================================================================================

                                 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 811-04494

                             The Gabelli Asset Fund
--------------------------------------------------------------------------------
               (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: December 31

            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:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   1
The Gabelli Asset 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 HILIP J. HOLTHOUSE                                          For   For
      2 RIAN C. MULLIGAN                                            For   For
  02  PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS  Management   For   For
      OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2010.
  03  STOCKHOLDER PROPOSAL RELATING TO THE             Shareholder  For   Against
      REDEMPTION OF THE PREFERRED SHARE PURCHASE
      RIGHTS ISSUED PURSUANT TO OUR RIGHTS AGREEMENT
      DATED SEPTEMBER 17, 2008, AS AMENDED.


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   Management   For      For
      INNOVATIONS, INC.'S AMENDED AND RESTATED
      CERTIFICATE OF INCORPORATION, AS AMENDED, TO
      CHANGE THE NAME OF THE COMPANY.
  03  APPROVAL OF THE INVERNESS MEDICAL INNOVATIONS,  Management   Against  Against
      INC. 2010 STOCK OPTION AND INCENTIVE PLAN.
  04  APPROVAL OF AN AMENDMENT TO INVERNESS MEDICAL   Management   For      For
      INNOVATIONS, 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         Management  Against  Against
      COMPANY'S CHARTER TO 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           Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


CYBERSOURCE CORPORATION

SECURITY         23251J106         MEETING TYPE    Special
TICKER SYMBOL    CYBS              MEETING DATE    20-Jul-2010
ISIN             US23251J1060      AGENDA          933301955 - Management



                                                                           FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE  MANAGEMENT
----  -----------------------------------------------    ----------  ----  -----------
                                                               
  01  PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF        Management  For   For
      MERGER, DATED AS OF APRIL 20, 2010, BY AND AMONG
      VISA INC., MARKET ST. CORP. AND CYBERSOURCE
      CORPORATION, PURSUANT TO WHICH CYBERSOURCE
      WILL BE ACQUIRED BY VISA.
  02  PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL        Management  For   For
      MEETING TO A LATER DATE OR TIME, IF NECESSARY OR
      APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE
      EVENT THAT THERE ARE INSUFFICIENT VOTES AT THE
      TIME OF SUCH ADJOURNMENT OR POSTPONEMENT TO
      ADOPT THE AGREEMENT AND PLAN OF MERGER.


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   2
The Gabelli Asset Fund

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  Management  For   For
      THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      FEBRUARY 28, 2011.


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                  Management  For   For
      PRICEWATERHOUSECOOPERS LLP AS 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


HELLENIC TELECOMMUNICATIONS ORGANIZATION S A



                                          
SECURITY         X3258B102         MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL                      MEETING DATE    23-Jul-2010
ISIN             GRS260333000      AGENDA          702537044 - Management




                                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                                            TYPE        VOTE        MANAGEMENT
----  -----------------------------------------------------------------   ---------   ----        -----------
                                                                                      
  1.  Appointment of Audit Committee Members in accordance with           Management  No Action
      Article 37 of Law 3693/2008
  2.  Approve the transportation and accommodation expenses of            Management  No Action
      Board of Directors in order to participate in meetings
  3.  Grant the special authorization to the general meeting in order to  Management  No Action
      approve the modifications in contracts between the Company and
      Company's officers
  4.  Various announcements                                               Management  No Action


HELLENIC TELECOMMUNICATIONS ORG. S.A.

