Profit and Loss
               Statement and the Group Balance Sheet

11             Resolution on the proposed treatment of the Company's             Management     For         For
               unappropriated earnings or accumulated loss as stated in the
               adopted Balance Sheet

12             Resolution on the discharge of liability of the directors of      Management     For         For
               the Board and the Chief Executive Officer

13             The Nomination Committee proposes that the Board of Directors     Management     For         For
               shall consist of seven directors and no deputy directors

14             The Nomination Committee proposes that the Annual General         Management     For         For
               Meeting resolve to increase the total Board remuneration from
               SEK 3,875,000 to SEK 4,325,000 for the period until the close
               of the next Annual General Meeting in 2012. The proposal
               includes SEK 1,000,000 to be allocated to the Chairman of the
               Board, SEK 450,000 to each of the directors of the Board and
               total SEK 625,000 for the work in the committees of the Board
               of Directors. The Nomination Committee proposes that for work
               within the Audit Committee SEK 150,000 shall be allocated to
               the Chairman and SEK 75,000 to each of the other three
               members. For work within the Remuneration Committee SEK 50,000
               shall be allocated to the Chairman and SEK 25,000 to each of
               the other three members. Finally, the Nomination Committee
               proposes that for work within the New Ventures Committee SEK
               25,000 shall be allocated to each of the five members.
               Furthermore, remuneration to the auditor shall be paid in
               accordance with approved invoices

15             The Nomination Committee proposes, for the period until the       Management     For         For
               close of the next Annual General Meeting, the re-election of
               Vigo Carlund, Wilhelm Klingspor, Erik Mitteregger, Allen
               Sangines- Krause and Cristina Stenbeck as directors of the
               Board. The Nomination Committee proposes the election of Tom
               Boardman and Dame Amelia Fawcett as new directors of the
               Board. John Hewko and Stig Nordin have informed the Nomination
               Committee that they decline re-election at the Annual General
               Meeting. The Nomination Committee proposes that the Meeting
               shall re-elect Cristina Stenbeck as Chairman of the Board of
               Directors. Furthermore, it is proposed that the Board of
               Directors at the Constituent Board Meeting appoints an Audit
               Committee, a Remuneration Committee and a New Ventures
               Committee within the Board of Directors

16             Approval of the procedure of the Nomination Committee             Management     For         For

17             Resolution regarding Guidelines for remuneration to the senior    Management     For         For
               executives

18             Resolution regarding incentive programme comprising the           Management     For         For
               following resolutions: (a) adoption of an incentive programme;
               (b) authorisation to resolve to issue Class C shares; (c)
               authorisation to resolve to repurchase Class C shares; (d)
               transfer of Class B shares

19             Resolution to authorise the Board of Directors to resolve on      Management     For         For
               repurchase of own shares

20             Resolution on amendment of the Articles of Association            Management     For         For

21             Closing of the Meeting                                            Non-Voting


LEUCADIA NATIONAL CORPORATION


                                                                                             
SECURITY                      527288104                                            MEETING TYPE       Annual
TICKER SYMBOL                 LUK                                                  MEETING DATE       16-May-2011
ISIN                          US5272881047                                         AGENDA             933423509 - 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             A NON-BINDING, ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE         Management     Abstain     Against
               COMPENSATION.

03             A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management     Abstain     Against
               ADVISORY VOTES ON THE APPROVAL OF EXECUTIVE COMPENSATION.

04             TO APPROVE THE 2011 SENIOR EXECUTIVE WARRANT PLAN.                Management     For         For

05             RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS        Management     For         For
               INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR 2011.


THE CHARLES SCHWAB CORPORATION


                                                                                             
SECURITY                      808513105                                            MEETING TYPE       Annual
TICKER SYMBOL                 SCHW                                                 MEETING DATE       17-May-2011
ISIN                          US8085131055                                         AGENDA             933400486 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: FRANK C. HERRINGER                          Management     For         For

1B             ELECTION OF DIRECTOR: STEPHEN T. MCLIN                            Management     For         For

1C             ELECTION OF DIRECTOR: CHARLES R. SCHWAB                           Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 113
The Gabelli Equity Income Fund


                                                                                                
1D             ELECTION OF DIRECTOR: ROGER 0. WALTHER                            Management     For         For

1E             ELECTION OF DIRECTOR: ROBERT N. WILSON                            Management     For         For

02             RATIFICATION OF INDEPENDENT AUDITORS                              Management     For         For

03             APPROVAL OF AMENDED 2004 STOCK INCENTIVE PLAN                     Management     Against     Against

04             APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS              Management     Abstain     Against

05             FREQUENCY OF VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS    Management     Abstain     Against

06             STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS            Shareholder    Against     For

07             STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF BOARD OF       Shareholder    For         Against
               DIRECTORS


THE ALLSTATE CORPORATION


                                                                                             
SECURITY                      020002101                                            MEETING TYPE       Annual
TICKER SYMBOL                 ALL                                                  MEETING DATE       17-May-2011
ISIN                          US0200021014                                         AGENDA             933400551 - 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: ANDREA REDMOND                              Management     For         For

1G             ELECTION OF DIRECTOR: H. JOHN RILEY, JR.                          Management     For         For

1H             ELECTION OF DIRECTOR: JOSHUA I. SMITH                             Management     For         For

1I             ELECTION OF DIRECTOR: JUDITH A. SPRIESER                          Management     For         For

1J             ELECTION OF DIRECTOR: MARY ALICE TAYLOR                           Management     For         For

1K             ELECTION OF DIRECTOR: THOMAS J. WILSON                            Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2011.

03             APPROVE THE PROPOSED AMENDMENT TO THE CERTIFICATE OF              Management     For         For
               INCORPORATION GRANTING TO HOLDERS OF NOT LESS THAN 20% OF THE
               CORPORATION'S SHARES THE RIGHT TO CALL A SPECIAL MEETING OF
               STOCKHOLDERS.

04             APPROVE THE PROPOSED AMENDMENT TO THE CERTIFICATE OF              Management     For         For
               INCORPORATION DESIGNATING A FORUM FOR CERTAIN LEGAL ACTIONS.

05             ADVISORY VOTE ON THE EXECUTIVE COMPENSATION OF THE NAMED          Management     Abstain     Against
               EXECUTIVE OFFICERS.

06             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

07             STOCKHOLDER PROPOSAL SEEKING THE RIGHT FOR STOCKHOLDERS TO ACT    Shareholder    Against     For
               BY WRITTEN CONSENT.

08             STOCKHOLDER PROPOSAL SEEKING A REPORT ON POLITICAL                Shareholder    Against     For
               CONTRIBUTIONS AND PAYMENTS TO TRADE ASSOCIATIONS AND OTHER TAX
               EXEMPT ORGANIZATIONS.


EL PASO CORPORATION


                                                                                             
SECURITY                      28336L109                                            MEETING TYPE       Annual
TICKER SYMBOL                 EP                                                   MEETING DATE       17-May-2011
ISIN                          US28336L1098                                         AGENDA             933400753 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF                         Management     For         For

1B             ELECTION OF DIRECTOR: DAVID W. CRANE                              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: TIMOTHY J. PROBERT                          Management     For         For

1I             ELECTION OF DIRECTOR: STEVEN J. SHAPIRO                           Management     For         For

1J             ELECTION OF DIRECTOR: J. MICHAEL TALBERT                          Management     For         For

1K             ELECTION OF DIRECTOR: ROBERT F. VAGT                              Management     For         For

1L             ELECTION OF DIRECTOR: JOHN L. WHITMIRE                            Management     For         For

02             APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


ANADARKO PETROLEUM CORPORATION


                                                                                             
SECURITY                      032511107                                            MEETING TYPE       Annual
TICKER SYMBOL                 APC                                                  MEETING DATE       17-May-2011
ISIN                          US0325111070                                         AGENDA             933403622 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 114
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOHN R. BUTLER, JR.                         Management     For         For

1B             ELECTION OF DIRECTOR: KEVIN P. CHILTON                            Management     For         For

1C             ELECTION OF DIRECTOR: LUKE R. CORBETT                             Management     For         For

1D             ELECTION OF DIRECTOR: H. PAULETT EBERHART                         Management     For         For

1E             ELECTION OF DIRECTOR: PRESTON M. GEREN III                        Management     For         For

1F             ELECTION OF DIRECTOR: JOHN R. GORDON                              Management     For         For

1G             ELECTION OF DIRECTOR: JAMES T. HACKETT                            Management     For         For

02             RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR.   Management     For         For

03             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.            Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               NAMED EXECUTIVE OFFICER COMPENSATION.

05             STOCKHOLDER PROPOSAL- GENDER IDENTITY NON- DISCRIMINATION         Shareholder    Against     For
               POLICY.

06             STOCKHOLDER PROPOSAL- ADOPTION OF POLICY OF INDEPENDENT           Shareholder    Against     For
               DIRECTOR CHAIRMAN.

07             STOCKHOLDER PROPOSAL- ADOPTION OF POLICY ON ACCELERATED           Shareholder    Against     For
               VESTING OF EQUITY AWARDS.

08             STOCKHOLDER PROPOSAL- REPORT ON POLITICAL CONTRIBUTIONS.          Shareholder    Against     For


PNM RESOURCES, INC.


                                                                                             
SECURITY                      69349H107                                            MEETING TYPE       Annual
TICKER SYMBOL                 PNM                                                  MEETING DATE       17-May-2011
ISIN                          US69349H1077                                         AGENDA             933403925 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       ADELMO E. ARCHULETA                                                      For         For

               2       PATRICIA K. COLLAWN                                                      For         For

               3       JULIE A. DOBSON                                                          For         For

               4       ROBERT R. NORDHAUS                                                       For         For

               5       MANUEL T. PACHECO                                                        For         For

               6       BONNIE S. REITZ                                                          For         For

               7       DONALD K. SCHWANZ                                                        For         For

               8       JEFFRY E. STERBA                                                         For         For

               9       BRUCE W. WILKINSON                                                       For         For

               10      JOAN B. WOODARD                                                          For         For

02             RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT        Management     For         For
               PUBLIC ACCOUNTANTS FOR 2011.

03             APPROVE AN AMENDMENT TO OUR PERFORMANCE EQUITY PLAN.              Management     For         For

04             APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED          Management     Abstain     Against
               EXECUTIVE OFFICERS ("SAY-ON-PAY").

05             ADVISORY VOTE ON FREQUENCY OF FUTURE "SAY-ON- PAY" ADVISORY       Management     Abstain     Against
               VOTES.


JPMORGAN CHASE & CO.


                                                                                             
SECURITY                      46625H100                                            MEETING TYPE       Annual
TICKER SYMBOL                 JPM                                                  MEETING DATE       17-May-2011
ISIN                          US46625H1005                                         AGENDA             933404028 - 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 ACCOUNTING FIRM      Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE          Management     Abstain     Against
               COMPENSATION

05             APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE PLAN                 Management     Against     Against

06             POLITICAL NON-PARTISANSHIP                                        Shareholder    Against     For

07             SHAREHOLDER ACTION BY WRITTEN CONSENT                             Shareholder    Against     For

08             MORTGAGE LOAN SERVICING                                           Shareholder    Against     For

09             POLITICAL CONTRIBUTIONS                                           Shareholder    Against     For

10             GENOCIDE-FREE INVESTING                                           Shareholder    Against     For

11             INDEPENDENT LEAD DIRECTOR                                         Shareholder    Against     For


FIRSTENERGY CORP.


                                                                                             
SECURITY                      337932107                                            MEETING TYPE       Annual
TICKER SYMBOL                 FE                                                   MEETING DATE       17-May-2011
ISIN                          US3379321074                                         AGENDA             933406995 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 115
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       PAUL T. ADDISON                                                          For         For

               2       ANTHONY J. ALEXANDER                                                     For         For

               3       MICHAEL J. ANDERSON                                                      For         For

               4       DR. CAROL A. CARTWRIGHT                                                  For         For

               5       WILLIAM T. COTTLE                                                        For         For

               6       ROBERT B. HEISLER, JR.                                                   For         For

               7       JULIA L. JOHNSON                                                         For         For

               8       TED J. KLEISNER                                                          For         For

               9       ERNEST J. NOVAK, JR.                                                     For         For

               10      CATHERINE A. REIN                                                        For         For

               11      GEORGE M. SMART                                                          For         For

               12      WES M. TAYLOR                                                            For         For

               13      JESSE T. WILLIAMS, SR.                                                   For         For

02             RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED     Management     For         For
               PUBLIC ACCOUNTING FIRM

03             REDUCE THE PERCENTAGE OF SHARES REQUIRED TO CALL A SPECIAL        Management     For         For
               MEETING OF SHAREHOLDER

04             APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION            Management     Abstain     Against

05             RECOMMEND ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES ON           Management     Abstain     Against
               EXECUTIVE COMPENSATION

06             SHAREHOLDER PROPOSAL: REPORT ON COAL COMBUSTION WASTE             Shareholder    Against     For

07             SHAREHOLDER PROPOSAL: LOWER PERCENTAGE REQUIRED FOR               Shareholder    Against     For
               SHAREHOLDER ACTION BY WRITTEN CONSENT

08             SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE STANDARD FOR THE      Shareholder    Against     For
               ELECTION OF DIRECTORS

09             SHAREHOLDER PROPOSAL: REPORT ON FINANCIAL RISKS OF RELIANCE ON    Shareholder    Against     For
               COAL


NATIONAL PRESTO INDUSTRIES, INC.


                                                                                             
SECURITY                      637215104                                            MEETING TYPE       Annual
TICKER SYMBOL                 NPK                                                  MEETING DATE       17-May-2011
ISIN                          US6372151042                                         AGENDA             933409270 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       RANDY F. LIEBLE                                                          For         For

               2       JOSEPH G. STIENESSEN                                                     For         For

02             RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS NATIONAL            Management     For         For
               PRESTO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING DECEMBER 31, 2011.

03             TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION     Management     Abstain     Against
               OF NATIONAL PRESTO'S NAMED EXECUTIVE OFFICERS.

04             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY     Management     Abstain     Against
               VOTES ON EXECUTIVE COMPENSATION.


WYNN RESORTS, LIMITED


                                                                                             
SECURITY                      983134107                                            MEETING TYPE       Annual
TICKER SYMBOL                 WYNN                                                 MEETING DATE       17-May-2011
ISIN                          US9831341071                                         AGENDA             933411580 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management
               1       RUSSELL GOLDSMITH                                                        For         For

               2       ROBERT J. MILLER                                                         For         For

               3       KAZUO OKADA                                                              For         For

               4       ALLAN ZEMAN                                                              For         For

2              TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION      Management     Abstain     Against

3              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION

4              TO APPROVE AN AMENDMENT TO THE 2002 STOCK INCENTIVE PLAN          Management     For         For

5              TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF ERNST & YOUNG,     Management     For         For
               LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY AND ALL OF ITS
               SUBSIDIARIES FOR 2011

6              TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING A DIRECTOR            Shareholder    Against     For
               ELECTION MAJORITY VOTE STANDARD; AND


ROYAL DUTCH SHELL PLC


                                                                                             
SECURITY                      780259206                                            MEETING TYPE       Annual
TICKER SYMBOL                 RDSA                                                 MEETING DATE       17-May-2011
ISIN                          US7802592060                                         AGENDA             933426036 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 116
The Gabelli Equity Income Fund



                                                                                                            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 LINDA G. STUNTZ AS A DIRECTOR OF THE COMPANY       Management     For         For

4A             RE-APPOINTMENT OF DIRECTOR: JOSEF ACKERMANN                       Management     For         For

4B             RE-APPOINTMENT OF DIRECTOR: MALCOLM BRINDED                       Management     For         For

4C             RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT                           Management     For         For

4D             RE-APPOINTMENT OF DIRECTOR: SIMON HENRY                           Management     For         For

4E             RE-APPOINTMENT OF DIRECTOR: CHARLES O. HOLLIDAY                   Management     For         For

4F             RE-APPOINTMENT OF DIRECTOR: LORD KERR OF KINLOCHARD               Management     For         For

4G             RE-APPOINTMENT OF DIRECTOR: GERARD KLEISTERLEE                    Management     For         For

4H             RE-APPOINTMENT OF DIRECTOR: CHRISTINE MORIN- POSTEL               Management     For         For

4I             RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA                          Management     For         For

4J             RE-APPOINTMENT OF DIRECTOR: JEROEN VAN DER VEER                   Management     For         For

4K             RE-APPOINTMENT OF DIRECTOR: PETER VOSER                           Management     For         For

4L             RE-APPOINTMENT OF DIRECTOR: HANS WIJERS                           Management     For         For

05             RE-APPOINTMENT OF AUDITORS                                        Management     For         For

06             REMUNERATION OF AUDITORS                                          Management     For         For

07             AUTHORITY TO ALLOT SHARES                                         Management     For         For

08             DISAPPLICATION OF PRE-EMPTION RIGHTS                              Management     For         For

09             AUTHORITY TO PURCHASE OWN SHARES                                  Management     For         For

10             AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE                   Management     For         For


TELEFONICA, S.A.


                                                                                             
SECURITY                      879382208                                            MEETING TYPE       Annual
TICKER SYMBOL                 TEF                                                  MEETING DATE       17-May-2011
ISIN                          US8793822086                                         AGENDA             933445757 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE INDIVIDUAL        Management     For         For
               ANNUAL ACCOUNTS, THE CONSOLIDATED FINANCIAL STATEMENTS
               (CONSOLIDATED ANNUAL ACCOUNTS) AND THE MANAGEMENT REPORT OF
               TELEFONICA, S.A AND OF ITS CONSOLIDATED GROUP OF COMPANIES, AS
               WELL AS OF THE PROPOSED ALLOCATION OF THE PROFITS/LOSSES OF
               TELEFONICA, S.A. AND THE MANAGEMENT OF ITS BOARD OF DIRECTORS,
               ALL WITH RESPECT TO FISCAL YEAR 2010.

02             COMPENSATION OF SHAREHOLDERS: DISTRIBUTION OF DIVIDENDS TO BE     Management     For         For
               CHARGED TO UNRESTRICTED RESERVES.

3A             AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES 1, 6.2, 7, 14,    Management     For         For
               16.1, 17.4, 18.4, 31 BIS AND 36 OF THE BY-LAWS FOR ADJUSTMENT
               THEREOF TO THE LATEST LEGISLATIVE DEVELOPMENTS.

3B             AMENDMENT OF THE BY-LAWS: ADDITION OF A NEW PARAGRAPH 5 TO        Management     For         For
               ARTICLE 16 OF THE BY-LAWS.

3C             AMENDMENT OF THE BY-LAWS: ADDITION OF A NEW ARTICLE 26 BIS TO     Management     For         For
               THE BY-LAWS.

4A             AMENDMENT OF THE REGULATIONS FOR THE GENERAL SHAREHOLDERS'        Management     For         For
               MEETING: AMENDMENT OF ARTICLES 5, 8.1, 11 AND 13.1 OF THE
               REGULATIONS FOR THE GENERAL SHAREHOLDERS' MEETING FOR
               ADJUSTMENT TO THE LATEST LEGISLATIVE DEVELOPMENTS.

4B             AMENDMENT OF THE REGULATIONS FOR THE GENERAL SHAREHOLDERS'        Management     For         For
               MEETING: AMENDMENT OF ARTICLE 14.1 OF THE REGULATIONS FOR THE
               GENERAL SHAREHOLDERS' MEETING.

5A             RE-ELECTION OF MR. ISIDRO FAINE CASAS.                            Management     For         For

5B             RE-ELECTION OF MR. VITALINO MANUEL NAFRIA AZNAR.                  Management     For         For

5C             RE-ELECTION OF MR. JULIO LINARES LOPEZ.                           Management     For         For

5D             RE-ELECTION OF MR. DAVID ARCULUS.                                 Management     For         For

5E             RE-ELECTION OF MR. CARLOS COLOMER CASELLAS.                       Management     For         For

5F             RE-ELECTION OF MR. PETER ERSKINE.                                 Management     For         For

5G             RE-ELECTION OF MR. ALFONSO FERRARI HERRERO.                       Management     For         For

5H             RE-ELECTION OF MR. ANTONIO MASSANELL LAVILLA.                     Management     For         For

5I             APPOINTMENT OF MR. CHANG XIAOBING.                                Management     For         For

06             AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO INCREASE       Management     For         For
               THE SHARE CAPITAL PURSUANT TO THE TERMS AND CONDITIONS OF
               SECTION 297.1.B) OF THE COMPANIES ACT, OVER A MAXIMUM PERIOD
               OF FIVE YEARS, DELEGATING THE POWER TO EXCLUDE PRE- EMPTIVE
               RIGHTS PURSUANT TO SECTION 506 OF THE COMPANIES ACT.

07             RE-ELECTION OF THE AUDITOR FOR FISCAL YEAR 2011.                  Management     For         For

08             LONG-TERM INCENTIVE PLAN BASED ON SHARES OF TELEFONICA, S.A.      Management     For         For
               APPROVAL OF A LONG-TERM INCENTIVE PLAN CONSISTING OF THE
               DELIVERY OF SHARES OF TELEFONICA, S.A. AIMED AT MEMBERS OF
               THE EXECUTIVE TEAM OF THE TELEFONICA GROUP (INCLUDING
               EXECUTIVE DIRECTORS).



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 117
The Gabelli Equity Income Fund


                                                                                                
09             RESTRICTED SHARE PLAN OF TELEFONICA, S.A. APPROVAL
               OF A LONG-TERM INCENTIVE RESTRICTED PLAN
               CONSISTING OF THE DELIVERY OF SHARES OF
               TELEFONICA, S.A. AIMED AT EMPLOYEES AND EXECUTIVE
               PERSONNEL AND LINKED TO THEIR CONTINUED
               EMPLOYMENT IN THE TELEFONICA GROUP.                               Management     For         For

10             GLOBAL INCENTIVE SHARE PURCHASE PLAN OF TELEFONICA, S.A.          Management     For         For
               APPROVAL OF AN INCENTIVE SHARE PURCHASE GLOBAL PLAN FOR THE
               EMPLOYEES OF THE TELEFONICA GROUP.

11             DELEGATION OF POWERS TO FORMALIZE, INTERPRETS, CORRECT AND        Management     For         For
               IMPLEMENT THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE
               GENERAL SHAREHOLDERS' MEETING.


RHODIA

                                                                                             
SECURITY                      F7813K523                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       18-May-2011
ISIN                          FR0010479956                                         AGENDA             703016522 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 800629 DUE    Non-Voting
               TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
               MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT
               ON THIS MEETING NOTICE. THANK YOU.

CMMT           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.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               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 ap-plies
               to Non- Resident Shareowners: Proxy Cards: Voting instructions
               will be fo- rwarded to the Global Custodians that have become
               Registered Intermediaries, o-n the Vote Deadline Date. In
               capacity as Registered Intermediary, the Global C-ustodian
               will sign the Proxy Card and forward to the local custodian.
               If you a-re unsure whether your Global Custodian acts as
               Registered Intermediary, pleas-e contact your representative

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK:
               https://balo.journal-
               officiel.gouv.fr/pdf/2011/-0422/201104221101446.pdf

O.1            Approval of the corporate financial statements for the            Management     For         For
               financial year 2010

O.2            Approval of the consolidated financial statements for the         Management     For         For
               financial year 2010

O.3            Allocation of income for the financial year ended December 31,    Management     For         For
               2010 and setting the dividend

O.4            Option for payment of dividend in shares                          Management     For         For

O.5            Authorization to be granted to the Board of Directors to trade    Management     For         For
               the Company's shares

E.6            Authorization to be granted to the Board of Directors to          Management     For         For
               reduce capital by cancellation of treasury shares

E.7            Delegation of authority granted to the Board of Directors to      Management     For         For
               increase capital by issuing shares and/or securities providing
               access to capital, issued by the Company in favor of members
               of a company savings plan

E.8            Delegation of authority granted to the Board of Directors to      Management     For         For
               increase capital by issuing shares and/or securities providing
               access to capital, issued by the Company reserved for
               employees of foreign companies of Rhodia Group, outside of a
               company savings plan

E.9            Powers                                                            Management     For         For


TENNECO INC.


                                                                                             
SECURITY                      880349105                                            MEETING TYPE       Annual
TICKER SYMBOL                 TEN                                                  MEETING DATE       18-May-2011
ISIN                          US8803491054                                         AGENDA             933400640 - 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: HARI N. NAIR                                Management     For         For

1D             ELECTION OF DIRECTOR: ROGER B. PORTER                             Management     For         For

1E             ELECTION OF DIRECTOR: DAVID B. PRICE, JR.                         Management     For         For

1F             ELECTION OF DIRECTOR: GREGG M. SHERRILL                           Management     For         For

1G             ELECTION OF DIRECTOR: PAUL T. STECKO                              Management     For         For

1H             ELECTION OF DIRECTOR: MITSUNOBU TAKEUCHI                          Management     For         For

1I             ELECTION OF DIRECTOR: JANE L. WARNER                              Management     For         For

02             APPROVE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS              Management     For         For
               INDEPENDENT PUBLIC ACCOUNTANTS FOR 2011.

03             APPROVE EXECUTIVE COMPENSATION IN AN ADVISORY VOTE.               Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.


FIDELITY NAT'L INFORMATION SERVICES INC


                                                                                             
SECURITY                      31620M106                                            MEETING TYPE       Annual
TICKER SYMBOL                 FIS                                                  MEETING DATE       18-May-2011
ISIN                          US31620M1062                                         AGENDA             933405804 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 118
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: DAVID K. HUNT                               Management     For         For

1B             ELECTION OF DIRECTOR: RICHARD N. MASSEY                           Management     For         For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT          Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.

03             ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC.     Management     Abstain     Against
               2010 EXECUTIVE COMPENSATION.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER     Management     For         For
               THE FIS ANNUAL INCENTIVE PLAN.


CENTURYLINK, INC.


                                                                                             
SECURITY                      156700106                                            MEETING TYPE       Annual
TICKER SYMBOL                 CTL                                                  MEETING DATE       18-May-2011
ISIN                          US1567001060                                         AGENDA             933407238 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              DIRECTOR                                                          Management
               1       VIRGINIA BOULET                                                          For         For

               2       PETER C. BROWN                                                           For         For

               3       RICHARD A. GEPHARDT                                                      For         For

               4       GREGORY J. MCCRAY                                                        For         For

               5       MICHAEL J. ROBERTS                                                       For         For

2              RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITOR     Management     For         For
               FOR 2011.

3              APPROVE OUR 2011 EQUITY INCENTIVE PLAN.                           Management     Against     Against

4A             ADVISORY VOTE REGARDING OUR EXECUTIVE COMPENSATION.               Management     Abstain     Against

4B             ADVISORY VOTE REGARDING THE FREQUENCY OF OUR EXECUTIVE            Management     Abstain     Against
               COMPENSATION VOTES.

5A             SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORTS.   Shareholder    Against     For

5B             SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION.            Shareholder    Against     For


STATE STREET CORPORATION


                                                                                             
SECURITY                      857477103                                            MEETING TYPE       Annual
TICKER SYMBOL                 STT                                                  MEETING DATE       18-May-2011
ISIN                          US8574771031                                         AGENDA             933410108 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: K. BURNES                                   Management     For         For

1B             ELECTION OF DIRECTOR: P. COYM                                     Management     For         For

1C             ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN                          Management     For         For

1D             ELECTION OF DIRECTOR: A. FAWCETT                                  Management     For         For

1E             ELECTION OF DIRECTOR: D. GRUBER                                   Management     For         For

1F             ELECTION OF DIRECTOR: L. HILL                                     Management     For         For

1G             ELECTION OF DIRECTOR: J. HOOLEY                                   Management     For         For

1H             ELECTION OF DIRECTOR: R. KAPLAN                                   Management     For         For

1I             ELECTION OF DIRECTOR: C. LAMANTIA                                 Management     For         For

1J             ELECTION OF DIRECTOR: R. SERGEL                                   Management     For         For

1K             ELECTION OF DIRECTOR: R. SKATES                                   Management     For         For

1L             ELECTION OF DIRECTOR: G. SUMME                                    Management     For         For

1M             ELECTION OF DIRECTOR: R. WEISSMAN                                 Management     For         For

02             TO APPROVE AN ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION         Management     Abstain     Against

03             TO APPROVE AN ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE        Management     Abstain     Against
               ADVISORY PROPOSALS ON EXECUTIVE COMPENSATION

04             TO APPROVE THE 2011 SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN        Management     For         For

05             TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS STATE STREET'S    Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
               ENDING DECEMBER 31, 2011

06             TO ACT ON A SHAREHOLDER PROPOSAL RELATING TO DISCLOSURE OF        Shareholder    Against     For
               CERTAIN POLITICAL CONTRIBUTIONS


HENRY SCHEIN, INC.


