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.