SECURITY         423325307         MEETING TYPE    Special
TICKER SYMBOL    OTE               MEETING DATE    23-Jul-2010
ISIN             US4233253073      AGENDA          933309660 - Management



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                             TYPE        VOTE   MANAGEMENT
----  ---------------------------------------------------  ----------  ----   -----------
                                                                  
  01  APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE,       Management  For
      PURSUANT TO ARTICLE 37 OF LAW 3693/2008.
  02  APPROVAL OF ASSUMING THE TRAVEL AND SOJOURN          Management  For
      EXPENSES OF THE BOD MEMBERS FOR THEIR
      PARTICIPATION IN THE BOD MEETINGS AND IN THE
      MEETINGS OF ITS COMMITTEES.
  03  GRANTING OF SPECIAL PERMISSION BY THE GENERAL        Management  For
      MEETING PURSUANT TO ARTICLE 23A , PARAS, 2 AND 4 OF
      C.L.2190/1920, FOR THE APPROVAL OF THE AMENDMENT
      OF TERMS OF CONTRACTS CONCLUDED BETWEEN
      COMPANY'S EXECUTIVES AND THE COMPANY.


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   3
The Gabelli Asset Fund

REMY COINTREAU SA, COGNAC

SECURITY         F7725A100         MEETING TYPE    MIX
TICKER SYMBOL                      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                         Non-Voting
      VALID 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 Board       Management  For   For
      member
O.8   Approve the renewal of Mr. Timothy Jones' term as Board                Management  For   For
      member
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 the     Management  For   For
      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 by        Management  For   For
      cancellation of treasury shares of the Company
E.15  Authorize the Board of Directors to decide on the share capital        Management  For   For
      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 capital        Management  For   For
      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 capital        Management  For   For
      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 subscribe      Management  For   For
      for or purchase shares
E.21  Authorize the Board of Directors to increase the share capital by      Management  For   For
      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 involving     Management  For   For
      the stocks of the Company
E.24  Authorize the Board of Directors to allocate the expenses due to       Management  For   For
      the capital increases concluded on the premiums pertaining to
      these transactions
E.25  Amend the third resolution of Article 8.2 of the Statutes relating to  Management  For   For
      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                          Non-Voting
      INFORMATION IS AVAILABLE BY-CLICKING ON THE
      MATERIAL URL LINK:-https://balo.journal-
      officiel.gouv.fr/pdf/2010/0618/201006181003568.pdf


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   4
The Gabelli Asset 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


VODAFONE GROUP PLC

SECURITY         92857W209         MEETING TYPE    Annual
TICKER SYMBOL    VOD               MEETING DATE    27-Jul-2010
ISIN             US92857W2098      AGENDA          933299681 - Management



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                              TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------  ----------  ----  -----------
                                                                  
01    TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS         Management  For   For
      OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR
      ENDED 31 MARCH 2010
02    TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER       Management  For   For
      OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
03    TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER       Management  For   For
      OF THE AUDIT COMMITTEE, MEMBER OF THE
      NOMINATIONS AND GOVERNANCE COMMITTEE)
04    TO RE-ELECT VITTORIO COLAO AS A DIRECTOR              Management  For   For
05    TO RE-ELECT MICHEL COMBES AS A DIRECTOR               Management  For   For
06    TO RE-ELECT ANDY HALFORD AS A DIRECTOR                Management  For   For
07    TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR               Management  For   For
08    TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF      Management  For   For
      THE AUDIT COMMITTEE)
09    TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER OF     Management  For   For
      THE REMUNERATION COMMITTEE)
10    TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE    Management  For   For
      AUDIT COMMITTEE)
11    TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR             Management  For   For
      (MEMBER OF THE AUDIT COMMITTEE)
12    TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER      Management  For   For
      OF THE NOMINATIONS AND GOVERNANCE COMMITTEE,
      MEMBER OF THE REMUNERATION COMMITTEE)
13    TO RE-ELECT ANTHONY WATSON AS A DIRECTOR              Management  For   For
      (MEMBER OF THE REMUNERATION COMMITTEE)
14    TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE   Management  For   For
      REMUNERATION COMMITTEE)
15    TO APPROVE A FINAL DIVIDEND OF 5.65P PER ORDINARY     Management  For   For
      SHARE
16    TO APPROVE THE REMUNERATION REPORT                    Management  For   For
17    TO RE-APPOINT DELOITTE LLP AS AUDITORS                Management  For   For
18    TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE         Management  For   For
      THE REMUNERATION OF THE AUDITORS
19    TO AUTHORISE THE DIRECTORS TO ALLOT SHARES            Management  For   For
S20   TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-          Management  For   For
      EMPTION RIGHTS (SPECIAL RESOLUTION)
S21   TO AUTHORISE THE COMPANY'S TO PURCHASE ITS OWN        Management  For   For
      SHARES (SECTION 701, COMPANIES ACT 2006) (SPECIAL
      RESOLUTION)
S22   TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL         Management  For   For
      RESOLUTION)
S23   TO AUTHORISE THE CALLING OF A GENERAL MEETING         Management  For   For
      OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS
      THAN 14 CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)
24    TO APPROVE THE CONTINUED OPERATION OF THE             Management  For   For
      VODAFONE SHARE INCENTIVE PLAN.