                                                                                             
SECURITY                      806407102                                            MEETING TYPE       Annual
TICKER SYMBOL                 HSIC                                                 MEETING DATE       18-May-2011
ISIN                          US8064071025                                         AGENDA             933410639 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              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



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 119
The Gabelli Equity Income Fund


                                                                                                
               5       STEVEN PALADINO                                                          For         For

               6       BARRY J ALPERIN                                                          For         For

               7       PAUL BRONS                                                               For         For

               8       DONALD J KABAT                                                           For         For

               9       PHILIP A LASKAWY                                                         For         For

               10      KARYN MASHIMA                                                            For         For

               11      NORMAN S MATTHEWS                                                        For         For

               12      BRADLEY T SHEARES, PHD                                                   For         For

               13      LOUIS W SULLIVAN, MD                                                     For         For

2              PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK INCENTIVE PLAN.        Management     For         For

3              PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE 2010                Management     Abstain     Against
               COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.

4              PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF      Management     Abstain     Against
               FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

5              PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP AS THE           Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 2011.


MINERALS TECHNOLOGIES INC.


                                                                                             
SECURITY                      603158106                                            MEETING TYPE       Annual
TICKER SYMBOL                 MTX                                                  MEETING DATE       18-May-2011
ISIN                          US6031581068                                         AGENDA             933412417 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       PAULA H.J. CHOLMONDELEY                                                  For         For

               2       DUANE R. DUNHAM                                                          For         For

               3       STEVEN J. GOLUB                                                          For         For

02             RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT             Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY EXECUTIVE       Management     Abstain     Against
               COMPENSATION VOTES.


SCRIPPS NETWORKS INTERACTIVE, INC.


                                                                                             
SECURITY                      811065101                                            MEETING TYPE       Annual
TICKER SYMBOL                 SNI                                                  MEETING DATE       18-May-2011
ISIN                          US8110651010                                         AGENDA             933414396 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       DAVID A. GALLOWAY                                                        For         For

               2       DALE C. POND                                                             For         For

               3       RONALD W. TYSOE                                                          For         For


MORGAN STANLEY


                                                                                             
SECURITY                      617446448                                            MEETING TYPE       Annual
TICKER SYMBOL                 MS                                                   MEETING DATE       18-May-2011
ISIN                          US6174464486                                         AGENDA             933423915 - 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: JAMES P. GORMAN                             Management     For         For

1E             ELECTION OF DIRECTOR: JAMES H. HANCE, JR.                         Management     For         For

1F             ELECTION OF DIRECTOR: C. ROBERT KIDDER                            Management     For         For

1G             ELECTION OF DIRECTOR: JOHN J. MACK                                Management     For         For

1H             ELECTION OF DIRECTOR: DONALD T. NICOLAISEN                        Management     For         For

1I             ELECTION OF DIRECTOR: HUTHAM S. OLAYAN                            Management     For         For

1J             ELECTION OF DIRECTOR: JAMES W. OWENS                              Management     For         For

1K             ELECTION OF DIRECTOR: O. GRIFFITH SEXTON                          Management     For         For

1L             ELECTION OF DIRECTOR: MASAAKI TANAKA                              Management     For         For

1M             ELECTION OF DIRECTOR: LAURA D. TYSON                              Management     For         For

02             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS             Management     For         For
               INDEPENDENT AUDITOR

03             TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION PLAN              Management     Against     Against

04             TO APPROVE THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE     Management     Abstain     Against
               PROXY STATEMENT (NON-BINDING ADVISORY RESOLUTION)

05             TO VOTE ON THE FREQUENCY OF HOLDING A NON- BINDING ADVISORY       Management     Abstain     Against
               VOTE ON THE COMPENSATION OF EXECUTIVES AS DISCLOSED IN THE
               PROXY STATEMENT (NON-BINDING ADVISORY VOTE)



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 120
The Gabelli Equity Income Fund

DENBURY RESOURCES INC.


                                                                                             
SECURITY                      247916208                                            MEETING TYPE       Annual
TICKER SYMBOL                 DNR                                                  MEETING DATE       18-May-2011
ISIN                          US2479162081                                         AGENDA             933436037 - 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       PHIL RYKHOEK                                                             For         For

               9       RANDY STEIN                                                              For         For

02             PROPOSAL TO APPROVE THE COMPANY'S ADVISORY, NON- BINDING          Management     Abstain     Against
               RESOLUTION ON EXECUTIVE COMPENSATION.

03             PROPOSAL TO VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON         Management     Abstain     Against
               EXECUTIVE COMPENSATION PROSPECTIVELY.

04             PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED FOR USE        Management     For         For
               UNDER OUR EMPLOYEE STOCK PURCHASE PLAN.

05             PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF      Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS DENBURY'S INDEPENDENT AUDITOR
               FOR 2011.


PETROCHINA COMPANY LIMITED


                                                                                             
SECURITY                      71646E100                                            MEETING TYPE       Annual
TICKER SYMBOL                 PTR                                                  MEETING DATE       18-May-2011
ISIN                          US71646E1001                                         AGENDA             933436316 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF DIRECTORS      Management     For         For
               OF THE COMPANY FOR THE YEAR 2010.

02             TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY             Management     For         For
               COMMITTEE OF THE COMPANY FOR THE YEAR 2010.

03             TO CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS OF       Management     For         For
               THE COMPANY FOR THE YEAR 2010.

04             TO CONSIDER AND APPROVE THE DECLARATION AND PAYMENT OF THE        Management     For         For
               FINAL DIVIDENDS FOR THE YEAR ENDED 31 DECEMBER 2010 IN THE
               AMOUNT AND IN THE MANNER RECOMMENDED BY THE BOARD OF DIRECTORS.

05             TO CONSIDER AND APPROVE THE AUTHORISATION OF THE BOARD OF         Management     For         For
               DIRECTORS TO DETERMINE THE DISTRIBUTION OF INTERIM DIVIDENDS
               FOR THE YEAR 2011.

06             TO CONSIDER AND APPROVE THE CONTINUATION OF APPOINTMENT OF        Management     For         For
               PRICEWATERHOUSECOOPERS, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
               INTERNATIONAL AUDITORS OF THE COMPANY AND PRICEWATERHOUSECOOPERS
               ZHONG TIAN CPAS COMPANY LIMITED, CERTIFIED PUBLIC ACCOUNTANTS,
               AS THE DOMESTIC AUDITORS OF THE COMPANY, FOR THE YEAR 2011 AND
               TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION.

7A             TO CONSIDER AND APPROVE THE ELECTION OF MR JIANG JIEMIN AS        Management     For         For
               DIRECTOR OF THE COMPANY.

7B             TO CONSIDER AND APPROVE THE ELECTION OF MR ZHOU JIPING AS         Management     For         For
               DIRECTOR OF THE COMPANY.

7C             TO CONSIDER AND APPROVE THE ELECTION OF MR WANG YILIN AS          Management     For         For
               DIRECTOR OF THE COMPANY.

7D             TO CONSIDER AND APPROVE THE ELECTION OF MR LI XINHUA AS           Management     For         For
               DIRECTOR OF THE COMPANY.

7E             TO CONSIDER AND APPROVE THE ELECTION OF MR LIAO YONGYUAN AS       Management     For         For
               DIRECTOR OF THE COMPANY.

7F             TO CONSIDER AND APPROVE THE ELECTION OF MR WANG GUOLIANG AS       Management     For         For
               DIRECTOR OF THE COMPANY.

7G             TO CONSIDER AND APPROVE THE ELECTION OF MR WANG DONGJIN AS        Management     For         For
               DIRECTOR OF THE COMPANY.

7H             TO CONSIDER AND APPROVE THE ELECTION OF MR YU BAOCAI AS           Management     For         For
               DIRECTOR OF THE COMPANY.

7I             TO CONSIDER AND APPROVE THE ELECTION OF MR RAN XINQUAN AS         Management     For         For
               DIRECTOR OF THE COMPANY.

7J             TO CONSIDER AND APPROVE THE ELECTION OF MR LIU HONGRU AS          Management     For         For
               INDEPENDENT DIRECTOR OF THE COMPANY.

7K             TO CONSIDER AND APPROVE THE ELECTION OF MR FRANCO BERNABE AS      Management     For         For
               INDEPENDENT DIRECTOR OF THE COMPANY.

7L             TO CONSIDER AND APPROVE THE ELECTION OF MR LI YONGWU AS           Management     For         For
               INDEPENDENT DIRECTOR OF THE COMPANY.

7M             TO CONSIDER AND APPROVE THE ELECTION OF MR CUI JUNHUI AS          Management     For         For
               INDEPENDENT DIRECTOR OF THE COMPANY.

7N             TO CONSIDER AND APPROVE THE ELECTION OF MR CHEN ZHIWU AS          Management     For         For
               INDEPENDENT DIRECTOR OF THE COMPANY.

8A             TO CONSIDER AND APPROVE THE ELECTION OF MR CHEN MING AS           Management     For         For
               SUPERVISOR OF THE COMPANY.

8B             TO CONSIDER AND APPROVE THE ELECTION OF MR GUO JINPING AS         Management     For         For
               SUPERVISOR OF THE COMPANY.

8C             TO CONSIDER AND APPROVE THE ELECTION OF MR WEN QINGSHAN AS        Management     For         For
               SUPERVISOR OF THE COMPANY.

8D             TO CONSIDER AND APPROVE THE ELECTION OF MR SUN XIANFENG AS        Management     For         For
               SUPERVISOR OF THE COMPANY.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 121
The Gabelli Equity Income Fund


                                                                                                
8E             TO CONSIDER AND APPROVE THE ELECTION OF MR LI
               YUAN AS INDEPENDENT SUPERVISOR OF THE COMPANY.                    Management     For         For

8F             TO CONSIDER AND APPROVE THE ELECTION OF MR WANG DAOCHENG AS       Management     For         For
               INDEPENDENT SUPERVISOR OF THE COMPANY.

S9             TO CONSIDER AND APPROVE, BY WAY OF SPECIAL RESOLUTION, TO         Management     For         For
               GRANT A GENERAL MANDATE TO THE BOARD OF DIRECTORS TO
               SEPARATELY OR CONCURRENTLY ISSUE, ALLOT AND DEAL WITH
               ADDITIONAL DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES
               IN THE COMPANY NOT EXCEEDING 20% OF EACH OF ITS EXISTING
               DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES OF THE
               COMPANY IN ISSUE.

S10            TO CONSIDER AND APPROVE, BY WAY OF SPECIAL RESOLUTION, TO         Management     For         For
               UNCONDITIONALLY GRANT A GENERAL MANDATE TO DETERMINE AND
               HANDLE THE ISSUE OF DEBT OF FINANCING INSTRUMENTS OF THE
               COMPANY IN THE OUTSTANDING BALANCE AMOUNT OF UP TO RMB100
               BILLION, UPON SUCH TERMS AND CONDITIONS TO BE DETERMINED
               BY THE BOARD OF
               DIRECTORS.


TELEKOM AUSTRIA AG, WIEN


                                                                                             
SECURITY                      A8502A102                                            MEETING TYPE       Ordinary General Meeting
TICKER SYMBOL                                                                      MEETING DATE       19-May-2011
ISIN                          AT0000720008                                         AGENDA             702974735 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Presentation annual report                                        Management     For         For

2              Approval of usage of earnings                                     Management     For         For

3              Approval of discharge of bod                                      Management     For         For

4              Approval of discharge of supervisory Board                        Management     For         For

5              Approval of remuneration of supervisory Board                     Management     For         For

6              Election auditor                                                  Management     For         For

7              Election to the supervisory Board (split)                         Management     For         For

8              Report on buy back of own shs                                     Management     For         For

9              Approval of buyback                                               Management     For         For

               PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE
               Non-Voting TEXT OF THE RES-OLUTION 9. IF YOU HAVE ALREADY SENT
               IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS
               YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


DR PEPPER SNAPPLE GROUP,INC.


                                                                                             
SECURITY                      26138E109                                            MEETING TYPE       Annual
TICKER SYMBOL                 DPS                                                  MEETING DATE       19-May-2011
ISIN                          US26138E1091                                         AGENDA             933393782 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JOYCE M. ROCHE                              Management     For         For

1B             ELECTION OF DIRECTOR: WAYNE R. SANDERS                            Management     For         For

1C             ELECTION OF DIRECTOR: JACK L. STAHL                               Management     For         For

1D             ELECTION OF DIRECTOR: LARRY D. YOUNG                              Management     For         For

02             TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE AS THE             Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

03             RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY'S NAMED       Management     Abstain     Against
               EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE COMPENSATION
               DISCLOSURE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
               COMMISSION, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS,
               COMPENSATION TABLES AND THE NARRATIVE DISCUSSION IS HEREBY
               APPROVED.

04             TO VOTE, ON AN ADVISORY (NON-BINDING) BASIS, ON THE FREQUENCY     Management     Abstain     Against
               OF THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S
               NAMED EXECUTIVE OFFICERS. STOCKHOLDERS MAY CHOOSE TO APPROVE
               HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
               EXECUTIVE OFFICERS EVERY YEAR, EVERY TWO YEARS OR EVERY THREE
               YEARS OR STOCKHOLDERS MAY ABSTAIN FROM VOTING.


OGE ENERGY CORP.


                                                                                             
SECURITY                      670837103                                            MEETING TYPE       Annual
TICKER SYMBOL                 OGE                                                  MEETING DATE       19-May-2011
ISIN                          US6708371033                                         AGENDA             933395130 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       KIRK HUMPHREYS                                                           For         For

               2       LINDA PETREE LAMBERT                                                     For         For

               3       LEROY C. RICHIE                                                          For         For

02             AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION TO         Management     For         For
               INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
               125,000,000 TO 225,000,000.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE     Management     Abstain     Against
               COMPENSATION.

05             RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
               LLP AS THE COMPANY'S PRINCIPAL INDEPENDENT
               ACCOUNTANTS FOR 2011.                                             Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 122
The Gabelli Equity Income Fund

RAYONIER INC.


                                                                                             
SECURITY                      754907103                                            MEETING TYPE       Annual
TICKER SYMBOL                 RYN                                                  MEETING DATE       19-May-2011
ISIN                          US7549071030                                         AGENDA             933401298 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: PAUL G. BOYNTON                             Management     For         For

1B             ELECTION OF DIRECTOR: MARK E. GAUMOND                             Management     For         For

1C             ELECTION OF DIRECTOR: DAVID W. OSKIN                              Management     For         For

02             APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION OF OUR       Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT

03             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE        Management     Abstain     Against
               NON-BINDING VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS

04             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY

05             APPROVAL OF A SHAREHOLDER PROPOSAL ASKING THE BOARD TO TAKE       Shareholder    Against     For
               THE STEPS NECESSARY TO ELIMINATE ITS CLASSIFIED STRUCTURE


HALLIBURTON COMPANY


                                                                                             
SECURITY                      406216101                                            MEETING TYPE       Annual
TICKER SYMBOL                 HAL                                                  MEETING DATE       19-May-2011
ISIN                          US4062161017                                         AGENDA             933402668 - 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: N.K. DICCIANI                               Management     For         For

1E             ELECTION OF DIRECTOR: S.M. GILLIS                                 Management     For         For

1F             ELECTION OF DIRECTOR: A.S. JUM'AH                                 Management     For         For

1G             ELECTION OF DIRECTOR: D.J. LESAR                                  Management     For         For

1H             ELECTION OF DIRECTOR: R.A. MALONE                                 Management     For         For

1I             ELECTION OF DIRECTOR: J.L. MARTIN                                 Management     For         For

1J             ELECTION OF DIRECTOR: D.L. REED                                   Management     For         For

02             PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS.           Management     For         For

03             PROPOSAL FOR ADVISORY VOTE ON EXECUTIVE COMPENSATION.             Management     Abstain     Against

04             PROPOSAL FOR ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY        Management     Abstain     Against
               VOTE ON EXECUTIVE COMPENSATION.

05             PROPOSAL ON HUMAN RIGHTS POLICY.                                  Shareholder    Against     For

06             PROPOSAL ON POLITICAL CONTRIBUTIONS.                              Shareholder    Against     For


INTEL CORPORATION


                                                                                             
SECURITY                      458140100                                            MEETING TYPE       Annual
TICKER SYMBOL                 INTC                                                 MEETING DATE       19-May-2011
ISIN                          US4581401001                                         AGENDA             933403812 - 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: FRANK D. YEARY                              Management     For         For

1J             ELECTION OF DIRECTOR: DAVID B. YOFFIE                             Management     For         For

02             RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR             Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR CURRENT YEAR

03             AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE PLAN         Management     Against     Against

04             AMENDMENT AND EXTENSION OF THE 2006 STOCK PURCHASE PLAN           Management     For         For

05             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

06             ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY         Management     Abstain     Against
               VOTES ON EXECUTIVE COMPENSATION


FLOWSERVE CORPORATION


                                                                                             
SECURITY                      34354P105                                            MEETING TYPE       Annual
TICKER SYMBOL                 FLS                                                  MEETING DATE       19-May-2011
ISIN                          US34354P1057                                         AGENDA             933404129 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 123
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       JOHN R. FRIEDERY                                                         For         For

               2       JOE E. HARLAN                                                            For         For

               3       MICHAEL F. JOHNSTON                                                      For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING THE ADVISORY VOTE    Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.

04             APPROVE AN AMENDMENT TO ARTICLE EIGHTH OF THE AMENDED AND         Management     For         For
               RESTATED CERTIFICATE OF INCORPORATION.

05             APPROVE AN AMENDMENT TO ARTICLE NINTH OF THE AMENDED AND          Management     For         For
               RESTATED CERTIFICATE OF INCORPORATION.

06             RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE     Management     For         For
               AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
               FOR 2011.


ALTRIA GROUP, INC.


                                                                                             
SECURITY                      02209S103                                            MEETING TYPE       Annual
TICKER SYMBOL                 MO                                                   MEETING DATE       19-May-2011
ISIN                          US02209S1033                                         AGENDA             933406046 - 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: JOHN T. CASTEEN III                         Management     For         For

1D             ELECTION OF DIRECTOR: DINYAR S. DEVITRE                           Management     For         For

1E             ELECTION OF DIRECTOR: THOMAS F. FARRELL II                        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 REGISTERED PUBLIC    Management     For         For
               ACCOUNTING FIRM.

03             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED          Management     Abstain     Against
               EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE    Management     Abstain     Against
               COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. ***THE
               BOARD OF DIRECTORS DOES NOT HAVE A RECOMMENDATION FOR VOTING
               ON THIS PROPOSAL.  IF NO SPECIFICATION IS MADE, THIS PROPOSAL
               WILL BE VOTED ABSTAIN.***

05             SHAREHOLDER PROPOSAL - ADDRESS CONCERNS REGARDING TOBACCO         Shareholder    Against     For
               FLAVORING.


MARSH & MCLENNAN COMPANIES, INC.


                                                                                             
SECURITY                      571748102                                            MEETING TYPE       Annual
TICKER SYMBOL                 MMC                                                  MEETING DATE       19-May-2011
ISIN                          US5717481023                                         AGENDA             933406779 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ZACHARY W. CARTER                           Management     For         For

1B             ELECTION OF DIRECTOR: BRIAN DUPERREAULT                           Management     For         For

1C             ELECTION OF DIRECTOR: OSCAR FANJUL                                Management     For         For

1D             ELECTION OF DIRECTOR: H. EDWARD HANWAY                            Management     For         For

1E             ELECTION OF DIRECTOR: LORD LANG OF MONKTON                        Management     For         For

1F             ELECTION OF DIRECTOR: STEVEN A. MILLS                             Management     For         For

1G             ELECTION OF DIRECTOR: BRUCE P. NOLOP                              Management     For         For

1H             ELECTION OF DIRECTOR: MARC D. OKEN                                Management     For         For

1I             ELECTION OF DIRECTOR: MORTON O. SCHAPIRO                          Management     For         For

1J             ELECTION OF DIRECTOR: ADELE SIMMONS                               Management     For         For

1K             ELECTION OF DIRECTOR: LLOYD M. YATES                              Management     For         For

02             RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC        Management     For         For
               ACCOUNTING FIRM

03             APPROVAL OF THE MARSH & MCLENNAN COMPANIES, INC. 2011             Management     For         For
               INCENTIVE AND STOCK AWARD PLAN

04             APPROVAL, BY NONBINDING VOTE, OF THE COMPENSATION OF OUR NAMED    Management     Abstain     Against
               EXECUTIVE OFFICERS

05             RECOMMENDATION, BY NONBINDING VOTE, OF THE FREQUENCY OF           Management     Abstain     Against
               EXECUTIVE COMPENSATION VOTES

06             STOCKHOLDER PROPOSAL: ACTION BY WRITTEN CONSENT                   Shareholder    Against     For


SLM CORPORATION


                                                                                             
SECURITY                      78442P106                                            MEETING TYPE       Annual
TICKER SYMBOL                 SLM                                                  MEETING DATE       19-May-2011
ISIN                          US78442P1066                                         AGENDA             933412063 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 124
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: ANN TORRE BATES                             Management     For         For

1B             ELECTION OF DIRECTOR: W.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

02             APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management     Abstain     Against

03             APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE        Management     Abstain     Against
               COMPENSATION VOTES.

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


SAFEWAY INC.


                                                                                             
SECURITY                      786514208                                            MEETING TYPE       Annual
TICKER SYMBOL                 SWY                                                  MEETING DATE       19-May-2011
ISIN                          US7865142084                                         AGENDA             933412695 - 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: KENNETH W. ODER                             Management     For         For

1G             ELECTION OF DIRECTOR: T. GARY ROGERS                              Management     For         For

1H             ELECTION OF DIRECTOR: ARUN SARIN                                  Management     For         For

1I             ELECTION OF DIRECTOR: MICHAEL S. SHANNON                          Management     For         For

1J             ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER                         Management     For         For

02             NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION               Management     Abstain     Against
               ("SAY-ON-PAY").

03             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES.   Management     Abstain     Against

04             APPROVAL OF THE 2011 EQUITY AND INCENTIVE AWARD PLAN.             Management     Against     Against

05             RE-APPROVAL OF THE 2001 AMENDED AND RESTATED OPERATING            Management     For         For
               PERFORMANCE BONUS PLAN.

06             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE       Management     For         For
               COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
               FISCAL YEAR 2011.

07             STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING.                Shareholder    Against     For


WESTAR ENERGY, INC.


                                                                                             
SECURITY                      95709T100                                            MEETING TYPE       Annual
TICKER SYMBOL                 WR                                                   MEETING DATE       19-May-2011
ISIN                          US95709T1007                                         AGENDA             933412784 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       MOLLIE H. CARTER                                                         For         For

               2       JERRY B. FARLEY                                                          For         For

               3       ARTHUR B. KRAUSE                                                         For         For

               4       WILLIAM B. MOORE                                                         For         For

02             TO PROVIDE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION             Management     Abstain     Against

03             TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES    Management     Abstain     Against
               ON EXECUTIVE COMPENSATION

04             TO APPROVE AN AMENDMENT TO OUR LONG TERM INCENTIVE AND SHARE      Management     For         For
               AWARD PLAN AND APPROVE THE MATERIAL TERMS OF THE PERFORMANCE
               GOALS UNDER THE PLAN

05             TO APPROVE AN AMENDMENT TO OUR RESTATED ARTICLES OF               Management     For         For
               INCORPORATION TO INCREASE OUR AUTHORIZED SHARES OF COMMON
               STOCK

06             TO RATIFY AND CONFIRM OF DELOITTE & TOUCHE LLP AS OUR             Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011


TELEPHONE AND DATA SYSTEMS, INC.


                                                                                             
SECURITY                      879433100                                            MEETING TYPE       Annual
TICKER SYMBOL                 TDS                                                  MEETING DATE       19-May-2011
ISIN                          US8794331004                                         AGENDA             933427444 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 125
The Gabelli Equity Income Fund



                                                                                                            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             RATIFY ACCOUNTANTS FOR 2011.                                      Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             SHAREHOLDER PROPOSAL TO RECAPITALIZE TDS' OUTSTANDING STOCK.      Shareholder    Against     For


DEAN FOODS COMPANY


                                                                                             
SECURITY                      242370104                                            MEETING TYPE       Annual
TICKER SYMBOL                 DF                                                   MEETING DATE       19-May-2011
ISIN                          US2423701042                                         AGENDA             933427634 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: STEPHEN L. GREEN                            Management     For         For

1B             ELECTION OF DIRECTOR: JOSEPH S. HARDIN, JR.                       Management     For         For

1C             ELECTION OF DIRECTOR: JOHN R. MUSE                                Management     For         For

02             PROPOSAL TO AMEND THE DEAN FOODS COMPANY 2007 STOCK INCENTIVE     Management     Against     Against
               PLAN.

03             PROPOSAL TO APPROVE OUR EXECUTIVE COMPENSATION.                   Management     Abstain     Against

04             PROPOSAL TO APPROVE THE FREQUENCY OF STOCKHOLDER VOTES ON OUR     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT           Management     For         For
               AUDITOR.

06             STOCKHOLDER PROPOSAL REGARDING TAX GROSS-UPS.                     Shareholder    Against     For


STATOIL ASA


                                                                                             
SECURITY                      85771P102                                            MEETING TYPE       Annual
TICKER SYMBOL                 STO                                                  MEETING DATE       19-May-2011
ISIN                          US85771P1021                                         AGENDA             933440567 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
02             ELECTION OF OLAUG SVARVA AS CHAIR OF THE MEETING                  Management     For         For

03             APPROVAL OF THE NOTICE AND THE AGENDA                             Management     For         For

05             ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES TOGETHER WITH      Management     For         For
               THE CHAIR OF THE MEETING

06             APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS INCLUDING              Management     For         For
               DISTRIBUTION OF THE DIVIDEND

07             DECLARATION ON STIPULATION OF SALARY AND OTHER REMUNERATION       Management     For         For
               FOR EXECUTIVE MANAGEMENT

08             DETERMINATION OF REMUNERATION FOR THE COMPANY'S AUDITOR           Management     For         For

09             DETERMINATION OF REMUNERATION FOR THE CORPORATE ASSEMBLY          Management     For         For

10             ELECTION OF INGRID RASMUSSEN YNEW ELECTED<129>N AS MEMBER         Management     For         For
               OF THE NOMINATION COMMITTEE

11             DETERMINATION OF REMUNERATION FOR THE NOMINATION COMMITTEE        Management     For         For

12             AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET TO          Management     For         For
               CONTINUE IMPLEMENTATION OF THE SHARE SAVING PLAN FOR EMPLOYEES

13             AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE MARKET FOR         Management     For         For
               SUBSEQUENT ANNULMENT

14             MARKETING INSTRUCTIONS FOR STATOIL ASA - ADJUSTMENTS              Management     For         For

15             CHANGES TO THE ARTICLES OF ASSOCIATION                            Management     For         For

16             ADOPT INSTRUCTION FOR THE NOMINATION COMMITTEE                    Management     For         For

17             PROPOSAL FROM A SHAREHOLDER                                       Shareholder    Against     For


NEXTERA ENERGY, INC.