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


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   5
The Gabelli Asset Fund



                                                                          FOR/AGAINST
ITEM  PROPOSAL                                      TYPE         VOTE     MANAGEMENT
----  --------------------------------------------  ----------   ----     -----------
                                                              
  02  AMENDMENT TO THE LEGG MASON, INC. EXECUTIVE   Management   For      For
      INCENTIVE COMPENSATION PLAN.
  03  RATIFICATION OF THE APPOINTMENT OF            Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM.
  04  STOCKHOLDER PROPOSAL REGARDING THE EXECUTIVE  Shareholder  Against  For
      INCENTIVE COMPENSATION PLAN.
  05  STOCKHOLDER PROPOSAL REGARDING INDEPENDENT    Shareholder  Against  For
      CHAIRMAN.


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       Management  For   For
      ACQUISITION 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       Management  For   For
      APPROPRIATE, 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  Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM
  03  SHAREHOLDER PROPOSAL REGARDING CLASSIFIED   Shareholder  Against  For
      BOARD STRUCTURE


PETROLEO BRASILEIRO S.A. - PETROBRAS

SECURITY         71654V408         MEETING TYPE    Special
TICKER SYMBOL    PBR               MEETING DATE    12-Aug-2010
ISIN             US71654V4086      AGENDA          933316336 - Management



                                                                           FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE  MANAGEMENT
----  -------------------------------------------------  ----------  ----  -----------
                                                               
  01  RATIFYING THE ENGAGEMENT OF                        Management  For   For
      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
  02  APPROVING THE CRITERIA AND METHODOLOGY TO          Management  For   For
      ESTABLISH THE VALUE OF THE LFTS, AS PROPOSED BY
      PWC IN THE VALUATION REPORT (THE "VALUATION
      CRITERIA")
  03  DELEGATING AUTHORITY TO THE BOARD OF DIRECTORS     Management  For   For
      OF THE COMPANY TO RATIFY THE FINAL VALUE OF EACH
      OF THE LFTS SERIES, AS APPEAR IN THE VALUATION
      REPORT PURSUANT TO THE VALUATION CRITERIA


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


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   6
The Gabelli Asset Fund

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 of  i    Management  For   For
      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 and      Non-Voting
      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  Management  For   For
      AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
  03  APPROVAL OF THE J.M. SMUCKER COMPANY 2010 EQUITY  Management  For   For
      AND INCENTIVE COMPENSATION PLAN.


GRUPO BIMBO SAB DE CV, MEXICO

SECURITY         P4949B104         MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL    BIMBOA.MX         MEETING DATE    19-Aug-2010
ISIN             MXP495211262      AGENDA          702562376 - Management



                                                                                                FOR/AGAINST
ITEM  PROPOSAL                                                                TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------------  ----        ----  -----------
                                                                                    
CMMT  PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE                            Non-Voting
      VOTING RIGHTS AT THIS MEETING.-IF YOU ARE A MEXICAN
      NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON
      THIS-MEETING PLEASE CONTACT YOUR CLIENT SERVICE
      REPRESENTATIVE. THANK YOU
I     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                       Non-Voting
      IN MEETING 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      Management  For   For
      CENTURYLINK 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         Management  For   For
      MEETING, IF 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.