                                                                                             
SECURITY                      65339F101                                            MEETING TYPE       Annual
TICKER SYMBOL                 NEE                                                  MEETING DATE       20-May-2011
ISIN                          US65339F1012                                         AGENDA             933401286 - 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       KENNETH B. DUNN                                                          For         For

               6       J. BRIAN FERGUSON                                                        For         For

               7       LEWIS HAY, III                                                           For         For

               8       TONI JENNINGS                                                            For         For

               9       OLIVER D. KINGSLEY, JR.                                                  For         For

               10      RUDY E. SCHUPP                                                           For         For

               11      WILLIAM H. SWANSON                                                       For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 126
The Gabelli Equity Income Fund


                                                                                                
               12      MICHAEL H. THAMAN                                                        For         For

               13      HANSEL E. TOOKES, II                                                     For         For

02             RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS           Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             APPROVAL OF THE NEXTERA ENERGY, INC. 2011 LONG TERM INCENTIVE     Management     For         For
               PLAN.

04             APPROVAL, BY NON-BINDING ADVISORY VOTE, OF NEXTERA ENERGY'S       Management     Abstain     Against
               COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN
               THE PROXY STATEMENT.

05             NON-BINDING ADVISORY VOTE ON WHETHER NEXTERA ENERGY SHOULD        Management     Abstain     Against
               HOLD A NON-BINDING SHAREHOLDER ADVISORY VOTE TO APPROVE
               NEXTERA ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS
               EVERY 1, 2 OR 3 YEARS.


TIME WARNER INC.


                                                                                             
SECURITY                      887317303                                            MEETING TYPE       Annual
TICKER SYMBOL                 TWX                                                  MEETING DATE       20-May-2011
ISIN                          US8873173038                                         AGENDA             933411124 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: JAMES L. BARKSDALE                          Management     For         For

1B             ELECTION OF DIRECTOR: WILLIAM P. BARR                             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: FRED HASSAN                                 Management     For         For

1J             ELECTION OF DIRECTOR: MICHAEL A. MILES                            Management     For         For

1K             ELECTION OF DIRECTOR: KENNETH J. NOVACK                           Management     For         For

1L             ELECTION OF DIRECTOR: PAUL D. WACHTER                             Management     For         For

1M             ELECTION OF DIRECTOR: DEBORAH C. WRIGHT                           Management     For         For

02             RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.              Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON     Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE    Management     For         For
               OF INCORPORATION TO REMOVE ABSOLUTE MAJORITY VOTE PROVISIONS
               IN THE FORM ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS
               ANNEX B.

06             STOCKHOLDER PROPOSAL ON SHAREHOLDER ACTION BY WRITTEN CONSENT.    Shareholder    Against     For


MACY'S INC.


                                                                                             
SECURITY                      55616P104                                            MEETING TYPE       Annual
TICKER SYMBOL                 M                                                    MEETING DATE       20-May-2011
ISIN                          US55616P1049                                         AGENDA             933416984 - 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       CRAIG E. WEATHERUP                                                       For         For

               10      MARNA C. WHITTINGTON                                                     For         For

02             THE PROPOSED RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS       Management     For         For
               MACY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               FISCAL YEAR ENDING JANUARY 28, 2012.

03             THE PROPOSED APPROVAL OF AN AMENDMENT OF THE COMPANY'S AMENDED    Management     For         For
               AND RESTATED CERTIFICATE OF INCORPORATION.

04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

05             ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE           Management     Abstain     Against
               COMPENSATION.


AETNA INC.


                                                                                             
SECURITY                      00817Y108                                            MEETING TYPE       Annual
TICKER SYMBOL                 AET                                                  MEETING DATE       20-May-2011
ISIN                          US00817Y1082                                         AGENDA             933419182 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 127
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MARK T. BERTOLINI                           Management     For         For

1B             ELECTION OF DIRECTOR: FRANK M. CLARK                              Management     For         For

1C             ELECTION OF DIRECTOR: BETSY Z. COHEN                              Management     For         For

1D             ELECTION OF DIRECTOR: MOLLY J. COYE, M.D.                         Management     For         For

1E             ELECTION OF DIRECTOR: ROGER N. FARAH                              Management     For         For

1F             ELECTION OF DIRECTOR: BARBARA HACKMAN FRANKLIN                    Management     For         For

1G             ELECTION OF DIRECTOR: JEFFREY E. GARTEN                           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

02             APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM

03             APPROVAL OF AMENDMENT TO AETNA INC. 2010 STOCK INCENTIVE PLAN     Management     Against     Against

04             APPROVAL OF AETNA INC. 2011 EMPLOYEE STOCK PURCHASE PLAN          Management     For         For

05             NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION               Management     Abstain     Against

06             NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON         Management     Abstain
               EXECUTIVE COMPENSATION

07             SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING                         Shareholder    Against     For

08             SHAREHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN OF THE BOARD         Shareholder    Against     For


UNITEDHEALTH GROUP INCORPORATED


                                                                                             
SECURITY                      91324P102                                            MEETING TYPE       Annual
TICKER SYMBOL                 UNH                                                  MEETING DATE       23-May-2011
ISIN                          US91324P1021                                         AGENDA             933414295 - 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: RODGER A. LAWSON                            Management     For         For

1G             ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE                      Management     For         For

1H             ELECTION OF DIRECTOR: GLENN M. RENWICK                            Management     For         For

1I             ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D.                      Management     For         For

1J             ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D.                     Management     For         For

02             APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

03             RECOMMENDATION, BY A NON-BINDING ADVISORY VOTE, OF THE            Management     Abstain     Against
               FREQUENCY OF HOLDING A SAY-ON-PAY VOTE.

04             APPROVAL OF THE UNITEDHEALTH GROUP 2011 INCENTIVE STOCK PLAN.     Management     For         For


05             APPROVAL OF AN AMENDMENT TO THE UNITEDHEALTH GROUP 1993           Management     For         For
               EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF
               COMMON STOCK ISSUABLE THEREUNDER.

06             RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management     For         For
               THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR THE YEAR ENDING DECEMBER 31, 2011.


KRAFT FOODS INC.


                                                                                             
SECURITY                      50075N104                                            MEETING TYPE       Annual
TICKER SYMBOL                 KFT                                                  MEETING DATE       24-May-2011
ISIN                          US50075N1046                                         AGENDA             933395255 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: AJAYPAL S. BANGA                            Management     For         For

1B             ELECTION OF DIRECTOR: MYRA M. HART                                Management     For         For

1C             ELECTION OF DIRECTOR: PETER B. HENRY                              Management     For         For

1D             ELECTION OF DIRECTOR: LOIS D. JULIBER                             Management     For         For

1E             ELECTION OF DIRECTOR: MARK D. KETCHUM                             Management     For         For

1F             ELECTION OF DIRECTOR: RICHARD A. LERNER, M.D.                     Management     For         For

1G             ELECTION OF DIRECTOR: MACKEY J. MCDONALD                          Management     For         For

1H             ELECTION OF DIRECTOR: JOHN C. POPE                                Management     For         For

1I             ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS                         Management     For         For

1J             ELECTION OF DIRECTOR: IRENE B. ROSENFELD                          Management     For         For

1K             ELECTION OF DIRECTOR: J.F. VAN BOXMEER                            Management     For         For

2              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

3              ADVISORY VOTE ON THE FREQUENCY OF AN EXECUTIVE COMPENSATION       Management     Abstain     Against
               VOTE.

4              APPROVAL OF THE KRAFT FOODS INC. AMENDED AND RESTATED 2006        Management     For         For
               STOCK COMPENSATION PLAN FOR NON- EMPLOYEE DIRECTORS.

5              RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT     Management     For         For
               AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 128
The Gabelli Equity Income Fund

MEDCO HEALTH SOLUTIONS, INC.


                                                                                             
SECURITY                      58405U102                                            MEETING TYPE       Annual
TICKER SYMBOL                 MHS                                                  MEETING DATE       24-May-2011
ISIN                          US58405U1025                                         AGENDA             933414423 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: HOWARD W. BARKER, JR.                       Management     For         For

1B             ELECTION OF DIRECTOR: JOHN L. CASSIS                              Management     For         For

1C             ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN                           Management     For         For

1D             ELECTION OF DIRECTOR: CHARLES M. LILLIS                           Management     For         For

1E             ELECTION OF DIRECTOR: MYRTLE S. POTTER                            Management     For         For

1F             ELECTION OF DIRECTOR: WILLIAM L. ROPER                            Management     For         For

1G             ELECTION OF DIRECTOR: DAVID B. SNOW, JR.                          Management     For         For

1H             ELECTION OF DIRECTOR: DAVID D. STEVENS                            Management     For         For

1I             ELECTION OF DIRECTOR: BLENDA J. WILSON                            Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE
               COMPANY FOR THE 2011 FISCAL YEAR

03             APPROVAL OF AMENDMENTS TO THE COMPANY'S CERTIFICATE OF            Management     For         For
               INCORPORATION

04             APPROVAL OF THE COMPANY'S AMENDED AND RESTATED STOCK INCENTIVE    Management     Against     Against
               PLAN

05             APPROVAL OF AN ADVISORY VOTE ON THE COMPENSATION OF THE           Management     Abstain     Against
               COMPANY'S NAMED EXECUTIVE OFFICERS

06             APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY OF A SHAREHOLDER    Management     Abstain     Against
               ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED
               EXECUTIVE OFFICERS

07             SHAREHOLDER PROPOSAL REGARDING EXECUTIVE EQUITY HOLDING           Shareholder    Against     For
               REQUIREMENTS


MERCK & CO., INC.


                                                                                             
SECURITY                      58933Y105                                            MEETING TYPE       Annual
TICKER SYMBOL                 MRK                                                  MEETING DATE       24-May-2011
ISIN                          US58933Y1055                                         AGENDA             933416744 - 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                              Management     For         For

1C             ELECTION OF DIRECTOR: RICHARD T. CLARK                            Management     For         For

1D             ELECTION OF DIRECTOR: KENNETH C. FRAZIER                          Management     For         For

1E             ELECTION OF DIRECTOR: THOMAS H. GLOCER                            Management     For         For

1F             ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE                         Management     For         For

1G             ELECTION OF DIRECTOR: WILLIAM B. HARRISON. JR.                    Management     For         For

1H             ELECTION OF DIRECTOR: HARRY R. JACOBSON                           Management     For         For

1I             ELECTION OF DIRECTOR: WILLIAM N. KELLEY                           Management     For         For

1J             ELECTION OF DIRECTOR: C. ROBERT KIDDER                            Management     For         For

1K             ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS                         Management     For         For

1L             ELECTION OF DIRECTOR: CARLOS E. REPRESAS                          Management     For         For

1M             ELECTION OF DIRECTOR: PATRICIA F. RUSSO                           Management     For         For

1N             ELECTION OF DIRECTOR: THOMAS E. SHENK                             Management     For         For

1O             ELECTION OF DIRECTOR: ANNE M. TATLOCK                             Management     For         For

1P             ELECTION OF DIRECTOR: CRAIG B. THOMPSON                           Management     For         For

1Q             ELECTION OF DIRECTOR: WENDELL P. WEEKS                            Management     For         For

1R             ELECTION OF DIRECTOR: PETER C. WENDELL                            Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT      Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON EXECUTIVE       Management     Abstain     Against
               COMPENSATION.


LORAL SPACE & COMMUNICATIONS INC.


                                                                                             
SECURITY                      543881106                                            MEETING TYPE       Annual
TICKER SYMBOL                 LORL                                                 MEETING DATE       24-May-2011
ISIN                          US5438811060                                         AGENDA             933434829 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       JOHN D. HARKEY, JR.                                                      For         For

               2       MICHAEL B. TARGOFF                                                       For         For

02             ACTING UPON A PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &    Management     For         For
               TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

03             ACTING UPON A PROPOSAL TO APPROVE, ON A NON- BINDING, ADVISORY    Management     Abstain     Against
               BASIS, COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
               AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.

04             ACTING UPON A PROPOSAL TO SELECT, ON A NON- BINDING, ADVISORY     Management     Abstain     Against
               BASIS, THE FREQUENCY OF FUTURE NON-BINDING, ADVISORY VOTES ON
               COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 129
The Gabelli Equity Income Fund

CABLEVISION SYSTEMS CORPORATION


                                                                                             
SECURITY                      12686C109                                            MEETING TYPE       Annual
TICKER SYMBOL                 CVC                                                  MEETING DATE       24-May-2011
ISIN                          US12686C1099                                         AGENDA             933435542 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       ZACHARY W. CARTER                                                        For         For

               2       THOMAS V. REIFENHEISER                                                   For         For

               3       JOHN R. RYAN                                                             For         For

               4       VINCENT TESE                                                             For         For

               5       LEONARD TOW                                                              For         For

02             TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT              Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL
               YEAR 2011.

03             TO APPROVE CABLEVISION SYSTEMS CORPORATION 2011 CASH INCENTIVE    Management     For         For
               PLAN.

04             TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION OF EXECUTIVE      Management     Abstain     Against
               OFFICERS.

05             AN ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE     Management     Abstain     Against
               COMPENSATION OF OUR EXECUTIVE OFFICERS.


ONEOK, INC.


                                                                                             
SECURITY                      682680103                                            MEETING TYPE       Annual
TICKER SYMBOL                 OKE                                                  MEETING DATE       25-May-2011
ISIN                          US6826801036                                         AGENDA             933410829 - 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: BERT H. MACKIE                              Management     For         For

1F             ELECTION OF DIRECTOR: JIM W. MOGG                                 Management     For         For

1G             ELECTION OF DIRECTOR: PATTYE L. MOORE                             Management     For         For

1H             ELECTION OF DIRECTOR: GARY D. PARKER                              Management     For         For

1I             ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ                        Management     For         For

1J             ELECTION OF DIRECTOR: GERALD B. SMITH                             Management     For         For

1K             ELECTION OF DIRECTOR: DAVID J. TIPPECONNIC                        Management     For         For

02             RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT     Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDING DEC 31, 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE ADVISORY VOTE ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION.


EXXON MOBIL CORPORATION


                                                                                             
SECURITY                      30231G102                                            MEETING TYPE       Annual
TICKER SYMBOL                 XOM                                                  MEETING DATE       25-May-2011
ISIN                          US30231G1022                                         AGENDA             933416908 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       M.J. BOSKIN                                                              For         For

               2       P. BRABECK-LETMATHE                                                      For         For

               3       L.R. FAULKNER                                                            For         For

               4       J.S. FISHMAN                                                             For         For

               5       K.C. FRAZIER                                                             For         For

               6       W.W. GEORGE                                                              For         For

               7       M.C. NELSON                                                              For         For

               8       S.J. PALMISANO                                                           For         For

               9       S.S REINEMUND                                                            For         For

               10      R.W. TILLERSON                                                           For         For

               11      E.E. WHITACRE, JR.                                                       For         For

02             RATIFICATION OF INDEPENDENT AUDITORS (PAGE 55)                    Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 56)                 Management     Abstain     Against

04             FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 57)    Management     Abstain     Against

05             INDEPENDENT CHAIRMAN (PAGE 58)                                    Shareholder    Against     For

06             REPORT ON POLITICAL CONTRIBUTIONS (PAGE 59)                       Shareholder    Against     For

07             AMENDMENT OF EEO POLICY (PAGE 61)                                 Shareholder    Against     For

08             POLICY ON WATER (PAGE 62)                                         Shareholder    Against     For

09             REPORT ON CANADIAN OIL SANDS (PAGE 64)                            Shareholder    Against     For

10             REPORT ON NATURAL GAS PRODUCTION (PAGE 65)                        Shareholder    Against     For

11             REPORT ON ENERGY TECHNOLOGY (PAGE 67)                             Shareholder    Against     For

12             GREENHOUSE GAS EMISSIONS GOALS (PAGE 68)                          Shareholder    Against     For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 130
The Gabelli Equity Income Fund

THERMO FISHER SCIENTIFIC INC.


                                                                                             
SECURITY                      883556102                                            MEETING TYPE       Annual
TICKER SYMBOL                 TMO                                                  MEETING DATE       25-May-2011
ISIN                          US8835561023                                         AGENDA             933417455 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: THOMAS J. LYNCH                             Management     For         For

1B             ELECTION OF DIRECTOR: WILLIAM G. PARRETT                          Management     For         For

1C             ELECTION OF DIRECTOR: MICHAEL E. PORTER                           Management     For         For

1D             ELECTION OF DIRECTOR: SCOTT M. SPERLING                           Management     For         For

02             AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.                       Management     Abstain     Against

03             AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE             Management     Abstain     Against
               COMPENSATION ADVISORY VOTES.

04             RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF                Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
               AUDITORS FOR 2011. THE BOARD OF DIRECTORS RECOMMENDS YOU
               VOTE "AGAINST" THE FOLLOWING SHAREHOLDER PROPOSAL

05             SHAREHOLDER PROPOSAL REGARDING DECLASSIFICATION OF THE BOARD      Shareholder    Against     For
               OF DIRECTORS.


CHEVRON CORPORATION


                                                                                             
SECURITY                      166764100                                            MEETING TYPE       Annual
TICKER SYMBOL                 CVX                                                  MEETING DATE       25-May-2011
ISIN                          US1667641005                                         AGENDA             933419687 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: L.F. DEILY                                  Management     For         For

1B             ELECTION OF DIRECTOR: R.E. DENHAM                                 Management     For         For

1C             ELECTION OF DIRECTOR: R.J. EATON                                  Management     For         For

1D             ELECTION OF DIRECTOR: C. HAGEL                                    Management     For         For

1E             ELECTION OF DIRECTOR: E. HERNANDEZ                                Management     For         For

1F             ELECTION OF DIRECTOR: G.L. KIRKLAND                               Management     For         For

1G             ELECTION OF DIRECTOR: D.B. RICE                                   Management     For         For

1H             ELECTION OF DIRECTOR: K.W. SHARER                                 Management     For         For

1I             ELECTION OF DIRECTOR: C.R. SHOEMATE                               Management     For         For

1J             ELECTION OF DIRECTOR: J.G. STUMPF                                 Management     For         For

1K             ELECTION OF DIRECTOR: R.D. SUGAR                                  Management     For         For

1L             ELECTION OF DIRECTOR: C. WARE                                     Management     For         For

1M             ELECTION OF DIRECTOR: J.S. WATSON                                 Management     For         For

02             RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.    Management     For         For

03             ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION.            Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               NAMED EXECUTIVE OFFICER COMPENSATION.

05             INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE.                Shareholder    Against     For

06             HUMAN RIGHTS COMMITTEE.                                           Shareholder    Against     For

07             SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION.                 Shareholder    Against     For

08             GUIDELINES FOR COUNTRY SELECTION.                                 Shareholder    Against     For

09             FINANCIAL RISKS FROM CLIMATE CHANGE.                              Shareholder    Against     For

10             HYDRAULIC FRACTURING.                                             Shareholder    Against     For

11             OFFSHORE OIL WELLS.                                               Shareholder    Against     For


WEATHERFORD INTERNATIONAL LTD


                                                                                             
SECURITY                      H27013103                                            MEETING TYPE       Annual
TICKER SYMBOL                 WFT                                                  MEETING DATE       25-May-2011
ISIN                          CH0038838394                                         AGENDA             933429359 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             APPROVAL OF THE 2010 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL    Management     For         For
               STATEMENTS OF WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR
               ENDED DECEMBER 31, 2010 AND THE STATUTORY FINANCIAL STATEMENTS
               OF WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR ENDED DECEMBER
               31, 2010.

02             DISCHARGE OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS        Management     For         For
               FROM LIABILITY FOR ACTIONS OR OMISSIONS DURING THE YEAR ENDED
               DECEMBER 31, 2010.

3A             ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER                     Management     For         For

3B             ELECTION OF DIRECTOR: SAMUEL W. BODMAN, III                       Management     For         For

3C             ELECTION OF DIRECTOR: NICHOLAS F. BRADY                           Management     For         For

3D             ELECTION OF DIRECTOR: DAVID J. BUTTERS                            Management     For         For

3E             ELECTION OF DIRECTOR: WILLIAM E. MACAULAY                         Management     For         For

3F             ELECTION OF DIRECTOR: ROBERT B. MILLARD                           Management     For         For

3G             ELECTION OF DIRECTOR: ROBERT K. MOSES, JR.                        Management     For         For

3H             ELECTION OF DIRECTOR: GUILLERMO ORTIZ                             Management     For         For

3I             ELECTION OF DIRECTOR: EMYR JONES PARRY                            Management     For         For

3J             ELECTION OF DIRECTOR: ROBERT A. RAYNE                             Management     For         For



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 131
The Gabelli Equity Income Fund


                                                                                                
04             APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
               ENDING DECEMBER 31, 2011 AND THE RE-ELECTION OF
               ERNST & YOUNG LTD, ZURICH AS STATUTORY AUDITOR
               FOR YEAR ENDING DECEMBER 31, 2011.                                Management     For         For

05             APPROVAL OF AN ADVISORY RESOLUTION REGARDING EXECUTIVE            Management     Abstain     Against
               COMPENSATION.

06             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.


THE TRAVELERS COMPANIES, INC.


                                                                                             
SECURITY                      89417E109                                            MEETING TYPE       Annual
TICKER SYMBOL                 TRV                                                  MEETING DATE       26-May-2011
ISIN                          US89417E1091                                         AGENDA             933414714 - 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: DONALD J. SHEPARD                           Management     For         For

1K             ELECTION OF DIRECTOR:LAURIE J. THOMSEN                            Management     For         For

02             RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS TRAVELERS'         Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             NON-BINDING VOTE ON EXECUTIVE COMPENSATION.                       Management     Abstain     Against

04             NON-BINDING VOTE ON THE FREQUENCY OF FUTURE VOTES ON EXECUTIVE    Management     Abstain     Against
               COMPENSATION.


EL PASO ELECTRIC COMPANY


                                                                                             
SECURITY                      283677854                                            MEETING TYPE       Annual
TICKER SYMBOL                 EE                                                   MEETING DATE       26-May-2011
ISIN                          US2836778546                                         AGENDA             933416566 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       CATHERINE A. ALLEN                                                       For         For

               2       KENNETH R. HEITZ                                                         For         For

               3       MICHAEL K. PARKS                                                         For         For

               4       ERIC B. SIEGEL                                                           For         For

02             RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT     Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
               DECEMBER 31, 2011.

03             TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.          Management     Abstain     Against

04             TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE     Management     Abstain     Against
               COMPENSATION VOTES.


CBS CORPORATION


                                                                                             
SECURITY                      124857103                                            MEETING TYPE       Annual
TICKER SYMBOL                 CBSA                                                 MEETING DATE       26-May-2011
ISIN                          US1248571036                                         AGENDA             933419500 - 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 PRICEWATERHOUSECOOPERS LLP     Management     For         For
               TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
               ACCOUNTING FIRM FOR FISCAL YEAR 2011.

03             APPROVAL OF ADVISORY RESOLUTION ON THE COMPENSATION OF THE        Management     Abstain     Against
               COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE 2011
               PROXY STATEMENT.

04             APPROVAL OF ADVISORY RESOLUTION ON THE FREQUENCY OF AN ADVISORY   Management     Abstain     Against
               VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
               OFFICERS.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 132
The Gabelli Equity Income Fund

RAYTHEON COMPANY


                                                                                             
SECURITY                      755111507                                            MEETING TYPE       Annual
TICKER SYMBOL                 RTN                                                  MEETING DATE       26-May-2011
ISIN                          US7551115071                                         AGENDA             933437940 - 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: STEPHEN J. HADLEY                           Management     For         For

1D             ELECTION OF DIRECTOR: FREDERIC M. POSES                           Management     For         For

1E             ELECTION OF DIRECTOR: MICHAEL C. RUETTGERS                        Management     For         For

1F             ELECTION OF DIRECTOR: RONALD L. SKATES                            Management     For         For

1G             ELECTION OF DIRECTOR: WILLIAM R. SPIVEY                           Management     For         For

1H             ELECTION OF DIRECTOR: LINDA G. STUNTZ                             Management     For         For

1I             ELECTION OF DIRECTOR: WILLIAM H. SWANSON                          Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

03             ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION

04             RATIFICATION OF INDEPENDENT AUDITORS                              Management     For         For

05             SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION BY WRITTEN      Shareholder    Against     For
               CONSENT

06             SHAREHOLDER PROPOSAL REGARDING EXECUTIVE STOCK RETENTION          Shareholder    Against     For

07             SHAREHOLDER PROPOSAL REGARDING LOBBYING EXPENSES                  Shareholder    Against     For

08             SHAREHOLDER PROPOSAL REGARDING SUPPLEMENTAL EXECUTIVE             Shareholder    Against     For
               RETIREMENT PLANS


SILVERBIRCH ENERGY CORPORATION


                                                                                             
SECURITY                      82835V100                                            MEETING TYPE       Annual and Special Meeting
TICKER SYMBOL                 SBEXF                                                MEETING DATE       26-May-2011
ISIN                          CA82835V1004                                         AGENDA             933439172 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ON THE ORDINARY RESOLUTION TO SET THE NUMBER OF DIRECTORS OF      Management     For         For
               THE CORPORATION AT EIGHT AS SET FORTH IN THE MANAGEMENT PROXY
               CIRCULAR OF THE CORPORATION DATED APRIL 18, 2011 (THE
               "INFORMATION CIRCULAR"):

02             ON THE ORDINARY RESOLUTION TO ELECT THE DIRECTORS OF THE          Management     For         For
               CORPORATION TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
               SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED OR APPOINTED
               AS SET FORTH IN THE INFORMATION CIRCULAR.

03             ON THE ORDINARY RESOLUTION TO APPOINT AUDITORS OF THE             Management     For         For
               CORPORATION FOR THE ENSUING YEAR AT SUCH REMUNERATION AS MAY
               BE APPROVED BY THE DIRECTORS OF THE CORPORATION:

04             ON THE ORDINARY RESOLUTION RATIFYING AND APPROVING THE STOCK      Management     For         For
               OPTION PLAN OF THE CORPORATION AS DESCRIBED IN THE INFORMATION
               CIRCULAR.


DEUTSCHE BANK AG


                                                                                             
SECURITY                      D18190898                                            MEETING TYPE       Annual
TICKER SYMBOL                 DB                                                   MEETING DATE       26-May-2011
ISIN                          DE0005140008                                         AGENDA             933449375 - 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 BOARD    Management     For         For
               FOR THE 2010 FINANCIAL YEAR

04             RATIFICATION OF THE ACTS OF MANAGEMENT OF THE SUPERVISORY         Management     For         For
               BOARD FOR THE 2010 FINANCIAL YEAR

05             ELECTION OF THE AUDITOR FOR THE 2011 FINANCIAL YEAR, INTERIM      Management     For         For
               ACCOUNTS

06             AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR THEIR USE WITH THE    Management     For         For
               POSSIBLE EXCLUSION OF PRE- EMPTIVE RIGHTS

07             AUTHORIZATION TO USE DERIVATIVES WITHIN FRAMEWORK OF PURCHASE     Management     For         For
               OF OWN SHARES, ALL AS MORE FULLY DESCRIBED IN THE PROXY
               STATEMENT

08             AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH WARRANTS          Management     For         For
               AND/OR CONVERTIBLE PARTICIPATORY NOTES, BONDS WITH WARRANTS
               AND CONVERTIBLE BONDS (WITH THE POSSIBILITY OF EXCLUDING PRE-
               EMPTIVE RIGHTS), CREATION OF CONDITIONAL CAPITAL AND AMENDMENT
               TO THE ARTICLES OF ASSOCIATION

09             NEW AUTHORIZED CAPITAL IN AN AMOUNT OF 230.4 MILLION EURO,        Management     For         For
               POSSIBILITY TO EXCLUDE SHAREHOLDERS' PRE-EMPTIVE RIGHTS.

10             NEW AUTHORIZED CAPITAL OF 230.4 MILLION EURO, POSSIBILITY TO      Management     For         For
               EXCLUDE PRE-EMPTIVE RIGHTS FOR CAPITAL INCREASE IN KIND

11             NEW AUTHORIZED CAPITAL, AMOUNT OF 691.2 MILLION EURO WITHOUT      Management     For         For
               EXCLUSION OF PRE-EMPTIVE RIGHTS, EXCEPT FOR FRACTIONAL AMOUNTS.

12             ELECTION TO THE SUPERVISORY BOARD                                 Management     For         For

13             APPROVAL OF CONCLUSION OF PARTIAL PROFIT TRANSFER AGREEMENT       Management     For         For
               BETWEEN DEUTSCHE BANK AG AND DEUTSCHE BANK FINANCIAL LLC



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 133
The Gabelli Equity Income Fund

CONSTELLATION ENERGY GROUP, INC.


                                                                                             
SECURITY                      210371100                                            MEETING TYPE       Annual
TICKER SYMBOL                 CEG                                                  MEETING DATE       27-May-2011
ISIN                          US2103711006                                         AGENDA             933414550 - 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: MAYO A. SHATTUCK III                        Management     For         For

1I             ELECTION OF DIRECTOR: JOHN L. SKOLDS                              Management     For         For

1J             ELECTION OF DIRECTOR: MICHAEL D. SULLIVAN                         Management     For         For

02             RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT         Management     For         For
               REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.

03             ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS.        Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON COMPENSATION OF    Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS.


IBERDROLA SA


                                                                                             
SECURITY                      450737101                                            MEETING TYPE       Annual
TICKER SYMBOL                 IBDRY                                                MEETING DATE       27-May-2011
ISIN                          US4507371015                                         AGENDA             933458386 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

02             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

03             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

04             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

05             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

06             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

07             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

08             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

09             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

10             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

11             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

12             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13A            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13B            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13C            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13D            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13E            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13F            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

13G            PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

14             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 134
The Gabelli Equity Income Fund


                                                                                                
15             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION                    Management     For         For
               ON THE ITEMS TO BE VOTED ON FOR THE GENERAL
               SHAREHOLDERS' MEETING

16             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING

17             PLEASE SEE THE ENCLOSED AGENDA FOR INFORMATION ON THE ITEMS TO    Management     For         For
               BE VOTED ON FOR THE GENERAL SHAREHOLDERS' MEETING


TENARIS, S.A.


                                                                                             
SECURITY                      88031M109                                            MEETING TYPE       Annual
TICKER SYMBOL                 TS                                                   MEETING DATE       01-Jun-2011
ISIN                          US88031M1099                                         AGENDA             933446189 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             CONSIDERATION OF THE BOARD'S MANAGEMENT REPORT &                  Management     For         For
               CERTIFICATIONS AND THE INDEPENDENT AUDITORS' REPORTS ON
               CONSOLIDATED FINANCIAL STATEMENTS AND THE COMPANY'S ANNUAL
               ACCOUNTS

02             APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS       Management     For         For
               FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

03             APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT DECEMBER 31,      Management     For         For
               2010

04             ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE    Management     For         For
               YEAR ENDED DECEMBER 31, 2010

05             DISCHARGE OF THE MEMBERS OF THE BOARD FOR THE EXERCISE OF         Management     For         For
               THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2010

06             ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS                     Management     For         For

07             COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS                 Management     For         For

08             APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR       Management     For         For
               ENDING DECEMBER 31, 2011, AND APPROVAL OF THEIR FEES

09             AUTHORIZATION TO BOARD TO CAUSE THE DISTRIBUTION OF ALL           Management     For         For
               SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING,
               ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

E1             ADAPTATION OF ARTICLES OF ASSOCIATION TO ABOLISHMENT OF LAW OF    Management     For         For
               JULY 31, 1929, ALL AS MORE FULLY DESCRIBED IN PROXY STATEMENT

E2             CHANGE OF THE DATE OF THE ANNUAL GENERAL MEETING SO THAT IT BE    Management     For         For
               HELD ON FIRST WEDNESDAY OF MAY OF EACH YEAR AT 11:00 A.M., AND
               CONSEQUENTIAL AMENDMENT TO ARTICLE 15 OF ARTICLES OF
               ASSOCIATION


TENARIS, S.A.


                                                                                             
SECURITY                      88031M109                                            MEETING TYPE       Annual
TICKER SYMBOL                 TS                                                   MEETING DATE       01-Jun-2011
ISIN                          US88031M1099                                         AGENDA             933465709 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             CONSIDERATION OF THE BOARD'S MANAGEMENT REPORT &                  Management     For         For
               CERTIFICATIONS AND THE INDEPENDENT AUDITORS' REPORTS ON
               CONSOLIDATED FINANCIAL STATEMENTS AND THE COMPANY'S ANNUAL
               ACCOUNTS

02             APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS       Management     For         For
               FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

03             APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT DECEMBER 31,      Management     For         For
               2010

04             ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE    Management     For         For
               YEAR ENDED DECEMBER 31, 2010

05             DISCHARGE OF THE MEMBERS OF THE BOARD FOR THE EXERCISE OF         Management     For         For
               THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2010

06             ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS                     Management     For         For

07             COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS                 Management     For         For

08             APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR       Management     For         For
               ENDING DECEMBER 31, 2011, AND APPROVAL OF THEIR FEES

09             AUTHORIZATION TO BOARD TO CAUSE THE DISTRIBUTION OF ALL           Management     For         For
               SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING,
               ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

E1             ADAPTATION OF ARTICLES OF ASSOCIATION TO ABOLISHMENT OF LAW OF    Management     For         For
               JULY 31, 1929, ALL AS MORE FULLY DESCRIBED IN PROXY STATEMENT

E2             CHANGE OF THE DATE OF THE ANNUAL GENERAL MEETING SO THAT IT BE    Management     For         For
               HELD ON FIRST WEDNESDAY OF MAY OF EACH YEAR AT 11:00 A.M., AND
               CONSEQUENTIAL AMENDMENT TO ARTICLE 15 OF ARTICLES OF
               ASSOCIATION


THE HOME DEPOT, INC.


                                                                                             
SECURITY                      437076102                                            MEETING TYPE       Annual
TICKER SYMBOL                 HD                                                   MEETING DATE       02-Jun-2011
ISIN                          US4370761029                                         AGENDA             933427127 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 135
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: F. DUANE ACKERMAN                           Management     For         For

1B             ELECTION OF DIRECTOR: FRANCIS S. BLAKE                            Management     For         For

1C             ELECTION OF DIRECTOR: ARI BOUSBIB                                 Management     For         For

1D             ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN                        Management     For         For

1E             ELECTION OF DIRECTOR: J. FRANK BROWN                              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

1J             ELECTION OF DIRECTOR: RONALD L. SARGENT                           Management     For         For

02             PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP                    Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON            Management     Abstain     Against
               EXECUTIVE COMPENSATION

05             COMPANY PROPOSAL TO IMPLEMENT SHAREHOLDER ABILITY TO ACT BY       Management     For         For
               WRITTEN CONSENT (APPROVAL OF AMENDED AND RESTATED CERTIFICATE
               OF INCORPORATION)

06             SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING                  Shareholder    Against     For

07             SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETINGS       Shareholder    Against     For

08             SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY REPORT        Shareholder    Against     For

09             SHAREHOLDER PROPOSAL REGARDING ELECTIONEERING POLICIES AND        Shareholder    Against     For
               CONTRIBUTIONS


INGERSOLL-RAND PLC


                                                                                             
SECURITY                      G47791101                                            MEETING TYPE       Annual
TICKER SYMBOL                 IR                                                   MEETING DATE       02-Jun-2011
ISIN                          IE00B6330302                                         AGENDA             933429171 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: A.C. BERZIN                                 Management     For         For

1B             ELECTION OF DIRECTOR: J. BRUTON                                   Management     For         For

1C             ELECTION OF DIRECTOR: J.L. COHON                                  Management     For         For

1D             ELECTION OF DIRECTOR: G.D. FORSEE                                 Management     For         For

1E             ELECTION OF DIRECTOR: P.C. GODSOE                                 Management     For         For

1F             ELECTION OF DIRECTOR: E.E. HAGENLOCKER                            Management     For         For

1G             ELECTION OF DIRECTOR: C.J. HORNER                                 Management     For         For

1H             ELECTION OF DIRECTOR: M.W. LAMACH                                 Management     For         For

1I             ELECTION OF DIRECTOR: T.E. MARTIN                                 Management     For         For

1J             ELECTION OF DIRECTOR: R.J. SWIFT                                  Management     For         For

1K             ELECTION OF DIRECTOR: T.L. WHITE                                  Management     For         For

02             APPROVAL OF A NEW SENIOR EXECUTIVE PERFORMANCE PLAN.              Management     For         For

03             ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED          Management     Abstain     Against
               EXECUTIVE OFFICERS.

04             ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE        Management     Abstain     Against
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

05             APPROVAL OF AUTHORITY FOR THE COMPANY AND/OR ANY SUBSIDIARY OF    Management     For         For
               THE COMPANY TO MAKE MARKET PURCHASES OF COMPANY SHARES.

06             APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS AND           Management     For         For
               AUTHORIZATION OF THE AUDIT COMMITTEE TO SET THE AUDITORS'
               REMUNERATION.


WAL-MART STORES, INC.


                                                                                             
SECURITY                      931142103                                            MEETING TYPE       Annual
TICKER SYMBOL                 WMT                                                  MEETING DATE       03-Jun-2011
ISIN                          US9311421039                                         AGENDA             933425236 - 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: STEVEN S REINEMUND                          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 ACCOUNTANTS      Management     For         For

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

04             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 136
The Gabelli Equity Income Fund


                                                                                                
05             GENDER IDENTITY NON-DISCRIMINATION POLICY                         Shareholder    Against     For

06             POLITICAL CONTRIBUTIONS REPORT                                    Shareholder    Against     For

07             SPECIAL SHAREOWNER MEETINGS                                       Shareholder    Against     For

08             REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY REPORT    Shareholder    Against     For

09             CLIMATE CHANGE RISK DISCLOSURE                                    Shareholder    Against     For


FRANCE TELECOM


                                                                                             
SECURITY                      35177Q105                                            MEETING TYPE       Annual
TICKER SYMBOL                 FTE                                                  MEETING DATE       07-Jun-2011
ISIN                          US35177Q1058                                         AGENDA             933448878 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
O1             APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL     Management     For         For
               YEAR ENDED DECEMBER 31, 2010

O2             APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE         Management     For         For
               FINANCIAL YEAR ENDED DECEMBER 31, 2010

O3             ALLOCATION OF THE INCOME FOR THE FINANCIAL YEAR ENDED DECEMBER    Management     For         For
               31, 2010, AS STATED IN THE ANNUAL FINANCIAL STATEMENTS

O4             AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 OF THE FRENCH         Management     For         For
               COMMERCIAL CODE (CODE DE COMMERCE)

O5             RENEWAL OF THE APPOINTMENT OF MR. BERNARD DUFAU AS A DIRECTOR     Management     For         For

O6             APPOINTMENT OF MRS. HELLE KRISTOFFERSEN AS A DIRECTOR             Management     For         For

O7             APPOINTMENT OF MRS. MURIEL PENICAUD AS A DIRECTOR                 Management     For         For

O8             APPOINTMENT OF MR. JEAN-MICHEL SEVERINO AS A DIRECTOR             Management     For         For

O9             AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO          Management     For         For
               PURCHASE OR TRANSFER FRANCE TELECOM'S SHARES

E10            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE        Management     For         For
               SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS TO SHARES
               OF THE COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITH SHAREHOLDER
               PRE-EMPTIVE SUBSCRIPTION RIGHTS

E11            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE        Management     For         For
               SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS TO SHARES
               OF THE COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
               SHAREHOLDER PRE-EMPTIVE SUBSCRIPTION RIGHTS IN THE CONTEXT OF
               A PUBLIC OFFER

E12            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE        Management     For         For
               SHARES OF THE COMPANY AND SECURITIES GIVING ACCESS TO SHARES
               OF THE COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
               SHAREHOLDER PRE-EMPTIVE SUBSCRIPTION RIGHTS, IN THE CONTEXT OF
               AN OFFER AS DESCRIBED IN PARAGRAPH II OF ARTICLE L. 411-2 OF
               THE FRENCH MONETARY AND FINANCIAL CODE (CODE MONETAIRE ET
               FINANCIER)

E13            AUTHORIZATION TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER    Management     For         For
               OF ISSUABLE SECURITIES, IN THE EVENT OF A CAPITAL INCREASE
               WITH OR WITHOUT PRE- EMPTIVE SUBSCRIPTION RIGHTS

E14            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE        Management     For         For
               SHARES AND SECURITIES GIVING ACCESS TO SHARES, IN THE EVENT OF
               A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY

E15            DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO ISSUE SHARES    Management     For         For
               AND SECURITIES GIVING ACCESS TO SHARES, IN ORDER TO COMPENSATE
               CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF
               SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL

E16            DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO ISSUE SHARES    Management     For         For
               RESERVED FOR PERSONS THAT SIGNED A LIQUIDITY CONTRACT WITH THE
               COMPANY IN THEIR CAPACITY AS HOLDERS OF SHARES OR STOCK OPTIONS
               OF ORANGE S.A.

E17            DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO PROCEED WITH    Management     For         For
               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

E18            OVERALL LIMIT OF AUTHORIZATIONS                                   Management     For         For

E19            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE        Management     For         For
               SECURITIES GIVING ACCESS TO THE ALLOCATION OF DEBT SECURITIES

E20            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE     Management     For         For
               THE COMPANY'S CAPITAL BY CAPITALIZATION OF RESERVES, PROFITS
               OR PREMIUMS

E21            DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED      Management     For         For
               WITH CAPITAL INCREASES RESERVED FOR MEMBERS OF SAVINGS PLANS

E22            AUTHORIZATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE       Management     For         For
               CAPITAL THROUGH THE CANCELLATION OF SHARES

E23            POWERS FOR FORMALITIES                                            Management     For         For


MASTERCARD INCORPORATED


                                                                                             
SECURITY                      57636Q104                                            MEETING TYPE       Annual
TICKER SYMBOL                 MA                                                   MEETING DATE       07-Jun-2011
ISIN                          US57636Q1040                                         AGENDA             933452396 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 137
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: MARC OLIVIE                                 Management     For         For

1B             ELECTION OF DIRECTOR: RIMA QURESHI                                Management     For         For

1C             ELECTION OF DIRECTOR: MARK SCHWARTZ                               Management     For         For

1D             ELECTION OF DIRECTOR: JACKSON P. TAI                              Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION                           Management     Abstain     Against

03             ADVISORY VOTE ON FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION

04             RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP     Management     For         For
               AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
               COMPANY FOR 2011


RAIFFEISEN BANK INTERNATIONAL AG, WIEN


                                                                                             
SECURITY                      A7111G104                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       08-Jun-2011
ISIN                          AT0000606306                                         AGENDA             703066565 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Presentation of the financial statements and management           Management     For         For
               report, consolidated financial statements and management report
               for each of 31.12.2010, the proposal for the appropriation and
               the report of the supervisory board for the fiscal year 2010 and
               the corporate governance report of the board

2              Resolution on the use of the financial statements 31.12.2010      Management     For         For
               reported net income

3              Resolution on the discharge of the executive board for fiscal     Management     For         For
               year 2010

4              Resolution on the approval of the supervisory board for fiscal    Management     For         For
               year 2010

5              Resolution on the remuneration of the members of the              Management     For         For
               supervisory board for fiscal year 2010

6              Appointment of auditors (audit) for the annual and                Management     For         For
               consolidated financial statements for fiscal year 2012

7              Election of a member of the supervisory board                     Management     For         For

8              Resolution on the revocation of the still unutilized portion      Management     For         For
               of the authorization of the board pursuant to section 169
               (authorized capital) and the issue of authorization for a new
               authorized capital in cash and / or in kind in compliance
               with the statutory subscription rights and the corresponding
               amendment

9              Resolution authorizing the confiscation of capital                Management     For         For
               participation and the corresponding amendment

10             Resolution authorizing a transfer of shares program for           Management     For         For
               members of the board

CMMT           Due to changes in the Austrian market, instructions can only      Non-Voting
               be processed if t-he depository confirmation form and letter
               of attorney form are filled out, wh-ich can usually be found
               on the company homepage.  Please send us these, compl-eted, in
               their original form, by the stated deadline, to the following
               address-: . Xchanging Transaction Bank Event Services / CA
               Processing HV Ausland Postk-orb 44A02C Wilhelm Fay Str.31-37
               65936 Frankfurt Germany  . Please note: If th-ese forms are
               not fully completed and submitted by the stated deadline, then
               the instruction will be rejected.

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF             Non-Voting
               ADDITIONAL COMMENT. 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.


CATERPILLAR INC.


                                                                                             
SECURITY                      149123101                                            MEETING TYPE       Annual
TICKER SYMBOL                 CAT                                                  MEETING DATE       08-Jun-2011
ISIN                          US1491231015                                         AGENDA             933433740 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       DAVID L. CALHOUN                                                         For         For

               2       DANIEL M. DICKINSON                                                      For         For

               3       EUGENE V. FIFE                                                           For         For

               4       JUAN GALLARDO                                                            For         For

               5       DAVID R. GOODE                                                           For         For

               6       JESSE J. GREENE, JR.                                                     For         For

               7       PETER A. MAGOWAN                                                         For         For

               8       DENNIS A. MUILENBURG                                                     For         For

               9       DOUGLAS R. OBERHELMAN                                                    For         For

               10      WILLIAM A. OSBORN                                                        For         For

               11      CHARLES D. POWELL                                                        For         For

               12      EDWARD B. RUST, JR.                                                      For         For

               13      SUSAN C. SCHWAB                                                          For         For

               14      JOSHUA I. SMITH                                                          For         For

               15      MILES D. WHITE                                                           For         For

02             RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC           Management     For         For
               ACCOUNTING FIRM FOR 2011.

03             APPROVE AMENDED AND RESTATED CATERPILLAR INC. EXECUTIVE           Management     For         For
               SHORT-TERM INCENTIVE PLAN.



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 138
The Gabelli Equity Income Fund


                                                                                                
04             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

05             ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.   Management     Abstain     Against

06             STOCKHOLDER PROPOSAL - REPORT ON POLITICAL CONTRIBUTIONS AND      Shareholder    Against     For
               EXPENSES.

07             STOCKHOLDER PROPOSAL - EXECUTIVES TO RETAIN SIGNIFICANT STOCK.    Shareholder    Against     For

08             STOCKHOLDER PROPOSAL - DIRECTOR ELECTION MAJORITY VOTE            Shareholder    Against     For
               STANDARD.

09             STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS.              Shareholder    Against     For

10             STOCKHOLDER PROPOSAL - INDEPENDENT CHAIRMAN OF THE BOARD.         Shareholder    Against     For

11             STOCKHOLDER PROPOSAL - REVIEW GLOBAL CORPORATE STANDARDS.         Shareholder    Against     For

12             STOCKHOLDER PROPOSAL - DEATH BENEFITS POLICY.                     Shareholder    Against     For


DEVON ENERGY CORPORATION


                                                                                             
SECURITY                      25179M103                                            MEETING TYPE       Annual
TICKER SYMBOL                 DVN                                                  MEETING DATE       08-Jun-2011
ISIN                          US25179M1036                                         AGENDA             933435491 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       ROBERT H. HENRY                                                          For         For

               2       JOHN A. HILL                                                             For         For

               3       MICHAEL M. KANOVSKY                                                      For         For

               4       ROBERT A. MOSBACHER, JR                                                  For         For

               5       J. LARRY NICHOLS                                                         For         For

               6       DUANE C. RADTKE                                                          For         For

               7       MARY P. RICCIARDELLO                                                     For         For

               8       JOHN RICHELS                                                             For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON             Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE      Management     For         For
               SUPERMAJORITY VOTING PROVISIONS.

05             AMEND AND RESTATE THE RESTATED CERTIFICATE OF INCORPORATION TO    Management     For         For
               REMOVE UNNECESSARY AND OUTDATED PROVISIONS.

06             RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS      Management     For         For
               FOR 2011.

07             SHAREHOLDER ACTION BY WRITTEN CONSENT.                            Shareholder    Against     For


THE LUBRIZOL CORPORATION


                                                                                             
SECURITY                      549271104                                            MEETING TYPE       Special
TICKER SYMBOL                 LZ                                                   MEETING DATE       09-Jun-2011
ISIN                          US5492711040                                         AGENDA             933450710 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF         Management     For         For
               MARCH 13, 2011, BY AND AMONG BERKSHIRE HATHAWAY INC., OHIO
               MERGER SUB, INC., AND THE LUBRIZOL CORPORATION.

02             ANY PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF       Management     For         For
               NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE
               ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO
               ADOPT THE MERGER AGREEMENT.


LAS VEGAS SANDS CORP.


                                                                                             
SECURITY                      517834107                                            MEETING TYPE       Annual
TICKER SYMBOL                 LVS                                                  MEETING DATE       10-Jun-2011
ISIN                          US5178341070                                         AGENDA             933441420 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       CHARLES D. FORMAN                                                        For         For

               2       GEORGE P. KOO                                                            For         For

               3       IRWIN A. SIEGEL                                                          For         For

02             TO CONSIDER AND ACT UPON THE RATIFICATION OF THE SELECTION OF     Management     For         For
               PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
               REGISTERED PUBLIC ACCOUNTING FIRM.

03             TO CONSIDER AND ACT UPON AN ADVISORY (NON- BINDING) PROPOSAL      Management     Abstain     Against
               ON EXECUTIVE COMPENSATION.

04             TO CONSIDER AND ACT UPON AN ADVISORY (NON- BINDING) PROPOSAL      Management     Abstain     Against
               ON HOW FREQUENTLY STOCKHOLDERS SHOULD VOTE TO APPROVE
               COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.


MGM RESORTS INTERNATIONAL


                                                                                             
SECURITY                      552953101                                            MEETING TYPE       Annual
TICKER SYMBOL                 MGM                                                  MEETING DATE       14-Jun-2011
ISIN                          US5529531015                                         AGENDA             933443676 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 139
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management

               1       ROBERT H. BALDWIN                                                        For         For

               2       WILLIAM A. BIBLE                                                         For         For

               3       BURTON M. COHEN                                                          For         For

               4       WILLIE D. DAVIS                                                          For         For

               5       ALEXIS M. HERMAN                                                         For         For

               6       ROLAND HERNANDEZ                                                         For         For

               7       ANTHONY MANDEKIC                                                         For         For

               8       ROSE MCKINNEY-JAMES                                                      For         For

               9       JAMES J. MURREN                                                          For         For

               10      DANIEL J. TAYLOR                                                         For         For

               11      MELVIN B. WOLZINGER                                                      For         For

02             TO RATIFY THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC      Management     For         For
               ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

03             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

04             ADVISORY VOTE ON FREQUENCY OF THE STOCKHOLDER ADVISORY VOTE ON    Management     Abstain     Against
               EXECUTIVE COMPENSATION.

05             TO AMEND AND RESTATE THE AMENDED AND RESTATED CERTIFICATE OF      Management     For         For
               INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF
               AUTHORIZED SHARES OF COMMON STOCK TO 1,000,000,000.

06             TO APPROVE THE COMPANY'S AMENDED AND RESTATED ANNUAL              Management     For         For
               PERFORMANCE-BASED INCENTIVE PLAN FOR EXECUTIVE OFFICERS.

07             STOCKHOLDER PROPOSAL IF PRESENTED AT THE ANNUAL MEETING.          Shareholder    Against     For


AGL RESOURCES INC.


                                                                                             
SECURITY                      001204106                                            MEETING TYPE       Special
TICKER SYMBOL                 AGL                                                  MEETING DATE       14-Jun-2011
ISIN                          US0012041069                                         AGENDA             933450657 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO APPROVE THE ISSUANCE OF SHARES OF AGL RESOURCES INC. COMMON    Management     For         For
               STOCK AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER,
               DATED AS OF DECEMBER 6, 2010, AMONG AGL RESOURCES INC., APOLLO
               ACQUISITION CORP., OTTAWA ACQUISITION LLC AND NICOR INC.

02             TO APPROVE AN AMENDMENT TO AGL RESOURCES INC.'S AMENDED AND       Management     For         For
               RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
               DIRECTORS THAT MAY SERVE ON AGL RESOURCES INC.'S BOARD OF
               DIRECTORS FROM 15 TO 16 DIRECTORS

03             TO ADJOURN THE SPECIAL MEETING IF NECESSARY TO PERMIT FURTHER     Management     For         For
               SOLICITATION OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
               VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE
               ISSUANCE OF SHARES AND/OR THE AMENDMENT TO THE AMENDED AND
               RESTATED ARTICLES OF INCORPORATION


BELL ALIANT INC.


                                                                                             
SECURITY                      07786R105                                            MEETING TYPE       Annual
TICKER SYMBOL                                                                      MEETING DATE       14-Jun-2011
ISIN                          US07786R1059                                         AGENDA             933458653 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             DIRECTOR                                                          Management
               1       GEORGE COPE                                                              For         For

               2       CATHERINE BENNETT                                                        For         For

               3       ROBERT DEXTER                                                            For         For

               4       EDWARD REEVEY                                                            For         For

               5       KAREN SHERIFF                                                            For         For

               6       ANDREW SMITH                                                             For         For

               7       LOUIS TANGUAY                                                            For         For

               8       MARTINE TURCOTTE                                                         For         For

               9       SIIM VANASELJA                                                           For         For

               10      DAVID WELLS                                                              For         For

02             RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS BELL ALIANT'S          Management     For         For
               AUDITORS.

03             APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE        Management     For         For
               COMPENSATION (THE FULL TEXT OF WHICH IS SET OUT IN THE SECTION
               ENTITLED "WHAT THE MEETING WILL COVER - 4. NON-BINDING
               ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION" OF BELL
               ALIANT'S INFORMATION CIRCULAR).


FREEPORT-MCMORAN COPPER & GOLD INC.


                                                                                             
SECURITY                      35671D857                                            MEETING TYPE       Annual
TICKER SYMBOL                 FCX                                                  MEETING DATE       15-Jun-2011
ISIN                          US35671D8570                                         AGENDA             933435720 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 140
The Gabelli Equity Income Fund



                                                                                                            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       CHARLES C. KRULAK                                                        For         For

               7       BOBBY LEE LACKEY                                                         For         For

               8       JON C. MADONNA                                                           For         For

               9       DUSTAN E. MCCOY                                                          For         For

               10      JAMES R. MOFFETT                                                         For         For

               11      B.M. RANKIN, JR.                                                         For         For

               12      STEPHEN H. SIEGELE                                                       For         For

2              APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR        Management     Abstain     Against
               NAMED EXECUTIVE OFFICERS.

3              APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE        Management     Abstain     Against
               ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE
               OFFICERS.

4              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE       Management     For         For
               INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

5              STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A CANDIDATE       Shareholder    Against     For
               WITH ENVIRONMENTAL EXPERTISE TO BE RECOMMENDED FOR ELECTION
               TO THE COMPANY'S BOARD OF DIRECTORS.


THE PEP BOYS - MANNY, MOE & JACK


                                                                                             
SECURITY                      713278109                                            MEETING TYPE       Annual
TICKER SYMBOL                 PBY                                                  MEETING DATE       15-Jun-2011
ISIN                          US7132781094                                         AGENDA             933436873 - 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             ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.                    Management     Abstain     Against

03             ADVISORY VOTE TO CONDUCT FUTURE ADVISORY VOTES ON EXECUTIVE       Management     Abstain     Against
               COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED     Management     For         For
               PUBLIC ACCOUNTING FIRM.

05             APPROVAL OF OUR EMPLOYEE STOCK PURCHASE PLAN.                     Management     For         For

06             SHAREHOLDER PROPOSAL REGARDING LOWERING THE THRESHOLD REQUIRED    Shareholder    Against     For
               TO CALL A SPECIAL MEETING, IF PRESENTED BY ITS PROPONENT.


NTT DOCOMO,INC.


                                                                                             
SECURITY                      J59399105                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       17-Jun-2011
ISIN                          JP3165650007                                         AGENDA             703101864 - 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: Expand Business Lines                          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

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

4.4            Appoint a Corporate Auditor                                       Management     For         For


BANCO SANTANDER, S.A.