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   7
The Gabelli Asset Fund

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              Management  For   For
      CENTURYLINK, INC., 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              Management  For   For
      SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
      PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
      THE MERGER AGREEMENT


NASPERS LTD

SECURITY         S53435103         MEETING TYPE    Annual General Meeting
TICKER SYMBOL    NPSNY.PK          MEETING DATE    27-Aug-2010
ISIN             ZAE000015889      AGENDA          702555662 - Management



                                                                                          FOR/AGAINST
ITEM  PROPOSAL                                                          TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------  ----------  ----  ----------
                                                                              
1     Approve the annual financial statements                           Management  For   For
2     Approve the confirmation of dividends                             Management  For   For
3     Approve the Non-Executive Directors remuneration                  Management  For   For
4     Re-appoint PricewaterhouseCoopers Inc as the Auditors             Management  For   For
5     Appointment of Professor D. Meyer as a Director                   Management  For   For
6.1   Re-elect Mr. T. Vosloo as a Director                              Management  For   For
6.2   Re-elect Mr. N.P. Van Heerden as a Director                       Management  For   For
6.3   Re-elect Mr. H.S.S. Willemse as a Director                        Management  For   For
6.4   Re-elect Mr. L.N. Jonker as a Director                            Management  For   For
7     Grant authority for placing unissued shares under the control of  Management  For   For
      the Directors
8     Approve the issue of shares for cash                              Management  For   For
9     Amend the trust deed of the Naspers Share Incentive Scheme        Management  For   For
      prescribed by Schedule 14 of the JSE Listings Requirements
10    Grant special authority for the Board of Directors of Naspers to  Management  For   For
      allot issue and make application to the JSE for the listing of
      Naspers N ordinary shares to the Naspers group share based
      incentive schemes
S.1   Authorize the Company or its subsidiaries to acquire N ordinary   Management  For   For
      shares in the Company
S.2   Authorize the Company or its subsidiaries to acquire A ordinary   Management  For   For
      shares in the Company
11    Grant authority to implement all resolutions adopted at the AGM   Management  For   For
0     Transact such other business                                      Non-Voting


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  Management   For      For
      ACCOUNTING FIRM
  03  SHAREHOLDER PROPOSAL REQUESTING THE RIGHT TO   Shareholder  Against  For
      SHAREHOLDER ACTION BY WRITTEN CONSENT


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  Management  For   For
      OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2011.


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   8
The Gabelli Asset 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      Management  For   For
      MERGER, DATED 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       Management  For   For
      LATER DATE OR 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.


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      Management  For   For
      CONFERRED, YOU 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.


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           Management          For   For
      CERTIFICATE OF 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           Management          For   For
      CERTIFICATE OF INCORPORATION TO ELIMINATE A
      SUPERMAJORITY VOTING REQUIREMENT FOR AMENDING
      THE COMPANY'S CERTIFICATE OF INCORPORATION.
  1C  AMEND AND RESTATE THE COMPANY'S CURRENT           Management          For   For
      CERTIFICATE OF INCORPORATION TO REVISE
      REQUIREMENTS APPLICABLE TO THE COMPOSITION OF
      THE BOARD OF DIRECTORS.
  1D  AMEND AND RESTATE THE COMPANY'S CURRENT           Management          For   For
      CERTIFICATE OF 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         Management          For   For
      MEETING, IF 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     Management          For   For
      ANNUAL INCENTIVE COMPENSATION PLAN.
  05  RATIFICATION OF THE APPOINTMENT OF                Management          For   For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
      COMPANY FOR 2010.


ROYCE VALUE TRUST, INC.

SECURITY         780910105         MEETING TYPE    Annual
TICKER SYMBOL    RVT               MEETING DATE    22-Sep-2010
ISIN             US7809101055      AGENDA          933313619 - Management




                                             FOR/AGAINST
ITEM  PROPOSAL             TYPE        VOTE  MANAGEMENT
----  -------------------  ----------  ----  ------------
                                 
  01  DIRECTOR             Management
      1 RICHARD M. GALKIN              For   For
      2 MARK R. FETTING                For   For
      3 ARTHUR S. MEHLMAN              For   For


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                   9
The Gabelli Asset 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  Management  For   For
      FOR ONE YEAR TERM.
  1B  TO ELECT JOE L. MORGAN AS DIRECTOR TO HOLD OFFICE   Management  For   For
      FOR ONE YEAR TERM.
  1C  TO ELECT DAVID R. WILLIAMS AS DIRECTOR TO HOLD      Management  For   For
      OFFICE FOR ONE YEAR TERM.
  02  TO APPROVE THE AMENDMENT AND RESTATEMENT OF         Management  For   For
      THE DEL MONTE FOODS COMPANY CERTIFICATE OF
      INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING
      PROVISIONS.
  03  TO RATIFY THE APPOINTMENT OF KPMG LLP AS DEL        Management  For   For
      MONTE FOODS 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          Management  For   For
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE 2011 FISCAL YEAR.


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     Management  For   For
      MILLS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM.
  04  CAST AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.  Management  For   For


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  10
The Gabelli Asset Fund

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  Management  For   For
      ACCOUNTING 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.


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  Management         Against   Against
      INCREASE THE NUMBER OF AUTHORIZED COMMON
      SHARES


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                Management  For   For
      AGREEMENT AND PLAN OF 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       Management  For   For
      SPECIAL 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.


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         Management  For   For
      COMPANY'S EXECUTIVE PAY-FOR-PERFORMANCE
      COMPENSATION POLICIES AND PROCEDURES.
  03  THE APPROVAL OF AN AMENDMENT TO THE 2003 LONG-      Management  For   For
      TERM EXECUTIVE 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               Management  For   For
      PERFORMANCE GOALS UNDER THE EXECUTIVE
      PERFORMANCE PLAN.
  05  A SHAREHOLDER PROPOSAL TO ADOPT A SIMPLE            Management  For   For
      MAJORITY VOTING STANDARD.
  06  THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S       Management  For   For
      AMENDED AND 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       Management  For   For
      AMENDED AND 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       Management  For   For
      AMENDED AND 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       Management  For   For
      AMENDED AND RESTATED ARTICLES OF INCORPORATION
      TO REDUCE THE SUPERMAJORITY VOTING REQUIREMENT
      REGARDING THE RELATED PERSON TRANSACTION
      PROVISION.
  10  THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &   Management  For   For
      TOUCHE LLP AS THE COMPANY'S INDEPENDENT
      ACCOUNTANTS FOR THE FISCAL YEAR ENDING APRIL 30,
      2011.


ProxyEdge                                               Report Date:  07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  11
The Gabelli Asset Fund

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       Management  For   For
      AND MERGER 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     Management  For   For
      OR 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  Management  For   For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE FISCAL YEAR ENDING MAY 31, 2011.


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  Management   For      For
      PUBLIC ACCOUNTING FIRM
  03  SHAREHOLDER PROPOSAL - CUMULATIVE VOTING          Shareholder  Against  For


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,   Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  05  RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT,       Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  06  RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT,      Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  07  RE-ELECTION OF LORD HOLLICK AS A DIRECTOR. (AUDIT,   Management  For   For
      NOMINATION & REMUNERATION (CHAIRMAN OF THE
      COMMITTEE) COMMITTEE)
  08  RE-ELECTION OF DR FB HUMER AS A DIRECTOR.            Management  For   For
      (CHAIRMAN OF THE NOMINATION COMMITTEE)
  09  RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT        Management  For   For
      (CHAIRMAN OF THE COMMITTEE), NOMINATION &
      REMUNERATION COMMITTEE)
  10  RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT,     Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  11  RE-ELECTION OF PA WALKER AS A DIRECTOR. (AUDIT,      Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  12  RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN     Management  For   For
      OF THE EXECUTIVE COMMITTEE)