                                                                                             
SECURITY                      05964H105                                            MEETING TYPE       Annual
TICKER SYMBOL                 STD                                                  MEETING DATE       17-Jun-2011
ISIN                          US05964H1059                                         AGENDA             933465797 - Management



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 141
The Gabelli Equity Income Fund



                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

1B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE
               FULL TEXT OF THE RESOLUTION.                                      Management     For         For

02             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

3A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

3B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

3C             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

3D             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

04             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

5A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

5B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

5C             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

6A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

6B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

6C             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

07             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

8A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

8B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

9A             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

9B             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

10A            PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

10B            PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

10C            PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

10D            PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

11             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.

12             PLEASE REFER TO THE ENCLOSED DOCUMENT FOR THE FULL TEXT OF THE    Management     For         For
               RESOLUTION.


WIMM BILL DANN FOODS


                                                                                             
SECURITY                      97263M109                                            MEETING TYPE       Annual
TICKER SYMBOL                                                                      MEETING DATE       21-Jun-2011
ISIN                          US97263M1099                                         AGENDA             933480167 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
01             TO APPROVE THE ANNUAL REPORT PREPARED ON BASIS OF BOOK RECORDS    Management     For         For
               FOR 2010 FINANCIAL YEAR DRAWN UP ACCORDING TO RUSSIAN STANDARDS

02             TO APPROVAL THE WBD FOODS OJSC ANNUAL FINANCIAL STATEMENTS,       Management     For         For
               INCLUDING PROFIT AND LOSS STATEMENTS FOR 2010

03             TO LEAVE AMOUNT OF NET PROFIT REFLECTED IN BOOK RECORDS FOR       Management     For         For
               2010 FINANCIAL YEAR UNDISTRIBUTED. DO NOT DECLARE PAYMENT OF
               DIVIDEND

04             FOR PURPOSE OF VERIFYING FINANCIAL & BUSINESS ACTIVITIES OF       Management     For         For
               WBD FOODS OJSC, IN ACCORDANCE WITH LEGAL ACTS OF RUSSIAN
               FEDERATION, TO ASSIGN AS THE AUDITOR OF THE COMPANY IN 2011
               KPMG CJSC

05             DIRECTOR                                                          Management

               1       LAGUARTA RAMON LUIS                                                      For         For

               2       HAMPTON A.N. SEYMOUR                                                     For         For

               3       HEAVISIDE W. TIMOTHY                                                     For         For

               4       KIESLER, PAUL DOMINIC                                                    For         For

               5       EPIFANIOU, ANDREAS                                                       For         For

               6       MACLEOD, ANDREW JOHN                                                     For         For

               7       EZAMA, SERGIO                                                            For         For

               8       BOLOTOVSKY R.V.                                                          For         For

               9       POPOVICI SIIVIU EUGENIU                                                  For         For

               10      IVANOV D. VLADIMIROVICH                                                  For         For

               11      RHODES, MARCUS JAMES                                                     For         For

6A             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               VOLKOVA NATALIA BORISOVNA

6B             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               ERMAKOVA SVETLANA ALEXANDROVNA

6C             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               POLIKARPOVA NATALIA LEONIDOVNA

6D             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               PEREGUDOVA EKATERINA ALEXANDROVNA

6E             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               SOLNTSEVA EVGENIA SOLOMONOVNA



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 142
The Gabelli Equity Income Fund


                                                                                                
6F             ELECTION OF THE WBD FOODS OJSC AUDITING
               COMMISSION MEMBER : KOLESNIKOVA NATALIA
               NIKOLAEVNA                                                        Management     For         For

6G             ELECTION OF THE WBD FOODS OJSC AUDITING COMMISSION MEMBER :       Management     For         For
               CHERKUNOVA OLGA NIKOLAEVNA

07             TO AMEND WBD FOODS CHARTER WITH THE REVISED VERSION OF CLAUSE     Management     For         For
               15, PARAGRAPH 15.10


YAKULT HONSHA CO.,LTD.


                                                                                             
SECURITY                      J95468120                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       22-Jun-2011
ISIN                          JP3931600005                                         AGENDA             703133760 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1              Amend Articles to: Reduce Board Size to 15, Adopt Reduction of    Management     For         For
               Liability System for All Directors and All Auditors

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


YAHOO! INC.


                                                                                             
SECURITY                      984332106                                            MEETING TYPE       Annual
TICKER SYMBOL                 YHOO                                                 MEETING DATE       23-Jun-2011
ISIN                          US9843321061                                         AGENDA             933448575 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
1A             ELECTION OF DIRECTOR: CAROL BARTZ                                 Management     For         For

1B             ELECTION OF DIRECTOR: ROY J. BOSTOCK                              Management     For         For

1C             ELECTION OF DIRECTOR: PATTI S. HART                               Management     For         For

1D             ELECTION OF DIRECTOR: SUSAN M. JAMES                              Management     For         For

1E             ELECTION OF DIRECTOR: VYOMESH JOSHI                               Management     For         For

1F             ELECTION OF DIRECTOR: DAVID W. KENNY                              Management     For         For

1G             ELECTION OF DIRECTOR: ARTHUR H. KERN                              Management     For         For

1H             ELECTION OF DIRECTOR: BRAD D. SMITH                               Management     For         For

1I             ELECTION OF DIRECTOR: GARY L. WILSON                              Management     For         For

1J             ELECTION OF DIRECTOR: JERRY YANG                                  Management     For         For

02             ADVISORY VOTE ON EXECUTIVE COMPENSATION.                          Management     Abstain     Against

03             ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON        Management     Abstain     Against
               EXECUTIVE COMPENSATION.

04             RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED         Management     For         For
               PUBLIC ACCOUNTING FIRM.

05             SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS PRINCIPLES, IF        Shareholder    Against     For
               PROPERLY PRESENTED AT THE ANNUAL MEETING.


ALSTOM, PARIS


                                                                                             
SECURITY                      F0259M475                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       28-Jun-2011
ISIN                          FR0010220475                                         AGENDA             703050916 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE         Non-Voting
               OPTIONS ARE "FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE
               TREATED AS AN "AGAINST" VOTE.

CMMT           French Resident Shareowners must complete, sign and forward       Non-Voting
               the Proxy Card-directly 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 be forwarded to the Global Custodians that have
               become-Registered Intermediaries, on the Vote Deadline Date.
               In capacity as- Registered Intermediary, the Global 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

CMMT           PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS      Non-Voting
               AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINKS:
               https://balo.journal-
               officiel.gouv.fr/pdf/2011-/0509/201105091102076.pdf AND
               https://balo.journal-officiel.gouv.fr/pdf/2011/0-
               610/201106101103537.pdf

O.1            Approval of the corporate financial statements and operations     Management     For         For
               for the financial year ended March 31, 2011



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 143
The Gabelli Equity Income Fund


                                                                                                
O.2            Approval of the consolidated financial statements and             Management     For         For
               operations for the financial year ended March 31, 2011

O.3            Allocation of income                                              Management     For         For

O.4            Renewal of term of Mr. Patrick Kron as Board member               Management     For         For

O.5            Renewal of term of Mrs. Candace Beinecke as Board member          Management     For         For

O.6            Renewal of term of Mr. Jean-Martin Folz as Board member           Management     For         For

O.7            Renewal of term of Mr. James W. Leng as Board member              Management     For         For

O.8            Renewal of term of Mr. Klaus Mangold as Board member              Management     For         For

O.9            Renewal of term of Mr. Alan Thomson as Board member               Management     For         For

O.10           Authorization to be granted to the Board of Directors to trade    Management     For         For
               Company's shares

E.11           Authorization to be granted to the Board of Directors to          Management     For         For
               reduce capital by cancellation of shares

E.12           Powers to implement decisions of the General Meeting and to       Management     For         For
               accomplish all formalities

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF             Non-Voting
               ADDITIONAL URL. IF YOU H-AVE ALREADY SENT IN YOUR VOTES,
               PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO
               AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.


PARMALAT S P A


                                                                                             
SECURITY                      T7S73M107                                            MEETING TYPE       MIX
TICKER SYMBOL                                                                      MEETING DATE       28-Jun-2011
ISIN                          IT0003826473                                         AGENDA             703148797 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
CMMT           PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 813670 DUE    Non-Voting
               TO RECEIPT OF N-AMES OF DIRECTORS AND AUDITORS AND APPLICATION
               OF SPIN CONTROL. ALL VOTES RECE-IVED ON THE PREVIOUS MEETING
               WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRU-CT ON THIS
               MEETING NOTICE. THANK YOU.

CMMT           PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING      Non-Voting
               DATE FROM 25 JUNE-2011 TO 28 JUNE 2011. IF YOU HAVE ALREADY
               SENT IN YOUR VOTES, PLEASE DO NOT R-ETURN THIS PROXY FORM
               UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. T-HANK
               YOU.

O.1            To approve financial statement as of 31-Dec-10 and report on      Management     For         For
               management activity. Proposal of profit allocation. To exam
               Internal Auditors' report. Resolutions related thereto

CMMT           PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO BE ELECTED AS     Non-Voting
               DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
               MEETING. THE STANDING INSTRUCTI-ONS FOR THIS MEETING WILL BE
               DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR ONLY
               1 SLATE OF THE 3 SLATES OF DIRECTORS. THANK YOU

O.2.1          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The            Shareholder    Against     For
               candidate slate for the Board of Directors presented by Groupe
               Lactalis SA, holding 33,840,033 odinary shares of Parmalat
               S.p.A are the following: Antonio Sala, Marco Reboa, Francesco
               Gatti, Francesco Tato, Daniel Jaouen, Marco Jesi, Olivier
               Savary, Riccardo Zingales and Ferdinando Grimaldi Gualtieri

O.2.2          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The            Shareholder
               candidate slate for the Board of Directors presented by
               Mackenzie Financial corporation, holding 135,972,662 ordinary
               shares, Skagen As, holding 95,375,464 ordinary shares and
               Zenit Asset management holding 34,396,826 ordinary shares of
               Parmalat S.p.A are the following: Rainer Masera, Massimo
               Rossi, Enrico Salza, Peter Harf, Gerardus Wenceslaus Ignatius
               Maria van Kesteren, Johannees Gerardus Maria Priem, Dario
               Trevisan, Marco Pinciroli, Marco Rigotti, Francesco Daveri and
               Valter Lazzari

O.2.3          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Group of       Shareholder
               Minority shareholders: Aletti Gestierre SGR S.p.A, Anima SGR
               S.p.A, APG Algemene Pensioen Groep NV, Arca SGR S.p.A,
               Bancoposta Fondi SGR, BNP Paribas Investment partners SGR
               S.p.A, Eurizon Capital SGR S.p.A, Fideuram gestions S.p.A,
               Governance for Owners LLP, Interfund Sicav, Mediolanum
               Gestione fondi SGR and Pioneer investment management SGRpa:
               The candidate slate for the Board of Directors presented by
               Group of Minority shareholders holding 39,647,014 ordinary
               shares of Parmalat S.p.A are the following: Gatetano Mele,
               Nigel Cooper and Paolo Dal Pino

CMMT           PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO BE ELECTED AS     Non-Voting
               AUDITORS, THERE-IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT
               THE MEETING. THE STANDING INSTRUCT-IONS FOR THIS MEETING WILL
               BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR
               ONLY 1 OF THE 3 SLATES. THANK YOU.

O.3.1          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The            Shareholder    Against     For
               candidate slate for the Internal Auditors presented by Groupe
               Lactalis SA, holding 33,840,033 odinary shares of Parmalat
               S.p.A are the following: Alfredo Malguzzi (Effective auditor),
               Roberto Cravero (Effective auditor), Massimilano Nova
               (Effective auditor), Andrea Lionzo (alternate auditor) and
               Enrico Cossa (alternate auditor)

O.3.2          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: The            Shareholder    Against     For
               candidate slate for the Internal Auditors presented by
               Mackenzie Financial corporation, holding 135,972,662 ordinary
               shares, Skagen As, holding 95,375,464 ordinary shares and
               Zenit Asset management holding 34,396,826 ordinary shares of
               Parmalat S.p.A are the following: Giorgio Picone (Effective
               auditor), Paolo Alinovi (Effective auditor), Angelo Anedda
               (Effective auditor), Andrea Foschi (alternate auditor) and
               Cristian Tundo (alternate auditor)



ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 144
The Gabelli Equity Income Fund


                                                                                                
O.3.3          PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL:                Shareholder    Against     For
               The candidate slates for the Internal Auditors presented by
               Group of Minority shareholders holding 39,647,014 ordinary
               shares of Parmalat S.p.A are the following: Mario Stella
               Richter (Effective auditor) and Michele Rutigliano (alternate
               auditor)

E.1            Proposal to issue ordinary shares, free of payment, for           Management     For         For
               maximum EUR 90,019,822 by using the allocation to issue new
               shares upon partial amendment of the capital increase resolution
               approved by the extraordinary shareholders meeting held on
               01-Mar-05. To modify art. 5 (Stock capital) of the Bylaw a part
               from stock capital's nominal value approved by the shareholders
               meeting held on 01-Mar-05. Resolution related thereto

E.2            Proposal to modify art. 8 (Shareholders Meeting), 9 (Proxy        Management     For         For
               Voting) and 23 (Audit) of the Bylaw and amendment of the audit
               paragraph's title. Resolution related thereto


NISSIN FOODS HOLDINGS CO.,LTD.


                                                                                             
SECURITY                      J58063124                                            MEETING TYPE       Annual General Meeting
TICKER SYMBOL                                                                      MEETING DATE       29-Jun-2011
ISIN                          JP3675600005                                         AGENDA             703141969 - Management




                                                                                                            FOR/AGAINST
ITEM           PROPOSAL                                                          TYPE           VOTE        MANAGEMENT
------------   ---------------------------------------------------------------   ------------   ---------   -------------
                                                                                                
               Please reference meeting materials.                               Non-Voting

1.             Approve Appropriation of Retained Earnings                        Management     For         For

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

3.1            Appoint a Corporate Auditor                                       Management     For         For

3.2            Appoint a Corporate Auditor                                       Management     For         For
</Table>

ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   1
The Gabelli Woodland Small Cap Value Fund

                           Investment Company Report

ASCENT MEDIA CORPORATION


                                                                                                 
SECURITY                       043632108                                       MEETING TYPE               Annual
TICKER SYMBOL                  ASCMA                                           MEETING DATE               09-Jul-2010
ISIN                           US0436321089                                    AGENDA                     933287028 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       PHILIP J. HOLTHOUSE                                              For            For


                2       BRIAN C. MULLIGAN                                                For            For

02              PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR     Management       For            For
                INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
                DECEMBER 31, 2010.

03              STOCKHOLDER PROPOSAL RELATING TO THE REDEMPTION OF      Shareholder      For            Against
                THE PREFERRED SHARE PURCHASE RIGHTS ISSUED PURSUANT
                TO OUR RIGHTS AGREEMENT DATED SEPTEMBER 17, 2008, AS
                AMENDED.


KID BRANDS INC


                                                                                                 
SECURITY                       49375T100                                       MEETING TYPE               Annual
TICKER SYMBOL                  KID                                             MEETING DATE               15-Jul-2010
ISIN                           US49375T1007                                    AGENDA                     933295683 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RAPHAEL BENAROYA                                                 For            For

                2       MARIO CIAMPI                                                     For            For

                3       BRUCE G. CRAIN                                                   For            For

                4       FREDERICK J. HOROWITZ                                            For            For

                5       HUGH R. ROVIT                                                    For            For

                6       SALVATORE M. SALIBELLO                                           For            For

                7       JOHN SCHAEFER                                                    For            For

                8       MICHAEL ZIMMERMAN                                                For            For


CONSTELLATION BRANDS, INC.


                                                                                                 
SECURITY                       21036P108                                       MEETING TYPE               Annual
TICKER SYMBOL                  STZ                                             MEETING DATE               22-Jul-2010
ISIN                           US21036P1084                                    AGENDA                     933300319 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JERRY FOWDEN                                                     For            For

                2       BARRY A. FROMBERG                                                For            For

                3       JEANANNE K. HAUSWALD                                             For            For

                4       JAMES A. LOCKE III                                               For            For

                5       RICHARD SANDS                                                    For            For

                6       ROBERT SANDS                                                     For            For

                7       PAUL L. SMITH                                                    For            For

                8       MARK ZUPAN                                                       For            For

02              PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE     Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2011.


BRISTOW GROUP INC.


                                                                                                 
SECURITY                       110394103                                       MEETING TYPE               Annual
TICKER SYMBOL                  BRS                                             MEETING DATE               04-Aug-2010
ISIN                           US1103941035                                    AGENDA                     933303872 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       THOMAS N. AMONETT                                                For            For

                2       STEPHEN J. CANNON                                                For            For

                3       WILLIAM E. CHILES                                                For            For

                4       MICHAEL A. FLICK                                                 For            For

                5       IAN A. GODDEN                                                    For            For

                6       THOMAS C. KNUDSON                                                For            For

                7       JOHN M. MAY                                                      For            For

                8       BRUCE H. STOVER                                                  For            For

                9       KEN C. TAMBLYN                                                   For            For

                10      WILLIAM P. WYATT                                                 For            For

2               TO APPROVE AN AMENDMENT TO THE COMPANY'S 2007 LONG      Management       For            For
                TERM INCENTIVE PLAN

3               TO APPROVE AND RATIFY THE APPOINTMENT OF KPMG LLP AS    Management       For            For
                THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
                YEAR ENDING MARCH 31, 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   2
The Gabelli Woodland Small Cap Value Fund

CPI CORP.


                                                                                                 
SECURITY                       125902106                                       MEETING TYPE               Annual
TICKER SYMBOL                  CPY                                             MEETING DATE               11-Aug-2010
ISIN                           US1259021061                                    AGENDA                     933309329 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: JAMES ABEL                        Management       For            For

1B              ELECTION OF DIRECTOR: MICHAEL GLAZER                    Management       For            For

1C              ELECTION OF DIRECTOR: MICHAEL KOENEKE                   Management       For            For

1D              ELECTION OF DIRECTOR: DAVID MEYER                       Management       For            For

1E              ELECTION OF DIRECTOR: TURNER WHITE                      Management       For            For

1F              ELECTION OF DIRECTOR: ERIC SALUS                        Management       For            For

02              APPROVAL OF A PROPOSAL TO AMEND THE CPI CORP.           Management       Against        Against
                OMNIBUS INCENTIVE PLAN (THE "PLAN") TO AUTHORIZE
                THE ISSUANCE OF AN ADDITIONAL 300,000 SHARES OF
                COMMON STOCK PURSUANT TO THE PLAN.

03              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE      Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 5, 2011.


ALLIANCE ONE INTERNATIONAL, INC.


                                                                                                 
SECURITY                       018772103                                       MEETING TYPE               Annual
TICKER SYMBOL                  AOI                                             MEETING DATE               12-Aug-2010
ISIN                           US0187721032                                    AGENDA                     933310916 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       ROBERT E. HARRISON                                               For            For

                2       B. CLYDE PRESLAR                                                 For            For

                3       NORMAN A. SCHER                                                  For            For

02              RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE    Management       For            For
                LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
                FISCAL YEAR ENDING MARCH 31, 2011


THE J. M. SMUCKER COMPANY


                                                                                                 
SECURITY                       832696405                                       MEETING TYPE               Annual
TICKER SYMBOL                  SJM                                             MEETING DATE               18-Aug-2010
ISIN                           US8326964058                                    AGENDA                     933307375 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: KATHRYN W. DINDO                  Management       For            For

1B              ELECTION OF DIRECTOR: RICHARD K. SMUCKER                Management       For            For

1C              ELECTION OF DIRECTOR: WILLIAM H. STEINBRINK             Management       For            For

1D              ELECTION OF DIRECTOR: PAUL SMUCKER WAGSTAFF             Management       For            For

02              RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS     Management       For            For
                THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.

03              APPROVAL OF THE J.M. SMUCKER COMPANY 2010 EQUITY AND    Management       For            For
                INCENTIVE COMPENSATION PLAN.


SCHOLASTIC CORPORATION


                                                                                                 
SECURITY                       807066105                                       MEETING TYPE               Annual
TICKER SYMBOL                  SCHL                                            MEETING DATE               22-Sep-2010
ISIN                           US8070661058                                    AGENDA                     933318823 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       JAMES W. BARGE                                                   For            For

                2       MARIANNE CAPONNETTO                                              For            For

                3       JOHN G. MCDONALD                                                 For            For


GERBER SCIENTIFIC, INC.


                                                                                                 
SECURITY                       373730100                                       MEETING TYPE               Annual
TICKER SYMBOL                  GRB                                             MEETING DATE               23-Sep-2010
ISIN                           US3737301008                                    AGENDA                     933321856 - 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       JAMES A. MITAROTONDA                                             For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   3
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                7       JAVIER PEREZ                                                     For            For

                8       CAROLE F. ST. MARK                                               For            For

                9       W. JERRY VEREEN                                                  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 2011 FISCAL YEAR.


TEXAS INDUSTRIES, INC.


                                                                                                 
SECURITY                       882491103                                       MEETING TYPE               Annual
TICKER SYMBOL                  TXI                                             MEETING DATE               13-Oct-2010
ISIN                           US8824911031                                    AGENDA                     933323608 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       MEL G. BREKHUS                                                   For            For

                2       ROBERT D. ROGERS                                                 For            For

                3       RONALD G. STEINHART                                              For            For

02              TO APPROVE THE SELECTION OF ERNST & YOUNG LLP AS OUR    Management       For            For
                INDEPENDENT AUDITORS.


LAWSON SOFTWARE, INC.


                                                                                                 
SECURITY                       52078P102                                       MEETING TYPE               Annual
TICKER SYMBOL                  LWSN                                            MEETING DATE               18-Oct-2010
ISIN                           US52078P1021                                    AGENDA                     933325309 - 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       DR. ROMESH WADHWANI                                              For            For

                9       PAUL WAHL                                                        For            For

02              TO RATIFY AND APPROVE THE APPOINTMENT OF                Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
                YEAR ENDING MAY 31, 2011.

03              TO APPROVE THE LAWSON SOFTWARE, INC. 2010 STOCK         Management       Against        Against
                INCENTIVE PLAN.


MERCURY COMPUTER SYSTEMS, INC.


                                                                                                 
SECURITY                       589378108                                       MEETING TYPE               Annual
TICKER SYMBOL                  MRCY                                            MEETING DATE               21-Oct-2010
ISIN                           US5893781089                                    AGENDA                     933330045 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JAMES K. BASS                                                    For            For

                2       MICHAEL A. DANIELS                                               For            For

                3       LEE C. STEELE                                                    For            For

02              TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE         Management       Against        Against
                MERCURY COMPUTER SYSTEMS, INC. 2005 STOCK INCENTIVE
                PLAN DESCRIBED IN THE PROXY STATEMENT.

03              TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT    Management       For            For
                REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
                2011.


TECHNE CORPORATION


                                                                                                 
SECURITY                       878377100                                       MEETING TYPE               Annual
TICKER SYMBOL                  TECH                                            MEETING DATE               28-Oct-2010
ISIN                           US8783771004                                    AGENDA                     933327315 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       THOMAS E. OLAND                                                  For            For

                2       ROGER C. LUCAS PHD                                               For            For

                3       HOWARD V. O'CONNELL                                              For            For

                4       RANDOLPH C STEER MD PHD                                          For            For

                5       ROBERT V. BAUMGARTNER                                            For            For

                6       CHARLES A. DINARELLO MD                                          For            For

                7       KAREN A. HOLBROOK, PHD                                           For            For

                8       JOHN L. HIGGINS                                                  For            For

                9       ROELAND NUSSE PHD                                                For            For

2               TO SET THE NUMBER OF DIRECTORS AT NINE.                 Management       For            For

3               TO APPROVE THE COMPANY'S 2010 EQUITY INCENTIVE PLAN.    Management       For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   4
The Gabelli Woodland Small Cap Value Fund

IMMUCOR, INC.


                                                                                                 
SECURITY                       452526106                                       MEETING TYPE               Annual
TICKER SYMBOL                  BLUD                                            MEETING DATE               10-Nov-2010
ISIN                           US4525261065                                    AGENDA                     933333104 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       JAMES F. CLOUSER                                                 For            For

                2       DR. G. DE CHIRICO                                                For            For

                3       PAUL V. HOLLAND, M.D.                                            For            For

                4       RONNY B. LANCASTER                                               For            For

                5       PAUL D. MINTZ, M.D.                                              For            For

                6       G. MASON MORFIT                                                  For            For

                7       CHRIS E. PERKINS                                                 For            For

                8       JOSEPH E. ROSEN                                                  For            For

2               TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS      Management       For            For
                OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                FOR FISCAL 2011.


MICROS SYSTEMS, INC.


                                                                                                 
SECURITY                       594901100                                       MEETING TYPE               Annual
TICKER SYMBOL                  MCRS                                            MEETING DATE               19-Nov-2010
ISIN                           US5949011002                                    AGENDA                     933336299 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       LOUIS M. BROWN, JR.                                              For            For

                2       B. GARY DANDO                                                    For            For

                3       A.L. GIANNOPOULOS                                                For            For

                4       F. SUZANNE JENNICHES                                             For            For

                5       JOHN G. PUENTE                                                   For            For

                6       DWIGHT S. TAYLOR                                                 For            For

02              PROPOSAL TO RATIFY THE APPOINTMENT OF                   Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
                THE 2011 FISCAL YEAR (PROPOSAL 2)

03              PROPOSAL TO AMEND THE COMPANY'S 1991 STOCK OPTION       Management       Against        Against
                PLAN TO AUTHORIZE THE ISSUANCE OF AN ADDITIONAL
                1,200,000 SHARES OF COMMON STOCK (PROPOSAL 3)


OSI SYSTEMS, INC.


                                                                                                 
SECURITY                       671044105                                       MEETING TYPE               Annual
TICKER SYMBOL                  OSIS                                            MEETING DATE               30-Nov-2010
ISIN                           US6710441055                                    AGENDA                     933337900 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       DEEPAK CHOPRA                                                    For            For

                2       AJAY MEHRA                                                       For            For

                3       STEVEN C. GOOD                                                   For            For

                4       MEYER LUSKIN                                                     For            For

                5       DAVID T. FEINBERG                                                For            For

                6       WILLIAM F. BALLHAUS                                              For            For

2               RATIFICATION OF 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, 2011.

3               APPROVE THE AMENDED AND RESTATED 2006 EQUITY            Management       Against        Against
                PARTICIPATION PLAN OF OSI SYSTEMS, INC., TO
                INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
                ISSUANCE UNDER THE PLAN BY 1,350,000 SHARES AND
                TO INCREASE THE LIMIT ON THE NUMBER OF SHARES THAT
                MAY BE GRANTED UNDER THE PLAN AS RESTRICTED STOCK
                BY 675,000 SHARES.


A. SCHULMAN, INC.


                                                                                                 
SECURITY                       808194104                                       MEETING TYPE               Annual
TICKER SYMBOL                  SHLM                                            MEETING DATE               09-Dec-2010
ISIN                           US8081941044                                    AGENDA                     933346303 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       EUGENE R. ALLSPACH                                               For            For

                2       GREGORY T. BARMORE                                               For            For

                3       DAVID G. BIRNEY                                                  For            For

                4       HOWARD R. CURD                                                   For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   5
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                5       JOSEPH M. GINGO                                                  For            For

                6       MICHAEL A. MCMANUS, JR.                                          For            For

                7       LEE D. MEYER                                                     For            For

                8       JAMES A. MITAROTONDA                                             For            For

                9       ERNEST J. NOVAK, JR.                                             For            For

                10      DR. IRVIN D. REID                                                For            For

                11      JOHN B. YASINSKY                                                 For            For

02              THE RATIFICATION OF THE SELECTION OF                    Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS A. SCHULMAN'S
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                THE FISCAL YEAR ENDING AUGUST 31, 2011.

03              THE ADOPTION AND APPROVAL OF A. SCHULMAN'S 2010         Management       Against        Against
                VALUE CREATION REWARDS PLAN.