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  12
The Gabelli Asset Fund



                                                                            FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------  ----------  ----  -----------
                                                                
  13  ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT,      Management  For   For
      NOMINATION & REMUNERATION COMMITTEE)
  14  ELECTION OF DA MAHLAN AS A DIRECTOR. (EXECUTIVE     Management  For   For
      COMMITTEE)
  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     Management  For   For
      INCUR POLITICAL EXPENDITURE IN THE EU.
  21  AMENDMENT OF THE DIAGEO PLC 2001 SHARE INCENTIVE    Management  For   For
      PLAN.
  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      Management  For   For
      AN ANNUAL 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  Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE FISCAL YEAR ENDING JUNE 30, 2011.
  03  RE-APPROVAL OF MATERIAL TERMS UNDER THE             Management   For      For
      COMPANY'S LONG-TERM INCENTIVE PLAN FOR PAYMENT
      OF PERFORMANCE-BASED COMPENSATION UNDER
      SECTION 162(M) OF THE INTERNAL REVENUE CODE.
  04  STOCKHOLDER PROPOSAL - ESTABLISHMENT OF A HUMAN     Shareholder  Against  For
      RIGHTS COMMITTEE.
  05  STOCKHOLDER PROPOSAL - SHAREHOLDER SAY ON PAY.      Shareholder  Against  For


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                   Management  For   For
      PRICEWATERHOUSECOOPERS LLP AS ANGIODYNAMICS'
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE FISCAL YEAR ENDING MAY 31, 2011.
   3  TO AMEND ANGIODYNAMICS' EMPLOYEE STOCK         Management  For   For
      PURCHASE PLAN TO INCREASE THE TOTAL NUMBER OF
      SHARES OF COMMON STOCK THAT MAY BE OFFERED
      UNDER THE PLAN FROM 400,000 TO 700,000.


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  13
The Gabelli Asset Fund

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             Management  For   For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR
      2011.


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  Management  For   For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2011.


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  Management   For      For
      INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
      ENDING JUNE 30, 2011.
  03  ADOPT STOCKHOLDER'S PROPOSAL REGARDING          Shareholder  Against  For
      POLITICAL CONTRIBUTIONS.
  04  ADOPT STOCKHOLDER'S PROPOSAL REGARDING REPORT   Shareholder  Against  For
      ON POLITICAL CONTRIBUTIONS.


PERNOD-RICARD, PARIS

SECURITY         F72027109         MEETING TYPE    MIX
TICKER SYMBOL    RI.PA             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                       Non-Voting
      VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
      OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
      PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                        Non-Voting
      INFORMATION IS 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 financial  Management  For   For
      year ended 30 JUN 2010
O.3   Allocation of the net result for the financial year ended 30 JUN     Management  For   For
      2010 and setting of the dividend
O.4   Approval of regulated agreements referred to in Article L. 225-38    Management  For   For
      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


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  14
The Gabelli Asset Fund



                                                                                             FOR/AGAINST
ITEM  PROPOSAL                                                             TYPE        VOTE  MANAGEMENT
----  -------------------------------------------------------------------  ----------  ----  -----------
                                                                                 
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 in    Management   For       For
       the Company's shares
E.11   Delegation of authority to be granted to the Board of Directors to   Management   For       For
       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 Directors to   Management   Against   Against
       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 Directors to   Management   For       For
       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                   Non-Voting
       OF NAMES IN 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.