ALBERTO-CULVER COMPANY


                                                                                                 
SECURITY                       013078100                                       MEETING TYPE               Special
TICKER SYMBOL                  ACV                                             MEETING DATE               17-Dec-2010
ISIN                           US0130781000                                    AGENDA                     933349537 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF         Management       For            For
                MERGER, BY AND AMONG UNILEVER N.V., A NETHERLANDS
                CORPORATION, SOLELY WITH RESPECT TO SECTION 5.10
                THEREOF, UNILEVER PLC, A COMPANY INCORPORATED UNDER
                THE LAWS OF AND REGISTERED IN ENGLAND, CONOPCO,
                INC., A NEW YORK CORPORATION, ACE MERGER, INC., A
                DELAWARE CORPORATION, AND ALBERTO-CULVER COMPANY.

02              THE PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A        Management       For            For
                LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO
                SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE
                NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE
                MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.


NEWALLIANCE BANCSHARES, INC.


                                                                                                 
SECURITY                       650203102                                       MEETING TYPE               Special
TICKER SYMBOL                  NAL                                             MEETING DATE               20-Dec-2010
ISIN                           US6502031023                                    AGENDA                     933347127 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management       For            For
                OF AUGUST 18, 2010, AND AS AMENDED, BY AND BETWEEN
                FIRST NIAGARA FINANCIAL GROUP, INC., FNFG MERGER
                SUB, INC. AND NEWALLIANCE BANCSHARES, INC. AND
                APPROVE THE TRANSACTIONS CONTEMPLATED BY THE
                AGREEMENT AND PLAN OF MERGER, INCLUDING THE MERGER
                OF FNFG MERGER SUB, INC. WITH AND INTO NEWALLIANCE
                BANCSHARES, INC.

02              TO APPROVE ONE OR MORE ADJOURNMENTS 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 APPROVE THE
                AGREEMENT AND PLAN OF MERGER.


COMMSCOPE, INC.


                                                                                                 
SECURITY                       203372107                                       MEETING TYPE               Special
TICKER SYMBOL                  CTV                                             MEETING DATE               30-Dec-2010
ISIN                           US2033721075                                    AGENDA                     933357899 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS     Management       For            For
                OF OCTOBER 26, 2010, AS IT MAY BE AMENDED FROM TIME
                TO TIME, BY AND AMONG COMMSCOPE, INC., CEDAR I
                HOLDING COMPANY, INC. AND CEDAR I MERGER SUB, INC.

02              TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR         Management       For            For
                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.


ROBBINS & MYERS, INC.


                                                                                                 
SECURITY                       770196103                                       MEETING TYPE               Special
TICKER SYMBOL                  RBN                                             MEETING DATE               07-Jan-2011
ISIN                           US7701961036                                    AGENDA                     933355566 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              APPROVE THE ISSUANCE OF COMMON SHARES, WITHOUT PAR      Management       For            For
                VALUE, IN CONNECTION WITH THE MERGER (THE "MERGER")
                CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER,
                DATED AS OF OCTOBER 6, 2010 (THE "MERGER
                AGREEMENT"), BY & AMONG ROBBINS & MYERS, INC, T-3
                ENERGY SERVICES, INC. ("T-3"), TRIPLE MERGER I, INC.
                AND TRIPLE MERGER II, INC., ALL AS MORE FULLY
                DESCRIBED IN THE PROXY STATEMENT.

02              PROPOSAL TO APPROVE AN ADJOURNMENT OF THE ROBBINS &     Management       For            For
                MYERS SPECIAL MEETING (IF NECESSARY OR APPROPRIATE,
                INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
                NOT SUFFICIENT VOTES FOR THE APPROVAL OF THE
                PROPOSAL 1).




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   6
The Gabelli Woodland Small Cap Value Fund

HERLEY INDUSTRIES, INC.


                                                                                                 
SECURITY                       427398102                                       MEETING TYPE               Annual
TICKER SYMBOL                  HRLY                                            MEETING DATE               11-Jan-2011
ISIN                           US4273981021                                    AGENDA                     933360252 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DR. EDWARD A. BOGUCZ                                             For            For

                2       CARLOS C. CAMPBELL                                               For            For

                3       F. JACK LIEBAU, JR.                                              For            For

                4       MICHAEL N. POCALYKO                                              For            For

                5       JOHN A. THONET                                                   For            For

                6       RAJ TATTA                                                        For            For

02              PROPOSAL TO AMEND ARTICLE V OF THE COMPANY'S BYLAWS     Management       For            For
                TO MODIFY THE DEFINITION OF "INDEPENDENT DIRECTOR."

03              PROPOSAL TO AMEND SECTION 3, ARTICLE V OF THE           Management       For            For
                COMPANY'S BYLAWS TO GIVE THE AUDIT COMMITTEE
                RESPONSIBILITY FOR REVIEW OF "AFFILIATE
                TRANSACTIONS."

04              PROPOSAL TO AMEND ARTICLE V OF THE BYLAWS TO DELETE     Management       Against        Against
                SECTION 5, WHICH CURRENTLY REQUIRES A TWO- THIRDS
                VOTE OF STOCKHOLDERS TO AMEND ARTICLE V OF THE
                BYLAWS.

05              PROPOSAL TO AMEND SECTIONS 1 AND 4 OF ARTICLE V OF      Management       For            For
                THE BYLAWS TO CORRECT TYPOGRAPHICAL ERRORS.


ACTUANT CORPORATION


                                                                                                 
SECURITY                       00508X203                                       MEETING TYPE               Annual
TICKER SYMBOL                  ATU                                             MEETING DATE               14-Jan-2011
ISIN                           US00508X2036                                    AGENDA                     933355213 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       ROBERT C. ARZBAECHER                                             For            For

                2       GURMINDER S. BEDI                                                For            For

                3       GUSTAV H.P. BOEL                                                 For            For

                4       THOMAS J. FISCHER                                                For            For

                5       WILLIAM K. HALL                                                  For            For

                6       R. ALAN HUNTER                                                   For            For

                7       ROBERT A. PETERSON                                               For            For

                8       HOLLY A. VAN DEURSEN                                             For            For

                9       DENNIS K. WILLIAMS                                               For            For

2               RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE       Management       For            For
                COMPANY'S INDEPENDENT AUDITOR.


ROCHESTER MEDICAL CORPORATION


                                                                                                 
SECURITY                       771497104                                       MEETING TYPE               Annual
TICKER SYMBOL                  ROCM                                            MEETING DATE               27-Jan-2011
ISIN                           US7714971048                                    AGENDA                     933361216 - 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

02              RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS      Management       For            For
                INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
                SEPTEMBER 30, 2011

03              ADVISORY APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE    Management       Abstain        Against
                COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT

04              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                EXECUTIVE COMPENSATION VOTES


FAIR ISAAC CORPORATION


                                                                                                 
SECURITY                       303250104                                       MEETING TYPE               Annual
TICKER SYMBOL                  FICO                                            MEETING DATE               01-Feb-2011
ISIN                           US3032501047                                    AGENDA                     933362030 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: A. GEORGE BATTLE                  Management       For            For

1B              ELECTION OF DIRECTOR: NICHOLAS F. GRAZIANO              Management       For            For

1C              ELECTION OF DIRECTOR: MARK N. GREENE                    Management       For            For

1D              ELECTION OF DIRECTOR: ALEX W. HART                      Management       For            For

1E              ELECTION OF DIRECTOR: JAMES D. KRISNER                  Management       For            For

1F              ELECTION OF DIRECTOR: WILLIAM J. LANSING                Management       For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   7
The Gabelli Woodland Small Cap Value Fund


                                                                                            
1G              ELECTION OF DIRECTOR: RAHUL N. MERCHANT                 Management       For            For

1H              ELECTION OF DIRECTOR: MARGARET L. TAYLOR                Management       For            For

1I              ELECTION OF DIRECTOR: DUANE E. WHITE                    Management       For            For

02              TO APPROVE THE ADVISORY (NON-BINDING) RESOLUTION        Management       Abstain        Against
                RELATING TO THE COMPANY'S EXECUTIVE OFFICER
                COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.

03              ADVISORY (NON-BINDING) VOTE ON THE DESIRED FREQUENCY    Management       Abstain        Against
                OF SEEKING APPROVAL OF THE COMPANY'S EXECUTIVE
                OFFICER COMPENSATION.

04              TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management       For            For
                AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
                CURRENT FISCAL YEAR.


GRIFFON CORPORATION


                                                                                                 
SECURITY                       398433102                                       MEETING TYPE               Annual
TICKER SYMBOL                  GFF                                             MEETING DATE               03-Feb-2011
ISIN                           US3984331021                                    AGENDA                     933360048 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       BERTRAND M. BELL                                                 For            For

                2       ROBERT G. HARRISON                                               For            For

                3       RONALD J. KRAMER                                                 For            For

                4       MARTIN S. SUSSMAN                                                For            For

02              APPROVAL OF THE RESOLUTION APPROVING THE                Management       Abstain        Against
                COMPENSATION OF OUR EXECUTIVE OFFICERS AS DISCLOSED
                IN THE PROXY STATEMENT.

03              SELECTION OF VOTING FREQUENCY FOR FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON THE COMPENSATION OF OUR EXECUTIVE OFFICERS.

04              APPROVAL OF THE GRIFFON CORPORATION 2011 EQUITY         Management       Against        Against
                INCENTIVE PLAN.

05              APPROVAL OF THE GRIFFON CORPORATION 2011 PERFORMANCE    Management       For            For
                BONUS PLAN.

06              RATIFICATION OF THE SELECTION BY OUR AUDIT COMMITTEE    Management       For            For
                OF GRANT THORNTON LLP TO SERVE AS OUR INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2011.


MTS SYSTEMS CORPORATION


                                                                                                 
SECURITY                       553777103                                       MEETING TYPE               Annual
TICKER SYMBOL                  MTSC                                            MEETING DATE               09-Feb-2011
ISIN                           US5537771033                                    AGENDA                     933361660 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DAVID J. ANDERSON                                                For            For

                2       JEAN-LOU CHAMEAU                                                 For            For

                3       LAURA B. HAMILTON                                                For            For

                4       BRENDAN C. HEGARTY                                               For            For

                5       EMILY M. LIGGETT                                                 For            For

                6       WILLIAM V. MURRAY                                                For            For

                7       BARB J. SAMARDZICH                                               For            For

                8       GAIL P. STEINEL                                                  For            For

02              TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE            Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR FISCAL 2011.

03              TO APPROVE THE MTS SYSTEMS CORPORATION 2011 STOCK       Management       Against        Against
                INCENTIVE PLAN.

04              TO APPROVE THE MTS SYSTEMS CORPORATION 2012 EMPLOYEE    Management       For            For
                STOCK PURCHASE PLAN.

05              TO HOLD A NON-BINDING, ADVISORY VOTE REGARDING THE      Management       Abstain        Against
                COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.

06              TO HOLD A NON-BINDING, ADVISORY VOTE REGARDING THE      Management       Abstain        Against
                FREQUENCY OF THE VOTING ON THE COMPENSATION OF THE
                COMPANY'S NAMED EXECUTIVE OFFICERS.


KEY TECHNOLOGY, INC.


                                                                                                 
SECURITY                       493143101                                       MEETING TYPE               Annual
TICKER SYMBOL                  KTEC                                            MEETING DATE               11-Feb-2011
ISIN                           US4931431013                                    AGENDA                     933362004 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DAVID M. CAMP                                                    For            For

                2       RICHARD LAWRENCE                                                 For            For

02              PROPOSAL TO CONSIDER ADVISORY APPROVAL OF THE           Management       Abstain        Against
                COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.

03              PROPOSAL TO CONDUCT AN ADVISORY VOTE ON THE             Management       Abstain        Against
                FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION
                OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04              PROPOSAL TO CONSIDER APPROVAL OF THE COMPANY'S 2010     Management       Against        Against
                EQUITY INCENTIVE PLAN.

05              PROPOSAL TO RATIFY SELECTION OF GRANT THORNTON LLP      Management       For            For
                AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTANTS FOR THE 2011 FISCAL YEAR.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   8
The Gabelli Woodland Small Cap Value Fund

LIQUIDITY SERVICES, INC.


                                                                                                 
SECURITY                       53635B107                                       MEETING TYPE               Annual
TICKER SYMBOL                  LQDT                                            MEETING DATE               16-Feb-2011
ISIN                           US53635B1070                                    AGENDA                     933368094 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       PHILLIP A. CLOUGH                                                For            For

                2       GEORGE H. ELLIS                                                  For            For

                3       JAIME MATEUS-TIQUE                                               For            For

02              RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S      Management       For            For
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                FISCAL 2011.

03              APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE         Management       Abstain        Against
                COMPENSATION.

04              ADVISORY VOTE ON THE FREQUENCY OF CONDUCTING FUTURE     Management       Abstain        Against
                ADVISORY VOTES ON EXECUTIVE COMPENSATION.


POWELL INDUSTRIES, INC.


                                                                                                 
SECURITY                       739128106                                       MEETING TYPE               Annual
TICKER SYMBOL                  POWL                                            MEETING DATE               23-Feb-2011
ISIN                           US7391281067                                    AGENDA                     933365529 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       EUGENE L. BUTLER                                                 For            For

                2       CHRISTOPHER E. CRAGG                                             For            For

                3       BONNIE V. HANCOCK                                                For            For

02              TO HOLD A STOCKHOLDER ADVISORY VOTE ON THE              Management       Abstain        Against
                COMPENSATION OF EXECUTIVES, AS DISCLOSED PURSUANT TO
                THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES
                AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION
                DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND
                ANY RELATED MATERIAL DISCLOSED IN THIS PROXY
                STATEMENT ("SAY-ON-PAY").

03              TO HOLD A VOTE ON WHETHER THE COMPANY WILL CONDUCT      Management       Abstain        Against
                FUTURE SAY-ON-PAY VOTES EVERY YEAR, EVERY TWO YEARS
                OR EVERY THREE YEARS.


ALBERTO-CULVER COMPANY


                                                                                                 
SECURITY                       013078100                                       MEETING TYPE               Annual
TICKER SYMBOL                  ACV                                             MEETING DATE               24-Feb-2011
ISIN                           US0130781000                                    AGENDA                     933368878 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       THOMAS A. DATTILO                                                For            For

                2       JIM EDGAR                                                        For            For

                3       SAM J. SUSSER                                                    For            For

02              A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF          Management       Abstain        Against
                EXECUTIVE COMPENSATION.

03              A NON-BINDING ADVISORY VOTE ON THE APPROVAL OF THE      Management       Abstain        Against
                FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
                COMPENSATION.


ASCENT MEDIA CORPORATION


                                                                                                 
SECURITY                       043632108                                       MEETING TYPE               Special
TICKER SYMBOL                  ASCMA                                           MEETING DATE               24-Feb-2011
ISIN                           US0436321089                                    AGENDA                     933368931 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              PROPOSAL TO APPROVE THE SALE OF 100% OF OUR CONTENT     Management       Against        Against
                DISTRIBUTION BUSINESS UNIT TO ENCOMPASS DIGITAL
                MEDIA, INC. AND ITS WHOLLY-OWNED SUBSIDIARY.


J.CREW GROUP, INC.


                                                                                                 
SECURITY                       46612H402                                       MEETING TYPE               Special
TICKER SYMBOL                  JCG                                             MEETING DATE               01-Mar-2011
ISIN                           US46612H4020                                    AGENDA                     933370087 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED        Management       For            For
                NOVEMBER 23, 2010, AS AMENDED BY AMENDMENT NO. 1
                TO THE AGREEMENT AND PLAN OF MERGER, DATED
                JANUARY 18, 2011 (AS AMENDED, THE "MERGER AGREEMENT")
                WITH CHINOS HOLDINGS, INC., ("PARENT"), AND CHINOS
                ACQUISITION CORPORATION, ("MERGER SUB") AS MORE FULLY
                DESCRIBED IN THE PROXY STATEMENT.

02              TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING,      Management       For            For
                IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
                PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME
                OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   9
The Gabelli Woodland Small Cap Value Fund

THE TORO COMPANY


                                                                                                 
SECURITY                       891092108                                       MEETING TYPE               Annual
TICKER SYMBOL                  TTC                                             MEETING DATE               15-Mar-2011
ISIN                           US8910921084                                    AGENDA                     933368842 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JEFFREY M. ETTINGER                                              For            For

                2       KATHERINE J. HARLESS                                             For            For

                3       INGE G. THULIN                                                   For            For

                4       MICHAEL J. HOFFMAN                                               For            For

02              RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR        Management       For            For
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                OUR FISCAL YEAR ENDING OCTOBER 31, 2011.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF AN EXECUTIVE          Management       Abstain        Against
                COMPENSATION ADVISORY VOTE.


ROBBINS & MYERS, INC.


                                                                                                 
SECURITY                       770196103                                       MEETING TYPE               Annual
TICKER SYMBOL                  RBN                                             MEETING DATE               22-Mar-2011
ISIN                           US7701961036                                    AGENDA                     933375051 - 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 AS     Management       For            For
                INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING AUGUST
                31, 2011.

03              APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE       Management       Abstain        Against
                COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.

04              APPROVAL IN AN ADVISORY (NON-BINDING) VOTE OF THE       Management       Abstain        Against
                FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
                COMPENSATION.


TIER TECHNOLOGIES, INC.


                                                                                                 
SECURITY                       88650Q100                                       MEETING TYPE               Annual
TICKER SYMBOL                  TIER                                            MEETING DATE               07-Apr-2011
ISIN                           US88650Q1004                                    AGENDA                     933387931 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       CHARLES W. BERGER                                                For            For

                2       MORGAN P. GUENTHER                                               For            For

                3       JAMES C. HALE                                                    For            For

                4       ALEX P. HART                                                     For            For

                5       PHILIP G. HEASLEY                                                For            For

                6       DAVID A. POE                                                     For            For

                7       ZACHARY F. SADEK                                                 For            For

                8       KATHERINE A. SCHIPPER                                            For            For

02              TO APPROVE AN ADVISORY VOTE ON EXECUTIVE                Management       Abstain        Against
                COMPENSATION.

03              TO APPROVE HOLDING FUTURE EXECUTIVE COMPENSATION        Management       Abstain        Against
                ADVISORY VOTES EVERY ONE YEAR, TWO YEARS, OR THREE
                YEARS, AS INDICATED.

04              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, 2011.


AEP INDUSTRIES INC.


                                                                                                 
SECURITY                       001031103                                       MEETING TYPE               Annual
TICKER SYMBOL                  AEPI                                            MEETING DATE               12-Apr-2011
ISIN                           US0010311035                                    AGENDA                     933377120 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       KENNETH AVIA                                                     For            For

                2       LAWRENCE R. NOLL                                                 For            For

02              RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S     Management       For            For
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                FISCAL 2011.

03              TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE              Management       Abstain        Against
                COMPENSATION.

04              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  10
The Gabelli Woodland Small Cap Value Fund

H.B. FULLER COMPANY


                                                                                                 
SECURITY                       359694106                                       MEETING TYPE               Annual
TICKER SYMBOL                  FUL                                             MEETING DATE               14-Apr-2011
ISIN                           US3596941068                                    AGENDA                     933375291 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       J. MICHAEL LOSH                                                  For            For

                2       LEE R. MITAU                                                     For            For

                3       R. WILLIAM VAN SANT                                              For            For

02              A NON-BINDING ADVISORY VOTE TO APPROVE THE              Management       Abstain        Against
                COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
                DISCLOSED IN THE ATTACHED PROXY STATEMENT.

03              A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN      Management       Abstain        Against
                ADVISORY VOTE ON EXECUTIVE COMPENSATION.

04              THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS      Management       For            For
                H.B. FULLER'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
                3, 2011.


CRANE CO.


                                                                                                 
SECURITY                       224399105                                       MEETING TYPE               Annual
TICKER SYMBOL                  CR                                              MEETING DATE               18-Apr-2011
ISIN                           US2243991054                                    AGENDA                     933380482 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: E. THAYER BIGELOW                 Management       For            For

1B              ELECTION OF DIRECTOR: PHILIP R. LOCHNER, JR.            Management       For            For

1C              ELECTION OF DIRECTOR: RONALD F. MCKENNA                 Management       For            For

02              RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP      Management       For            For
                AS INDEPENDENT AUDITORS FOR THE COMPANY FOR 2011

03              APPROVAL OF ANNUAL INCENTIVE PLAN                       Management       For            For

04              SAY ON PAY - AN ADVISORY VOTE ON APPROVAL OF            Management       Abstain        Against
                EXECUTIVE COMPENSATION

05              SAY WHEN ON PAY - AN ADVISORY VOTE ON APPROVAL OF       Management       Abstain        Against
                THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
                COMPENSATION


VALMONT INDUSTRIES, INC.


                                                                                                 
SECURITY                       920253101                                       MEETING TYPE               Annual
TICKER SYMBOL                  VMI                                             MEETING DATE               26-Apr-2011
ISIN                           US9202531011                                    AGENDA                     933383832 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management


                1       MOGENS C. BAY                                                    For            For

                2       WALTER SCOTT, JR.                                                For            For

                3       CLARK T. RANDT, JR.                                              For            For

02              PROPOSAL TO APPROVE AN ADVISORY VOTE ON EXECUTIVE       Management       Abstain        Against
                COMPENSATION.

03              PROPOSAL TO APPROVE AN ADVISORY VOTE ON THE             Management       Abstain        Against
                FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

04              RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management       For            For
                AS INDEPENDENT AUDITORS FOR FISCAL 2011.


FMC CORPORATION


                                                                                                 
SECURITY                       302491303                                       MEETING TYPE               Annual
TICKER SYMBOL                  FMC                                             MEETING DATE               26-Apr-2011
ISIN                           US3024913036                                    AGENDA                     933390419 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: EDWARD J. MOONEY                  Management       For            For

1B              ELECTION OF DIRECTOR: ENRIQUE J. SOSA                   Management       For            For

1C              ELECTION OF DIRECTOR: VINCENT R. VOLPE, JR.             Management       For            For

02              RATIFICATION OF THE APPOINTMENT OF INDEPENDENT          Management       For            For
                REGISTERED PUBLIC ACCOUNTING FIRM.

03              APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE             Management       Abstain        Against
                COMPENSATION.

04              RECOMMENDATION, BY NON-BINDING VOTE, OF THE             Management       Abstain        Against
                FREQUENCY OF EXECUTIVE COMPENSATION VOTES.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  11
The Gabelli Woodland Small Cap Value Fund

HARSCO CORPORATION


                                                                                                 
SECURITY                       415864107                                       MEETING TYPE               Annual
TICKER SYMBOL                  HSC                                             MEETING DATE               26-Apr-2011
ISIN                           US4158641070                                    AGENDA                     933395419 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       K.G. EDDY                                                        For            For

                2       D.C. EVERITT                                                     For            For

                3       S.D. FAZZOLARI                                                   For            For

                4       S.E. GRAHAM                                                      For            For

                5       T.D. GROWCOCK                                                    For            For

                6       H.W. KNUEPPEL                                                    For            For

                7       J.M. LOREE                                                       For            For

                8       A.J. SORDONI III                                                 For            For

                9       R.C. WILBURN                                                     For            For

02              RATIFICATION OF THE APPOINTMENT OF                      Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.

03              ADVISORY VOTE ON NAMED EXECUTIVE OFFICER                Management       Abstain        Against
                COMPENSATION.

04              ADVISORY VOTE ON THE FREQUENCY OF FUTURE NAMED          Management       Abstain        Against
                EXECUTIVE OFFICER COMPENSATION ADVISORY VOTES.


KAMAN CORPORATION


                                                                                                 
SECURITY                       483548103                                       MEETING TYPE               Annual
TICKER SYMBOL                  KAMN                                            MEETING DATE               27-Apr-2011
ISIN                           US4835481031                                    AGENDA                     933375734 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               DIRECTOR                                                Management

                1       BRIAN E. BARENTS                                                 For            For

                2       GEORGE E. MINNICH                                                For            For

                3       THOMAS W. RABAUT                                                 For            For

2               TO PROVIDE AN ADVISORY VOTE ON EXECUTIVE                Management       Abstain        Against
                COMPENSATION.

3               TO PROVIDE AN ADVISORY VOTE ON THE FREQUENCY OF THE     Management       Abstain        Against
                EXECUTIVE COMPENSATION ADVISORY VOTE.

4               RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE      Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM.


TCF FINANCIAL CORPORATION


                                                                                                 
SECURITY                       872275102                                       MEETING TYPE               Annual
TICKER SYMBOL                  TCB                                             MEETING DATE               27-Apr-2011
ISIN                           US8722751026                                    AGENDA                     933380103 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RAYMOND L. BARTON                                                For            For

                2       PETER BELL                                                       For            For

                3       WILLIAM F. BIEBER                                                For            For

                4       THEODORE J. BIGOS                                                For            For

                5       WILLIAM A. COOPER                                                For            For

                6       THOMAS A. CUSICK                                                 For            For

                7       LUELLA G. GOLDBERG                                               For            For

                8       KAREN L. GRANDSTRAND                                             For            For

                9       GEORGE G. JOHNSON                                                For            For

                10      VANCE K. OPPERMAN                                                For            For

                11      GREGORY J. PULLES                                                For            For

                12      GERALD A. SCHWALBACH                                             For            For

                13      RALPH STRANGIS                                                   For            For

                14      BARRY N. WINSLOW                                                 For            For

                15      RICHARD A. ZONA                                                  For            For

02              APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED         Management       For            For
                SHARES RESERVED FOR ISSUANCE UNDER THE TCF
                EMPLOYEES STOCK PURCHASE PLAN - SUPPLEMENTAL PLAN

03              APPROVE REVISED AND ADDITIONAL PERFORMANCE CRITERIA     Management       For            For
                UNDER THE TCF PERFORMANCE-BASED COMPENSATION POLICY

04              APPROVE REVISED AND ADDITIONAL PERFORMANCE CRITERIA     Management       For            For
                UNDER THE TCF FINANCIAL INCENTIVE STOCK PROGRAM

05              APPROVE AN AMENDED AND RESTATED CERTIFICATE OF          Management       For            For
                INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING
                REQUIREMENTS

06              ADVISORY (NON-BINDING) VOTE ON EXECUTIVE                Management       Abstain        Against
                COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT

07              ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE     Management       Abstain        Against
                STOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
                AS DISCLOSED IN THE PROXY STATEMENT

08              ADVISORY (NON-BINDING) VOTE ON THE APPOINTMENT OF       Management       For            For
                KPMG LLP AS INDEPENDENT REGISTERED PUBLIC
                ACCOUNTANTS FOR 2011




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  12
The Gabelli Woodland Small Cap Value Fund

DELUXE CORPORATION


                                                                                                 
SECURITY                       248019101                                       MEETING TYPE               Annual
TICKER SYMBOL                  DLX                                             MEETING DATE               27-Apr-2011
ISIN                           US2480191012                                    AGENDA                     933381030 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RONALD C. BALDWIN                                                For            For

                2       CHARLES A. HAGGERTY                                              For            For

                3       DON J. MCGRATH                                                   For            For

                4       C.E. MAYBERRY MCKISSACK                                          For            For

                5       NEIL J. METVINER                                                 For            For

                6       STEPHEN P. NACHTSHEIM                                            For            For

                7       MARY ANN O'DWYER                                                 For            For

                8       MARTYN R. REDGRAVE                                               For            For

                9       LEE J. SCHRAM                                                    For            For

02              RESOLVED, THAT THE SHAREHOLDERS APPROVE, ON AN          Management       Abstain        Against
                ADVISORY BASIS, THE COMPENSATION OF DELUXE'S
                NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE
                COMPENSATION DISCUSSION AND ANALYSIS SECTION,
                THE COMPENSATION TABLES AND THE NARRATIVE DISCLOSURES
                THAT ACCOMPANY THE COMPENSATION TABLES SET FORTH
                IN THIS PROXY STATEMENT.

03              THE PREFERRED FREQUENCY WITH WHICH DELUXE IS TO HOLD    Management       Abstain        Against
                A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF
                THE NAMED EXECUTIVE OFFICERS IS EVERY 1 YEAR,
                EVERY 2 YEARS OR EVERY 3 YEARS.

04              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, 2011.


FAMOUS DAVE'S OF AMERICA, INC.


                                                                                                 
SECURITY                       307068106                                       MEETING TYPE               Annual
TICKER SYMBOL                  DAVE                                            MEETING DATE               03-May-2011
ISIN                           US3070681065                                    AGENDA                     933388729 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       CHRISTOPHER O'DONNELL                                            For            For

                2       K. JEFFREY DAHLBERG                                              For            For

                3       WALLACE B. DOOLIN                                                For            For

                4       LISA A. KRO                                                      For            For

                5       RICHARD L. MONFORT                                               For            For

                6       DEAN A. RIESEN                                                   For            For

02              TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND    Management       Against        Against
                RESTATED 2005 STOCK INCENTIVE PLAN TO INCREASE THE
                NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
                ISSUANCE THEREUNDER FROM 950,000 SHARES TO 1,400,000
                SHARES.

03              TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP,        Management       For            For
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS
                INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 2011.


SPIRIT AEROSYSTEMS HOLDINGS INC


                                                                                                 
SECURITY                       848574109                                       MEETING TYPE               Annual
TICKER SYMBOL                  SPR                                             MEETING DATE               03-May-2011
ISIN                           US8485741099                                    AGENDA                     933404256 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       CHARLES L. CHADWELL                                              For            For

                2       IVOR EVANS                                                       For            For

                3       PAUL FULCHINO                                                    For            For

                4       RICHARD GEPHARDT                                                 For            For

                5       ROBERT JOHNSON                                                   For            For

                6       RONALD KADISH                                                    For            For

                7       TAWFIQ POPATIA                                                   For            For

                8       FRANCIS RABORN                                                   For            For

                9       JEFFREY L. TURNER                                                For            For

                10      JAMES L. WELCH                                                   For            For

02              APPROVE AN AMENDMENT TO THE COMPANY'S LONG- TERM        Management       For            For
                INCENTIVE PLAN.

03              APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE    Management       Abstain        Against
                COMPANY'S NAMED EXECUTIVE OFFICERS.

04              VOTE ON AN ADVISORY BASIS ON THE FREQUENCY OF AN        Management       Abstain        Against
                ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S
                NAMED EXECUTIVE OFFICERS.

05              RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management       For            For
                AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR FISCAL YEAR 2011.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  13
The Gabelli Woodland Small Cap Value Fund

JOURNAL COMMUNICATIONS, INC.


                                                                                                 
SECURITY                       481130102                                       MEETING TYPE               Annual
TICKER SYMBOL                  JRN                                             MEETING DATE               04-May-2011
ISIN                           US4811301021                                    AGENDA                     933387373 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       STEVEN J. SMITH                                                  For            For

                2       MARY ELLEN STANEK                                                For            For

                3       OWEN SULLIVAN                                                    For            For

02              NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION      Management       Abstain        Against
                OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS
                DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT

03              NON-BINDING PREFERENCE AS TO HOW FREQUENTLY             Management
                SHAREHOLDERS WILL VOTE ON A NON-BINDING RESOLUTION
                TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED
                EXECUTIVE OFFICERS IN FUTURE YEARS

04              RATIFICATION OF THE APPOINTMENT OF                      Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
                YEAR ENDING DECEMBER 25, 2011


CHURCH & DWIGHT CO., INC.


                                                                                                 
SECURITY                       171340102                                       MEETING TYPE               Annual
TICKER SYMBOL                  CHD                                             MEETING DATE               05-May-2011
ISIN                           US1713401024                                    AGENDA                     933389430 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JOSE B. ALVAREZ                                                  For            For

                2       JAMES R. CRAIGIE                                                 For            For

                3       ROSINA B. DIXON                                                  For            For

                4       ROBERT D. LEBLANC                                                For            For

02              ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE        Management       Abstain        Against
                OFFICERS.

03              ADVISORY VOTE TO DETERMINE THE FREQUENCY OF THE         Management       Abstain        Against
                ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE
                OFFICERS.

04              RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE    Management       For            For
                LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM TO AUDIT THE CHURCH & DWIGHT CO., INC. 2011
                CONSOLIDATED FINANCIAL STATEMENTS.


GAYLORD ENTERTAINMENT COMPANY


                                                                                                 
SECURITY                       367905106                                       MEETING TYPE               Annual
TICKER SYMBOL                  GET                                             MEETING DATE               05-May-2011
ISIN                           US3679051066                                    AGENDA                     933404092 - 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       TERRELL T. PHILEN, JR.                                           For            For

                8       ROBERT S. PRATHER, JR.                                           For            For

                9       COLIN V. REED                                                    For            For

                10      MICHAEL D. ROSE                                                  For            For

                11      MICHAEL I. ROTH                                                  For            For

02              TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management       For            For
                THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR FISCAL YEAR 2011.

03              TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2006    Management       For            For
                OMNIBUS INCENTIVE PLAN.

04              TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE             Management       For            For
                COMPENSATION.

05              TO RECOMMEND, ON AN ADVISORY BASIS, WHETHER WE WILL     Management       1 Year         For
                HAVE FUTURE ADVISORY VOTES REGARDING OUR EXECUTIVE
                COMPENSATION EVERY ONE YEAR, EVERY TWO YEARS OR
                EVERY THREE YEARS.


ENPRO INDUSTRIES, INC.


                                                                                                 
SECURITY                       29355X107                                       MEETING TYPE               Annual
TICKER SYMBOL                  NPO                                             MEETING DATE               05-May-2011
ISIN                           US29355X1072                                    AGENDA                     933414485 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       STEPHEN E. MACADAM                                               For            For

                2       J.P. BOLDUC                                                      For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  14
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                3       PETER C. BROWNING                                                For            For

                4       DIANE C. CREEL                                                   For            For

                5       DON DEFOSSET                                                     For            For

                6       GORDON D. HARNETT                                                For            For

                7       DAVID L. HAUSER                                                  For            For

                8       WILBUR J. PREZZANO, JR.                                          For            For

02              ON AN ADVISORY BASIS, TO APPROVE THE COMPENSATION TO    Management       Abstain        Against
                OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS
                PROXY STATEMENT.

03              ON AN ADVISORY BASIS, WHETHER FUTURE ADVISORY VOTES     Management       Abstain        Against
                TO APPROVE EXECUTIVE COMPENSATION SHOULD BE HELD.

04              RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP      Management       For            For
                AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


THE BRINK'S COMPANY


                                                                                                 
SECURITY                       109696104                                       MEETING TYPE               Annual
TICKER SYMBOL                  BCO                                             MEETING DATE               06-May-2011
ISIN                           US1096961040                                    AGENDA                     933392300 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              APPROVE AMENDMENTS TO THE AMENDED AND RESTATED          Management       For            For
                ARTICLES OF INCORPORATION RELATING TO THE SIZE OF
                THE BOARD OF DIRECTORS.

02              DIRECTOR                                                Management

                1       MARC C. BRESLAWSKY                                               For            For

                2       MICHAEL T. DAN                                                   For            For

03              APPROVE THE AMENDED AND RESTATED KEY EMPLOYEES          Management       For            For
                INCENTIVE PLAN.

04              APPROVE A NON-BINDING ADVISORY RESOLUTION RELATING      Management       Abstain        Against
                TO THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

05              PROVIDE A NON-BINDING ADVISORY VOTE AS TO THE           Management       Abstain        Against
                FREQUENCY (EVERY ONE, TWO OR THREE YEARS) OF THE
                NON-BINDING SHAREHOLDER VOTE ON THE COMPENSATION OF
                THE NAMED EXECUTIVE OFFICERS.

06              APPROVE THE AUDIT AND ETHICS COMMITTEE'S SELECTION      Management       For            For
                OF KPMG LLP AS AN INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM TO AUDIT THE ACCOUNTS OF THE COMPANY
                AND ITS SUBSIDIARIES FOR 2011.


PENSKE AUTOMOTIVE GROUP, INC.


                                                                                                 
SECURITY                       70959W103                                       MEETING TYPE               Annual
TICKER SYMBOL                  PAG                                             MEETING DATE               10-May-2011
ISIN                           US70959W1036                                    AGENDA                     933396942 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JOHN D. BARR                                                     For            For

                2       MICHAEL R. EISENSON                                              For            For

                3       ROBERT H. KURNICK, JR.                                           For            For

                4       WILLIAM J. LOVEJOY                                               For            For

                5       KIMBERLY J. MCWATERS                                             For            For

                6       YOSHIMI NAMBA                                                    For            For

                7       LUCIO A. NOTO                                                    For            For

                8       ROGER S. PENSKE                                                  For            For

                9       RICHARD J. PETERS                                                For            For

                10      RONALD G. STEINHART                                              For            For

                11      H. BRIAN THOMPSON                                                For            For

02              FOR RATIFICATION OF THE SELECTION OF DELOITTE &         Management       For            For
                TOUCHE LLP AS OUR INDEPENDENT AUDITING FIRM FOR 2011.

03              TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE              Management       Abstain        Against
                COMPENSATION.

04              TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF       Management       Abstain        Against
                EXECUTIVE COMPENSATION VOTES.

05              TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME    Management       For            For
                BEFORE THE MEETING.


AIR TRANSPORT SERVICES GROUP, INC.


                                                                                                 
SECURITY                       00922R105                                       MEETING TYPE               Annual
TICKER SYMBOL                  ATSG                                            MEETING DATE               10-May-2011
ISIN                           US00922R1059                                    AGENDA                     933399722 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JAMES H. CAREY                                                   For            For

                2       JOHN D. GEARY                                                    For            For

                3       J. CHRISTOPHER TEETS                                             For            For





ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  15
The Gabelli Woodland Small Cap Value Fund


                                                                                            
02              COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF           Management       For            For
                DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED
                PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2011.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE     Management       Abstain        Against
                ON EXECUTIVE COMPENSATION.


TRIMAS CORPORATION


                                                                                                 
SECURITY                       896215209                                       MEETING TYPE               Annual
TICKER SYMBOL                  TRS                                             MEETING DATE               10-May-2011
ISIN                           US8962152091                                    AGENDA                     933410538 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RICHARD M. GABRYS                                                For            For

                2       EUGENE A. MILLER                                                 For            For

02              TO APPROVE THE TRIMAS CORPORATION 2011 OMNIBUS          Management       Against        Against
                INCENTIVE COMPENSATION PLAN.

03              TO APPROVE A NON-BINDING, ADVISORY VOTE REGARDING       Management       Abstain        Against
                THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.

04              TO HOLD A NON-BINDING, ADVISORY VOTE REGARDING THE      Management       Abstain        Against
                FREQUENCY OF VOTING ON THE COMPENSATION OF THE
                COMPANY'S NAMED EXECUTIVE OFFICERS.


MINE SAFETY APPLIANCES COMPANY


                                                                                                 
SECURITY                       602720104                                       MEETING TYPE               Annual
TICKER SYMBOL                  MSA                                             MEETING DATE               11-May-2011
ISIN                           US6027201044                                    AGENDA                     933396447 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DIANE M. PEARSE                                                  For            For

                2       L. EDWARD SHAW, JR.                                              For            For

                3       WILLIAM M. LAMBERT                                               For            For

02              APPROVAL OF ADOPTION OF THE COMPANY'S AMENDED AND       Management       Against        Against
                RESTATED 2008 MANAGEMENT EQUITY INCENTIVE PLAN.

03              SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE          Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM.

04              TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE        Management       Abstain        Against
                EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED
                EXECUTIVE OFFICERS.

05              TO PROVIDE AN ADVISORY (NON-BINDING) VOTE ON THE        Management       Abstain        Against
                FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE
                COMPENSATION.


POLYONE CORPORATION


                                                                                                 
SECURITY                       73179P106                                       MEETING TYPE               Annual
TICKER SYMBOL                  POL                                             MEETING DATE               11-May-2011
ISIN                           US73179P1066                                    AGENDA                     933398681 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       J. DOUGLAS CAMPBELL                                              For            For

                2       DR. CAROL A. CARTWRIGHT                                          For            For

                3       RICHARD H. FEARON                                                For            For

                4       GORDON D. HARNETT                                                For            For

                5       RICHARD A. LORRAINE                                              For            For

                6       EDWARD J. MOONEY                                                 For            For

                7       STEPHEN D. NEWLIN                                                For            For

                8       WILLIAM H. POWELL                                                For            For

                9       FARAH M. WALTERS                                                 For            For

02              PROPOSAL TO APPROVE THE ADVISORY RESOLUTION ON NAMED    Management       Abstain        Against
                EXECUTIVE OFFICER COMPENSATION.

03              PROPOSAL TO APPROVE HOLDING AN ADVISORY VOTE ON         Management       Abstain        Against
                NAMED EXECUTIVE OFFICER COMPENSATION EVERY ONE, TWO
                OR THREE YEARS, AS INDICATED.

04              PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG     Management       For            For
                LLP AS POLYONE'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE YEAR ENDING
                DECEMBER 31, 2011.


QUAKER CHEMICAL CORPORATION


                                                                                                 
SECURITY                       747316107                                       MEETING TYPE               Annual
TICKER SYMBOL                  KWR                                             MEETING DATE               11-May-2011
ISIN                           US7473161070                                    AGENDA                     933414601 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       MICHAEL F. BARRY                                                 For            For

                2       ROBERT E. CHAPPELL                                               For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  16
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                3       ROBERT H. ROCK                                                   For            For

02              APPROVAL OF THE GLOBAL ANNUAL INCENTIVE PLAN.           Management       For            For

03              APPROVAL OF THE 2011 LONG-TERM PERFORMANCE INCENTIVE    Management       Against        Against
                PLAN.

04              ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE    Management       Abstain        Against
                OFFICERS.

05              ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE ON      Management       Abstain        Against
                COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

06              RATIFICATION OF THE APPOINTMENT OF                      Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                2011.


RIMAGE CORPORATION


                                                                                                 
SECURITY                       766721104                                       MEETING TYPE               Annual
TICKER SYMBOL                  RIMG                                            MEETING DATE               11-May-2011
ISIN                           US7667211046                                    AGENDA                     933425717 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       SHERMAN L. BLACK                                                 For            For

                2       LAWRENCE M. BENVENISTE                                           For            For

                3       PHILIP D. HOTCHKISS                                              For            For

                4       THOMAS F. MADISON                                                For            For

                5       STEVEN M. QUIST                                                  For            For

                6       JAMES L. REISSNER                                                For            For

02              APPROVAL OF THE RIMAGE CORPORATION SECOND AMENDED       Management       Against        Against
                AND RESTATED 2007 STOCK INCENTIVE PLAN.

03              CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.        Management       Abstain        Against

04              CAST AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE        Management       Abstain        Against
                EXECUTIVE COMPENSATION ADVISORY VOTES.

05              A PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF     Management       For            For
                KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR RIMAGE CORPORATION FOR THE FISCAL YEAR
                ENDING DECEMBER 31, 2011.


J2 GLOBAL COMMUNICATIONS, INC.


                                                                                                 
SECURITY                       46626E205                                       MEETING TYPE               Annual
TICKER SYMBOL                  JCOM                                            MEETING DATE               12-May-2011
ISIN                           US46626E2054                                    AGENDA                     933412885 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DOUGLAS Y. BECH                                                  For            For

                2       ROBERT J. CRESCI                                                 For            For

                3       W. BRIAN KRETZMER                                                For            For

                4       RICHARD S. RESSLER                                               For            For

                5       JOHN F. RIELEY                                                   For            For

                6       STEPHEN ROSS                                                     For            For

                7       MICHAEL P. SCHULHOF                                              For            For

02              TO RATIFY THE APPOINTMENT OF SINGERLEWAK LLP TO         Management       For            For
                SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR
                FISCAL 2011.

03              TO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF    Management       Abstain        Against
                THE NAMED EXECUTIVE OFFICERS.
04              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE
                OFFICERS.

05              TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME    Management       For            For
                BEFORE THE MEETING OR ANY POSTPONEMENTS OR
                ADJOURNMENTS THEREOF.


PICO HOLDINGS, INC.


                                                                                                 
SECURITY                       693366205                                       MEETING TYPE               Annual
TICKER SYMBOL                  PICO                                            MEETING DATE               13-May-2011
ISIN                           US6933662057                                    AGENDA                     933400587 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: RONALD LANGLEY                    Management       For            For

1B              ELECTION OF DIRECTOR: JOHN R. HART                      Management       For            For

02              TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION      Management       Abstain        Against
                OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, DISCLOSED
                PURSUANT TO THE COMPANY'S DEFINITIVE PROXY STATEMENT
                FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS.

03              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                EXECUTIVE COMPENSATION VOTES.

04              TO RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT      Management       For            For
                REGISTERED PUBLIC ACCOUNTING FIRM TO PERFORM THE
                ANNUAL AUDIT OF OUR 2011 FINANCIAL STATEMENTS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  17
The Gabelli Woodland Small Cap Value Fund

TEKELEC


                                                                                                 
SECURITY                       879101103                                       MEETING TYPE               Annual
TICKER SYMBOL                  TKLC                                            MEETING DATE               13-May-2011
ISIN                           US8791011039                                    AGENDA                     933423876 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RONALD W. BUCKLY                                                 For            For

                2       ANTHONY COLALUCA, JR.                                            For            For

                3       THOMAS J. COLEMAN                                                For            For

                4       JEAN-YVES COURTOIS                                               For            For

                5       HUBERT DE PESQUIDOUX                                             For            For

                6       CAROL G. MILLS                                                   For            For

                7       KRISH A. PRABHU                                                  For            For

                8       MICHAEL P. RESSNER                                               For            For

02              RATIFICATION OF APPOINTMENT OF INDEPENDENT              Management       For            For
                REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
                ENDING DECEMBER 31, 2011.

03              APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION     Management       Abstain        Against
                OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON EXECUTIVE COMPENSATION.


CHEMED CORPORATION


                                                                                                 
SECURITY                       16359R103                                       MEETING TYPE               Annual
TICKER SYMBOL                  CHE                                             MEETING DATE               16-May-2011
ISIN                           US16359R1032                                    AGENDA                     933415540 - 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       THOMAS P. RICE                                                   For            For

                8       DONALD E. SAUNDERS                                               For            For

                9       GEORGE J. WALSH III                                              For            For

                10      FRANK E. WOOD                                                    For            For

02              RATIFICATION OF AUDIT COMMITTEE'S SELECTION OF          Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
                ACCOUNTANTS FOR 2011.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION.   Management       Abstain        Against


ACCO BRANDS CORPORATION


                                                                                                 
SECURITY                       00081T108                                       MEETING TYPE               Annual
TICKER SYMBOL                  ABD                                             MEETING DATE               17-May-2011
ISIN                           US00081T1088                                    AGENDA                     933401046 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       GEORGE V. BAYLY                                                  For            For

                2       KATHLEEN S. DVORAK                                               For            For

                3       G. THOMAS HARGROVE                                               For            For

                4       ROBERT H. JENKINS                                                For            For

                5       ROBERT J. KELLER                                                 For            For

                6       THOMAS KROEGER                                                   For            For

                7       MICHAEL NORKUS                                                   For            For

                8       SHEILA G. TALTON                                                 For            For

                9       NORMAN H. WESLEY                                                 For            For

02              THE RATIFICATION OF THE SELECTION OF KPMG LLP AS        Management       For            For
                INDEPENDENT AUDITORS FOR THE YEAR 2011.

03              THE APPROVAL, BY NON-BINDING VOTE, OF THE               Management       Abstain        Against
                COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

04              A RECOMMENDATION, BY NON-BINDING VOTE, ON THE           Management       Abstain        Against
                FREQUENCY OF HOLDING AN ADVISORY VOTE ON THE
                COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

05              THE APPROVAL OF OUR AMENDED AND RESTATED 2011           Management       Against        Against
                INCENTIVE PLAN WHICH, AMONG OTHER THINGS, INCREASES
                THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR
                ISSUANCE UNDER THE PLAN BY 5,265,000 SHARES.

06              SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     Management       For            For
                MEETING OR ANY ADJOURNMENT THEREOF.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  18
The Gabelli Woodland Small Cap Value Fund

HICKORYTECH CORPORATION


                                                                                                 
SECURITY                       429060106                                       MEETING TYPE               Annual
TICKER SYMBOL                  HTCO                                            MEETING DATE               17-May-2011
ISIN                           US4290601065                                    AGENDA                     933410045 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       ROBERT D. ALTON, JR.                                             For            For

                2       JAMES W. BRACKE                                                  For            For

                3       R. WYNN KEARNEY, JR.                                             For            For

                4       DALE E. PARKER                                                   For            For

02              TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE              Management       Abstain        Against
                COMPENSATION.

03              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                THE SHAREHOLDER VOTE ON EXECUTIVE COMPENSTION.

04              RATIFICATION OF GRANT THORNTON LLP AS INDEPENDENT       Management       For            For
                AUDITOR.


DINEEQUITY INC


                                                                                                 
SECURITY                       254423106                                       MEETING TYPE               Annual
TICKER SYMBOL                  DIN                                             MEETING DATE               17-May-2011
ISIN                           US2544231069                                    AGENDA                     933420589 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       MICHAEL S. GORDON                                                For            For

                2       LARRY A. KAY                                                     For            For

                3       JULIA A. STEWART                                                 For            For

02              TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management       For            For
                THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL
                YEAR 2011.

03              TO APPROVE OF THE ADOPTION OF THE DINEEQUITY, INC.      Management       Against        Against
                2011 STOCK INCENTIVE PLAN.

04              TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION     Management       Abstain        Against
                OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

05              TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A          Management       Abstain        Against
                STOCKHOLDER VOTE TO APPROVE THE COMPENSATION OF THE
                COMPANY'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR
                EVERY ONE, TWO OR THREE YEARS.


CASH AMERICA INTERNATIONAL, INC.


                                                                                                 
SECURITY                       14754D100                                       MEETING TYPE               Annual
TICKER SYMBOL                  CSH                                             MEETING DATE               18-May-2011
ISIN                           US14754D1000                                    AGENDA                     933405501 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DANIEL E. BERCE                                                  For            For

                2       JACK R. DAUGHERTY                                                For            For

                3       DANIEL R. FEEHAN                                                 For            For

                4       ALBERT GOLDSTEIN                                                 For            For

                5       JAMES H. GRAVES                                                  For            For

                6       B.D. HUNTER                                                      For            For

                7       TIMOTHY J. MCKIBBEN                                              For            For

                8       ALFRED M. MICALLEF                                               For            For

02              RATIFICATION OF THE APPOINTMENT OF                      Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
                YEAR 2011.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE    Management       Abstain        Against
                COMPENSATION.


L.B. FOSTER COMPANY


                                                                                                 
SECURITY                       350060109                                       MEETING TYPE               Annual
TICKER SYMBOL                  FSTR                                            MEETING DATE               18-May-2011
ISIN                           US3500601097                                    AGENDA                     933408331 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       LEE B. FOSTER II                                                 For            For

                2       STAN L. HASSELBUSCH                                              For            For

                3       PETER MCILROY II                                                 For            For

                4       G. THOMAS MCKANE                                                 For            For

                5       DIANE B. OWEN                                                    For            For

                6       WILLIAM H. RACKOFF                                               For            For

                7       SUZANNE B. ROWLAND                                               For            For

02              RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS THE          Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
                FOR 2011.

03              APPROVE THE AMENDMENTS TO THE COMPANY'S 2006 OMNIBUS    Management       Against        Against
                INCENTIVE PLAN, AS AMENDED AND RESTATED.
04              APPROVE BY ADVISORY VOTE, THE COMPENSATION PAID TO      Management       Abstain        Against
                THE COMPANY'S NAMED EXECUTIVE OFFICERS.

05              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  19
The Gabelli Woodland Small Cap Value Fund

PULSE ELECTRONICS CORP


                                                                                                 
SECURITY                       74586W106                                       MEETING TYPE               Contested-Annual
TICKER SYMBOL                  PULS                                            MEETING DATE               18-May-2011
ISIN                           US74586W1062                                    AGENDA                     933419411 - Opposition




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              THE COMPANY'S PROPOSAL TO APPROVE AMENDMENTS TO ITS     Management       For            For
                ARTICLES OF INCORPORATION AND BY-LAWS TO PROVIDE FOR
                PLURALITY VOTING IN CONTESTED DIRECTOR ELECTIONS.

02              DIRECTOR                                                Management

                1       TIMOTHY E. BROG                                                  For            For

                2       JAMES DENNEDY                                                    For            For

03              THE COMPANY'S ADVISORY VOTE ON EXECUTIVE                Management       Abstain        For
                COMPENSATION. OPPOSITION HAS NO RECOMMENDATION FOR
                THIS PROPOSAL. UNINSTRUCTED SHARES WILL BE CAST AS A
                VOTE TO "ABSTAIN".

04              THE COMPANY'S ADVISORY VOTE ON  THE FREQUENCY OF        Management       Abstain        Against
                HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.
                OPPOSITION HAS NO RECOMMENDATION FOR THIS PROPOSAL.
                UNINSTRUCTED SHARES WILL BE CAST AS A VOTE FOR "1
                YEAR".


ATRICURE INC.


                                                                                                 
SECURITY                       04963C209                                       MEETING TYPE               Annual
TICKER SYMBOL                  ATRC                                            MEETING DATE               18-May-2011
ISIN                           US04963C2098                                    AGENDA                     933426327 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       MARK A. COLLAR                                                   For            For

                2       DAVID J. DRACHMAN                                                For            For

                3       DONALD C. HARRISON, MD                                           For            For

                4       MICHAEL D. HOOVEN                                                For            For

                5       RICHARD M. JOHNSTON                                              For            For

                6       ELIZABETH D. KRELL, PHD                                          For            For

                7       MARK R. LANNING                                                  For            For

                8       KAREN P. ROBARDS                                                 For            For

02              PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &        Management       For            For
                TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING
                DECEMBER 31, 2011.


SCHAWK, INC.


                                                                                                 
SECURITY                       806373106                                       MEETING TYPE               Annual
TICKER SYMBOL                  SGK                                             MEETING DATE               18-May-2011
ISIN                           US8063731066                                    AGENDA                     933434196 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       CLARENCE W. SCHAWK                                               For            For

                2       DAVID A. SCHAWK                                                  For            For

                3       A. ALEX SARKISIAN, ESQ.                                          For            For

                4       LEONARD S. CARONIA                                               For            For

                5       JUDITH W. MCCUE, ESQ.                                            For            For

                6       HOLLIS W. RADEMACHER                                             For            For

                7       JOHN T. MCENROE, ESQ.                                            For            For

                8       MICHAEL G. O'ROURKE                                              For            For

                9       STANLEY N. LOGAN                                                 For            For

02              FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE          Management       Abstain        Against
                COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.

03              TO RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY OF    Management       Abstain        Against
                THE ADVISORY VOTE ON THE COMPENSATION OF THE
                COMPANY'S NAMED EXECUTIVE OFFICERS.

04              FOR THE RE-APPROVAL OF THE PERFORMANCE MEASURES         Management       For            For
                UNDER THE SCHAWK, INC. 2006 LONG-TERM INCENTIVE PLAN.

05              FOR THE APPROVAL OF THE AMENDED AND RESTATED            Management       For            For
                EMPLOYEE STOCK PURCHASE PLAN.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  20
The Gabelli Woodland Small Cap Value Fund

GRAPHIC PACKAGING HOLDING COMPANY


                                                                                                 
SECURITY                       388689101                                       MEETING TYPE               Annual
TICKER SYMBOL                  GPK                                             MEETING DATE               19-May-2011
ISIN                                                                           AGENDA                     933393631 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       G. ANDREA BOTTA                                                  For            For

                2       KEVIN R. BURNS                                                   For            For

                3       KEVIN J. CONWAY                                                  For            For

                4       JEFFREY H. COORS                                                 For            For

                5       DAVID W. SCHEIBLE                                                For            For

02              AMEND THE GRAPHIC PACKAGING HOLDING COMPANY AMENDED     Management       Against        Against
                AND RESTATED 2004 STOCK AND INCENTIVE COMPENSATION
                PLAN.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON FREQUENCY OF SAY ON PAY VOTE ON        Management       Abstain        Against
                EXECUTIVE COMPENSATION.

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 JONES GROUP INC.


                                                                                                 
SECURITY                       48020T101                                       MEETING TYPE               Annual
TICKER SYMBOL                  JNY                                             MEETING DATE               19-May-2011
ISIN                           US48020T1016                                    AGENDA                     933412431 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: WESLEY R. CARD                    Management       For            For

1B              ELECTION OF DIRECTOR: SIDNEY KIMMEL                     Management       For            For

1C              ELECTION OF DIRECTOR: MATTHEW H. KAMENS                 Management       For            For

1D              ELECTION OF DIRECTOR: GERALD C. CROTTY                  Management       For            For

1E              ELECTION OF DIRECTOR: LOWELL W. ROBINSON                Management       For            For

1F              ELECTION OF DIRECTOR: DONNA F. ZARCONE                  Management       For            For

1G              ELECTION OF DIRECTOR: ROBERT L. METTLER                 Management       For            For

1H              ELECTION OF DIRECTOR: MARGARET H. GEORGIADIS            Management       For            For

02              RATIFICATION OF BDO USA, LLP AS THE INDEPENDENT         Management       For            For
                REGISTERED PUBLIC ACCOUNTANTS FOR THE CORPORATION
                FOR THE YEAR 2011.

03              APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE         Management       Abstain        Against
                COMPENSATION.

04              AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES ON    Management       Abstain        Against
                EXECUTIVE COMPENSATION.


IRIS INTERNATIONAL, INC.


                                                                                                 
SECURITY                       46270W105                                       MEETING TYPE               Annual
TICKER SYMBOL                  IRIS                                            MEETING DATE               20-May-2011
ISIN                           US46270W1053                                    AGENDA                     933426555 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       STEVEN M. BESBECK                                                For            For

                2       CESAR M. GARCIA                                                  For            For

                3       BETH Y. KARLAN, M.D.                                             For            For

                4       MICHAEL D. MATTE                                                 For            For

                5       RICHARD G. NADEAU, PH.D                                          For            For

                6       DAVID T. DELLA PENTA                                             For            For

                7       RICK TIMMINS                                                     For            For

                8       EDWARD F. VOBORIL                                                For            For

                9       STEPHEN E. WASSERMAN                                             For            For

02              APPROVAL OF THE 2011 OMNIBUS INCENTIVE PLAN.            Management       Against        Against

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE     Management       Abstain        Against
                ON EXECUTIVE COMPENSATION.

05              RATIFICATION OF THE SELECTION OF BDO USA, LLP AS THE    Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR 2011.


PINNACLE ENTERTAINMENT, INC.


                                                                                                 
SECURITY                       723456109                                       MEETING TYPE               Annual
TICKER SYMBOL                  PNK                                             MEETING DATE               24-May-2011
ISIN                           US7234561097                                    AGENDA                     933402226 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1A              ELECTION OF DIRECTOR: STEPHEN C. COMER                  Management       For            For

1B              ELECTION OF DIRECTOR: JOHN V. GIOVENCO                  Management       For            For

1C              ELECTION OF DIRECTOR: RICHARD J. GOEGLEIN               Management       For            For

1D              ELECTION OF DIRECTOR: BRUCE A. LESLIE                   Management       For            For

1E              ELECTION OF DIRECTOR: JAMES L. MARTINEAU                Management       For            For

1F              ELECTION OF DIRECTOR: LYNN P. REITNOUER                 Management       For            For

1G              ELECTION OF DIRECTOR: ANTHONY M. SANFILIPPO             Management       For            For

02              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP    Management       For            For
                AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR 2011.

03              AMENDMENT TO THE COMPANY'S 2005 EQUITY AND              Management       Against        Against
                PERFORMANCE INCENTIVE PLAN TO PERMIT A ONE-TIME
                VALUE-FOR-VALUE STOCK OPTION EXCHANGE PROGRAM.

04              ADVISORY RESOLUTION REGARDING COMPENSATION OF THE       Management       Abstain        Against
                COMPANY'S NAMED EXECUTIVE OFFICERS.

05              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON COMPENSATION OF THE COMPANY'S NAMED
                EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  21
The Gabelli Woodland Small Cap Value Fund

HOOPER HOLMES, INC.


                                                                                                 
SECURITY                       439104100                                       MEETING TYPE               Annual
TICKER SYMBOL                  HH                                              MEETING DATE               24-May-2011
ISIN                           US4391041005                                    AGENDA                     933415045 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RANSOM J. PARKER                                                 For            For

                2       DR. ELAINE L. RIGOLOSI                                           For            For

                3       THOMAS A. WATFORD                                                For            For

02              APPROVAL OF THE COMPANY'S 2011 OMNIBUS EMPLOYEE         Management       Against        Against
                INCENTIVE PLAN.

03              RATIFICATION OF THE SELECTION OF KPMG LLP AS THE        Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


RAVEN INDUSTRIES, INC.


                                                                                                 
SECURITY                       754212108                                       MEETING TYPE               Annual
TICKER SYMBOL                  RAVN                                            MEETING DATE               24-May-2011
ISIN                           US7542121089                                    AGENDA                     933417962 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       ANTHONY W. BOUR                                                  For            For

                2       THOMAS S. EVERIST                                                For            For

                3       MARK E. GRIFFIN                                                  For            For

                4       KEVIN T. KIRBY                                                   For            For

                5       MARC E. LEBARON                                                  For            For

                6       CYNTHIA H. MILLIGAN                                              For            For

                7       DANIEL A. RYKHUS                                                 For            For

02              TO APPROVE IN A NON-BINDING ADVISORY VOTE THE           Management       Abstain        Against
                COMPENSATION OF OUR EXECUTIVE OFFICERS DISCLOSED IN
                THE PROXY STATEMENT.

03              TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE         Management       Abstain        Against
                PREFERRED FREQUENCY OF ADVISORY VOTES ON EXECUTIVE
                COMPENSATION.

04              PROPOSAL TO RATIFY THE APPOINTMENT OF                   Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                THE COMPANY'S CURRENT FISCAL YEAR.


S1 CORPORATION


                                                                                                 
SECURITY                       78463B101                                       MEETING TYPE               Annual
TICKER SYMBOL                  SONE                                            MEETING DATE               24-May-2011
ISIN                           US78463B1017                                    AGENDA                     933418077 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RAM GUPTA                                                        For            For

                2       GREGORY J. OWENS                                                 For            For

02              RATIFY THE APPOINTMENT OF AN INDEPENDENT REGISTERED     Management       For            For
                PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.

03              ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.          Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON           Management       Abstain        Against
                EXECUTIVE COMPENSATION.


PRGX GLOBAL, INC.


                                                                                                 
SECURITY                       69357C503                                       MEETING TYPE               Annual
TICKER SYMBOL                  PRGX                                            MEETING DATE               24-May-2011
ISIN                           US69357C5031                                    AGENDA                     933424272 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       DAVID A. COLE*                                                   For            For

                2       PHILLIP J MAZZILLI, JR*                                          For            For

                3       ARCHELLE G. FELDSHON*                                            For            For

                4       PATRICK M. BYRNE**                                               For            For

02              RATIFICATION OF APPOINTMENT OF BDO USA, LLP AS          Management       For            For
                PRGX'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                FOR FISCAL YEAR 2011.

03              APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION     Management       Abstain        Against
                PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.

04              FREQUENCY OF FUTURE ADVISORY VOTES ON THE               Management       Abstain        Against
                COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
                OFFICERS.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  22
The Gabelli Woodland Small Cap Value Fund

INTERMEC, INC.


                                                                                                 
SECURITY                       458786100                                       MEETING TYPE               Annual
TICKER SYMBOL                  IN                                              MEETING DATE               25-May-2011
ISIN                           US4587861000                                    AGENDA                     933414269 - 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 THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management       For            For
                INTERMEC, INC.'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR 2011.

03              ADOPT ADVISORY RESOLUTION APPROVING COMPENSATION OF     Management       Abstain        Against
                INTERMEC, INC.'S NAMED EXECUTIVE OFFICERS FOR 2010.

04              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON THE COMPENSATION OF INTERMEC, INC.'S NAMED
                EXECUTIVE OFFICERS.

05              APPROVE AMENDMENT TO THE INTERMEC, INC. 2008 OMNIBUS    Management       Against        Against
                INCENTIVE PLAN.


FEDERAL-MOGUL CORPORATION


                                                                                                 
SECURITY                       313549404                                       MEETING TYPE               Annual
TICKER SYMBOL                  FDML                                            MEETING DATE               25-May-2011
ISIN                           US3135494041                                    AGENDA                     933419651 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       CARL C. ICAHN                                                    For            For

                2       JOSE MARIA ALAPONT                                               For            For

                3       GEORGE FELDENKREIS                                               For            For

                4       VINCENT J. INTRIERI                                              For            For

                5       J. MICHAEL LAISURE                                               For            For

                6       SAMUEL J. MERKSAMER                                              For            For

                7       DANIEL A. NINIVAGGI                                              For            For

                8       DAVID S. SCHECHTER                                               For            For

                9       NEIL S. SUBIN                                                    For            For

                10      JAMES H. VANDENBERGHE                                            For            For

02              AN ADVISORY, NON-BINDING VOTE ON EXECUTIVE              Management       Abstain        Against
                COMPENSATION.

03              TO RECOMMEND, BY AN ADVISORY, NON-BINDING VOTE, THE     Management       Abstain        Against
                FREQUENCY OF EXECUTIVE COMPENSATION VOTES.


NEUTRAL TANDEM, INC.


                                                                                                 
SECURITY                       64128B108                                       MEETING TYPE               Annual
TICKER SYMBOL                  TNDM                                            MEETING DATE               25-May-2011
ISIN                           US64128B1089                                    AGENDA                     933437762 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       RIAN J. WREN                                                     For            For

                2       JAMES P. HYNES                                                   For            For

                3       PETER J. BARRIS                                                  For            For

                4       ROBERT C. HAWK                                                   For            For

                5       LAWRENCE M. INGENERI                                             For            For

                6       G. EDWARD EVANS                                                  For            For

02              TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management       For            For
                AS NEUTRAL TANDEM'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM.

03              TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION.   Management       Abstain        Against

04              TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF        Management       Abstain        Against
                FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  23
The Gabelli Woodland Small Cap Value Fund

COLLECTIVE BRANDS, INC.


                                                                                                 
SECURITY                       19421W100                                       MEETING TYPE               Annual
TICKER SYMBOL                  PSS                                             MEETING DATE               26-May-2011
ISIN                           US19421W1009                                    AGENDA                     933422230 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       ROBERT F. MORAN                                                  For            For

                2       MATTHEW A. OUIMET                                                For            For

                3       MATTHEW E. RUBEL                                                 For            For

02              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

03              ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE        Management       Abstain        Against
                ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04              RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management       For            For
                THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE YEAR 2011.


SAFEGUARD SCIENTIFICS, INC.


                                                                                                 
SECURITY                       786449207                                       MEETING TYPE               Annual
TICKER SYMBOL                  SFE                                             MEETING DATE               26-May-2011
ISIN                           US7864492076                                    AGENDA                     933427759 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       PETER J. BONI                                                    For            For

                2       JULIE A. DOBSON                                                  For            For

                3       ANDREW E. LIETZ                                                  For            For

                4       GEORGE MACKENZIE                                                 For            For

                5       GEORGE D. MCCLELLAND                                             For            For

                6       JACK L. MESSMAN                                                  For            For

                7       JOHN J. ROBERTS                                                  For            For

                8       ROBERT J. ROSENTHAL                                              For            For

02              RATIFICATION OF KPMG LLP AS THE COMPANY'S               Management       For            For
                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
                2011.

03              ADVISORY RESOLUTION CONCERNING THE COMPENSATION OF      Management       Abstain        Against
                OUR NAMED EXECUTIVE OFFICERS.

04              ADVISORY VOTE CONCERNING THE FREQUENCY OF FUTURE        Management       Abstain        Against
                ADVISORY VOTES CONCERNING EXECUTIVE COMPENSATION.


GRAFTECH INTERNATIONAL LTD.


                                                                                                 
SECURITY                       384313102                                       MEETING TYPE               Annual
TICKER SYMBOL                  GTI                                             MEETING DATE               26-May-2011
ISIN                           US3843131026                                    AGENDA                     933429690 - 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       NATHAN MILIKOWSKY                                                For            For

                6       MICHAEL C. NAHL                                                  For            For

                7       STEVEN R. SHAWLEY                                                For            For

                8       CRAIG S. SHULAR                                                  For            For

02              TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR         Management       Abstain        Against
                EXECUTIVE COMPENSATION.

03              TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, HOW       Management       Abstain        Against
                FREQUENTLY WE WILL HAVE FUTURE ADVISORY VOTES ON
                OUR EXECUTIVE COMPENSATION - EVERY ONE, TWO OR
                THREE YEARS.

04              RATIFICATION OF THE APPOINTMENT OF                      Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
                REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
                FISCAL YEAR ENDING DECEMBER 31, 2011.


ALBANY INTERNATIONAL CORP.


                                                                                                 
SECURITY                       012348108                                       MEETING TYPE               Annual
TICKER SYMBOL                  AIN                                             MEETING DATE               27-May-2011
ISIN                           US0123481089                                    AGENDA                     933416794 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            

1A              ELECTION OF DIRECTOR: JOHN F. CASSIDY, JR.              Management       For            For

1B              ELECTION OF DIRECTOR: PAULA H.J. CHOLMONDELEY           Management       For            For

1C              ELECTION OF DIRECTOR: EDGAR G. HOTARD                   Management       For            For

1D              ELECTION OF DIRECTOR: ERLAND E. KAILBOURNE              Management       For            For

1E              ELECTION OF DIRECTOR: JOSEPH G. MORONE                  Management       For            For

1F              ELECTION OF DIRECTOR: JUHANI PAKKALA                    Management       For            For

1G              ELECTION OF DIRECTOR: CHRISTINE L. STANDISH             Management       For            For

1H              ELECTION OF DIRECTOR: JOHN C. STANDISH                  Management       For            For

02              RATIFICATION OF THE SELECTION OF                        Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR.

03              TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE              Management       Abstain        Against
                COMPENSATION.

04              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                VOTING ON EXECUTIVE COMPENSATION.

05              TO APPROVE THE COMPANY'S 2011 INCENTIVE COMPENSATION    Management       For            For
                PLAN.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  24
The Gabelli Woodland Small Cap Value Fund

TRANSACT TECHNOLOGIES INCORPORATED


                                                                                                 
SECURITY                       892918103                                       MEETING TYPE               Annual
TICKER SYMBOL                  TACT                                            MEETING DATE               27-May-2011
ISIN                           US8929181035                                    AGENDA                     933422747 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       THOMAS R. SCHWARZ                                                For            For

                2       BART C. SHULDMAN                                                 For            For

02              RATIFICATION OF INDEPENDENT REGISTERED PUBLIC           Management       For            For
                ACCOUNTING FIRM.


VISHAY INTERTECHNOLOGY, INC.


                                                                                                 
SECURITY                       928298108                                       MEETING TYPE               Annual
TICKER SYMBOL                  VSH                                             MEETING DATE               01-Jun-2011
ISIN                           US9282981086                                    AGENDA                     933421240 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       ELIYAHU HURVITZ                                                  For            For

                2       DR. ABRAHAM LUDOMIRSKI                                           For            For

                3       WAYNE M. ROGERS                                                  For            For

                4       RONALD RUZIC                                                     For            For

02              TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management       For            For
                VISHAY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR THE YEAR ENDING DECEMBER 31, 2011.

03              THE ADVISORY APPROVAL OF THE COMPENSATION OF THE        Management       Abstain        Against
                COMPANY'S EXECUTIVE OFFICERS.

04              FREQUENCY OF ADVISORY VOTE ON THE COMPENSATION OF       Management       Abstain        Against
                THE COMPANY'S EXECUTIVE OFFICERS.


ODYSSEY MARINE EXPLORATION, INC.


                                                                                                 
SECURITY                       676118102                                       MEETING TYPE               Annual
TICKER SYMBOL                  OMEX                                            MEETING DATE               01-Jun-2011
ISIN                           US6761181022                                    AGENDA                     933421276 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       BRADFORD B. BAKER                                                For            For

                2       DAVID J. BEDERMAN                                                For            For

                3       MAX H. COHEN                                                     For            For

                4       MARK D. GORDON                                                   For            For

                5       DAVID J. SAUL                                                    For            For

                6       JON D. SAWYER                                                    For            For

                7       GREGORY P. STEMM                                                 For            For

02              NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE          Management       Abstain        Against
                COMPENSATION.

03              NON-BINDING ADVISORY VOTE TO DETERMINE THE FREQUENCY    Management       Abstain        Against
                OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

04              RATIFICATION OF THE APPOINTMENT OF FERLITA, WALSH &     Management       For            For
                GONZALEZ, P.A. AS OUR INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
                31, 2011.

05              TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE      Management       For            For
                THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF
                THE COMPANY TO 150,000,000.


DYNAMICS RESEARCH CORPORATION


                                                                                                 
SECURITY                       268057106                                       MEETING TYPE               Annual
TICKER SYMBOL                  DRCO                                            MEETING DATE               01-Jun-2011
ISIN                           US2680571062                                    AGENDA                     933421391 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JAMES P. REGAN                                                   For            For

                2       RICHARD G. TENNANT                                               For            For

02              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

03              ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON          Management       Abstain        Against
                EXECUTIVE COMPENSATION.


TRANSCEND SERVICES, INC.


                                                                                                 
SECURITY                       893929208                                       MEETING TYPE               Annual
TICKER SYMBOL                  TRCR                                            MEETING DATE               01-Jun-2011
ISIN                           US8939292087                                    AGENDA                     933425856 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       JOSEPH G. BLESER                                                 For            For

                2       JOSEPH P. CLAYTON                                                For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  25
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                3       JAMES D. EDWARDS                                                 For            For

                4       LARRY G. GERDES                                                  For            For

                5       WALTER S. HUFF, JR.                                              For            For

                6       CHARLES E. THOELE                                                For            For

02              TO AMEND THE TRANSCEND SERVICES, INC. 2009 STOCK        Management       Against        Against
                INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES
                AVAILABLE FOR GRANT THEREUNDER BY 500,000 SHARES
                AND TO REQUIRE STOCKHOLDER APPROVAL TO REPRICE
                AWARDS UNDER THE PLAN.

03              ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S      Management       Abstain        Against
                NAMED EXECUTIVE OFFICERS.

04              ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management       Abstain        Against
                VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED
                EXECUTIVE OFFICERS.

05              TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS      Management       For            For
                THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
                2011.


MACQUARIE INFRASTRUCTURE CO. LLC


                                                                                                 
SECURITY                       55608B105                                       MEETING TYPE               Annual
TICKER SYMBOL                  MIC                                             MEETING DATE               02-Jun-2011
ISIN                           US55608B1052                                    AGENDA                     933428991 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       NORMAN H. BROWN, JR.                                             For            For

                2       GEORGE W. CARMANY, III                                           For            For

                3       WILLIAM H. WEBB                                                  For            For

02              THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR    Management       For            For
                INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
                DECEMBER 31, 2011.

03              THE APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE        Management       Abstain        Against
                COMPENSATION.

04              THE APPROVAL, ON AN ADVISORY BASIS, OF FUTURE           Management       Abstain        Against
                ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY YEAR.


VISHAY PRECISION GROUP,INC.


                                                                                                 
SECURITY                       92835K103                                       MEETING TYPE               Annual
TICKER SYMBOL                  VPG                                             MEETING DATE               02-Jun-2011
ISIN                                                                           AGENDA                     933441709 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       MARC ZANDMAN                                                     For            For

                2       DR. SAMUEL BROYDO                                                For            For

                3       SAUL REIBSTEIN                                                   For            For

                4       TIMOTHY TALBERT                                                  For            For

                5       ZIV SHOSHANI                                                     For            For

02              TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS       Management       For            For
                VISHAY PRECISION GROUP, INC.'S REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE YEAR ENDING
                DECEMBER 31, 2011.

03              TO APPROVE AN AMENDMENT TO VISHAY PRECISION GROUP,      Management       For            For
                INC.'S AMENDED AND RESTATED CERTIFICATE OF
                INCORPORATION.

04              TO APPROVE THE NON-BINDING RESOLUTION RELATING TO       Management       Abstain        Against
                EXECUTIVE COMPENSATION.

05              TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF     Management       Abstain        Against
                EXECUTIVE COMPENSATION VOTES.


GEORESOURCES, INC.


                                                                                                 
SECURITY                       372476101                                       MEETING TYPE               Annual
TICKER SYMBOL                  GEOI                                            MEETING DATE               07-Jun-2011
ISIN                           US3724761016                                    AGENDA                     933446470 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       FRANK A. LODZINSKI                                               For            For

                2       COLLIS P. CHANDLER, III                                          For            For

                3       JAY F. JOLIAT                                                    For            For

                4       BRYANT W. SEAMAN, III                                            For            For

                5       MICHAEL A. VLASIC                                                For            For

                6       NICK L. VOLLER                                                   For            For

                7       DONALD J. WHELLEY                                                For            For

02              AMENDMENT TO THE GEORESOURCES 2004 AMENDED AND          Management       Against        Against
                RESTATED EMPLOYEES' STOCK INCENTIVE PLAN.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY VOTE      Management       Abstain        Against
                ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  26
The Gabelli Woodland Small Cap Value Fund

EDGEWATER TECHNOLOGY, INC.


                                                                                                 
SECURITY                       280358102                                       MEETING TYPE               Annual
TICKER SYMBOL                  EDGW                                            MEETING DATE               08-Jun-2011
ISIN                           US2803581022                                    AGENDA                     933440062 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
1               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       DANIEL O'CONNELL                                                 For            For

2               TO APPROVE THE PROPOSED AMENDMENT TO THE EDGEWATER      Management       For            For
                TECHNOLOGY, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN
                TO INCREASE THE AUTHORIZED SHARES UNDER THE PLAN
                FROM 500,000 TO 1,200,000

3               SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF        Management       Abstain        Against
                EXECUTIVE COMPENSATION

4               SAY WHEN ON PAY - AN ADVISORY VOTE ON THE APPROVAL      Management       Abstain        Against
                OF THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
                COMPENSATION

5               RATIFY THE APPOINTMENT OF BDO USA, LLP AS THE           Management       For            For
                INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR
                ENDING DECEMBER 31, 2011


INVESTMENT TECHNOLOGY GROUP, INC.


                                                                                                 
SECURITY                       46145F105                                       MEETING TYPE               Annual
TICKER SYMBOL                  ITG                                             MEETING DATE               14-Jun-2011
ISIN                           US46145F1057                                    AGENDA                     933444755 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       J. WILLIAM BURDETT                                               For            For

                2       MINDER CHENG                                                     For            For

                3       CHRISTOPHER V. DODDS                                             For            For

                4       ROBERT C. GASSER                                                 For            For

                5       TIMOTHY L. JONES                                                 For            For

                6       KEVIN J.P. O'HARA                                                For            For

                7       MAUREEN O'HARA                                                   For            For

                8       STEVEN S. WOOD                                                   For            For

02              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE      Management       For            For
                INDEPENDENT AUDITORS FOR THE 2011 FISCAL YEAR.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON          Management       Abstain        Against
                EXECUTIVE COMPENSATION.


STEINER LEISURE LIMITED


                                                                                                 
SECURITY                       P8744Y102                                       MEETING TYPE               Annual
TICKER SYMBOL                  STNR                                            MEETING DATE               14-Jun-2011
ISIN                           BSP8744Y1024                                    AGENDA                     933445707 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       LEONARD I. FLUXMAN                                               For            For

                2       MICHELE STEINER WARSHAW                                          For            For

                3       STEVEN J. PRESTON                                                For            For

02              RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP    Management       For            For
                AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
                ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
                DECEMBER 31, 2011.

03              ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management       Abstain        Against

04              ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE     Management       Abstain        Against
                ON EXECUTIVE COMPENSATION.


ATLANTIC TELE-NETWORK, INC.


                                                                                                 
SECURITY                       049079205                                       MEETING TYPE               Annual
TICKER SYMBOL                  ATNI                                            MEETING DATE               14-Jun-2011
ISIN                           US0490792050                                    AGENDA                     933449868 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              TO APPROVE AN AMENDMENT TO THE ATLANTIC TELE-           Management       Against        Against
                NETWORK, INC. 2008 EQUITY INCENTIVE PLAN TO INCREASE
                THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER
                THE PLAN.

02              TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION.   Management       Abstain        Against

03              TO INDICATE, BY ADVISORY VOTE, THE FREQUENCY OF         Management       Abstain        Against
                FUTURE EXECUTIVE COMPENSATION VOTES.

04              DIRECTOR                                                Management

                1       MARTIN L. BUDD                                                   For            For

                2       THOMAS V. CUNNINGHAM                                             For            For




ProxyEdge                                                Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  27
The Gabelli Woodland Small Cap Value Fund


                                                                                            
                3       MICHAEL T. FLYNN                                                 For            For

                4       CORNELIUS B. PRIOR, JR.                                          For            For

                5       MICHAEL T. PRIOR                                                 For            For

                6       CHARLES J. ROESSLEIN                                             For            For

                7       BRIAN A. SCHUCHMAN                                               For            For

05              RATIFICATION OF THE SELECTION OF                        Management       For            For
                PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR
                FOR 2011.


UNIVERSAL DISPLAY CORPORATION


                                                                                                 
SECURITY                       91347P105                                       MEETING TYPE               Annual
TICKER SYMBOL                  PANL                                            MEETING DATE               23-Jun-2011
ISIN                           US91347P1057                                    AGENDA                     933437128 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              DIRECTOR                                                Management

                1       STEVEN V. ABRAMSON                                               For            For

                2       LEONARD BECKER                                                   For            For

                3       ELIZABETH H. GEMMILL                                             For            For

                4       C. KEITH HARTLEY                                                 For            For

                5       LAWRENCE LACERTE                                                 For            For

                6       SIDNEY D. ROSENBLATT                                             For            For

                7       SHERWIN I. SELIGSOHN                                             For            For

02              APPROVAL OF A PROPOSAL TO INCREASE THE NUMBER OF        Management       For            For
                SHARES AUTHORIZED FOR ISSUANCE UNDER THE EQUITY
                COMPENSATION PLAN

03              APPROVAL OF A NON-BINDING, ADVISORY RESOLUTION          Management       Abstain        Against
                REGARDING EXECUTIVE COMPENSATION

04              NON-BINDING, ADVISORY VOTE REGARDING THE FREQUENCY      Management       Abstain        Against
                OF FUTURE ADVISORY SHAREHOLDER VOTES ON EXECUTIVE
                COMPENSATION

05              RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE      Management       For            For
                COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                FIRM FOR 2011


LAWSON SOFTWARE, INC.


                                                                                                 
SECURITY                       52078P102                                       MEETING TYPE               Special
TICKER SYMBOL                  LWSN                                            MEETING DATE               29-Jun-2011
ISIN                           US52078P1021                                    AGENDA                     933475142 - Management




                                                                                                        FOR/AGAINST
ITEM            PROPOSAL                                                TYPE             VOTE           MANAGEMENT
-------------   -----------------------------------------------------   --------------   ------------   ----------------
                                                                                            
01              TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE       Management       For            For
                AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 26,
                2011, BY AND AMONG LAWSON SOFTWARE, INC., OR LAWSON,
                GGC SOFTWARE HOLDINGS, INC., OR PARENT, AND ATLANTIS
                MERGER SUB, INC., A WHOLLY OWNED SUBSIDIARY OF
                PARENT, AS IT MAY BE AMENDED FROM TIME TO TIME.

02              TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN THE     Management       For            For
                SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
                ALLOW FOR THE SOLICITATION OF ADDITIONAL PROXIES IN
                FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT
                IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER
                AGREEMENT.

03              TO APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN      Management       Abstain        Against
                COMPENSATION ARRANGEMENTS FOR LAWSON'S NAMED
                EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.



                                   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

Date August 10, 2011

* Print the name and title of each signing officer under his or her signature.