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 APPOIN TMENT OF ERNST & YOUNG   Management            For    For
       LLP TO SERVE AS THE COMPANY'S INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
       2011.
03     APPROVAL OF ADOPTION OF THE FOURTH AMENDED AND      Management            For    For
       RESTATED 1997 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         Shareholder             Against   For
       VOTE ON EXECUTIVE COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  15
The Gabelli Asset Fund


TINGYI CAYMAN IS HLDG CORP

SECURITY        G8878S103       MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL   0322.HK         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                           Non-Voting
       VOTE 'IN FAVOR' 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                       Non-Voting
       BY CLICKING 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                    Non-Voting
       OF URL 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.


SMITHS GROUP PLC

SECURITY           G82401111            MEETING TYPE      Annual General Meeting
TICKER SYMBOL      SMIN.L               MEETING DATE      16-Nov-2010
ISIN               GB00B1WY2338         AGENDA            702644065 - Management



                                                                                            FOR/AGAINST
ITEM   PROPOSAL                                                         TYPE         VOTE   MANAGEMENT
----   ---------------------------------------------------              ----------   ----   -----------
                                                                                
1      Adoption of Report and Accounts                                  Management   For    For
2      Approval of Directors' Remuneration Report                       Management   For    For
3      Declaration of final dividend                                    Management   For    For
4      Election of Mr. B.F.J Angelici as a director                     Management   For    For
5      Election of Mr. P.A. Turner as a Director                        Management   For    For
6      Re-election of Mr. D.H.Brydon as a director                      Management   For    For
7      Re-election of Mr. P.Bowman as a director                        Management   For    For
8      Re-election of Mr. D.J.Challen as a director                     Management   For    For
9      Re-election of Mr. S.J.Chambers as a director                    Management   For    For
10     Re-election of Ms. A.C. Quinn as a director                      Management   For    For
11     Re-election of Sir Kevin Tebbit as a director                    Management   For    For
12     Reappointment of PricewaterhouseCoopers LLP as auditor           Management   For    For
13     Auditor's remuneration                                           Management   For    For
14     Authority to issue shares pursuant to Section 551 of Companies   Management   For    For
       Act 2006
15     Authority to disapply pre-emption rights                         Management   For    For
16     Authority to make market purchases of shares                     Management   For    For
17     Authority to call general meetings other than annual general     Management   For    For
       meetings on not less than 14 clear days notice
18     Authority to make political donations and expenditure            Management   For    For
19     Approval of the 2010 Value Sharing Plan                          Management   For    For
       PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE                Non-Voting
       IN TEXT OF RESOLUTION 9. IF-YOU HAVE ALREADY SENT IN
       YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
       UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.


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   Management    For       For
       ACCOUNTING FIRM.
  03   APPROVAL OF THE MATERIAL TERMS OF THE           Management    For       For
       PERFORMANCE GOALS UNDER THE COMPANY'S 2005
       STOCK INCENTIVE PLAN.
  04   APPROVAL OF THE MATERIAL TERMS OF THE           Management    For       For
       PERFORMANCE GOALS UNDER THE COMPANY'S
       EXECUTIVE INCENTIVE COMPENSATION PLAN.
  05   STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN.   Shareholder   Against   For



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  16
The Gabelli Asset Fund

NEW HOPE CORPORATION LTD

SECURITY           Q66635105            MEETING TYPE      Annual General Meeting
TICKER SYMBOL      NHC.AX               MEETING DATE      18-Nov-2010
ISIN               AU000000NHC7         AGENDA            702646603 - Management



                                                                             FOR/AGAINST
ITEM   PROPOSAL                                          TYPE         VOTE   MANAGEMENT
----   ----------------------------------------------    ----------   ----   -----------
                                                                 
2      Adoption of remuneration report                   Management   For    For
3.a    Re-election of Mr. R. D. Millner as a Director    Management   For    For
3.b    Re-election of Mr. D. J. Fairfull as a Director   Management   For    For


CAMPBELL SOUP COMPANY

SECURITY           134429109            MEETING TYPE      Annual
TICKER SYMBOL      CPB                  MEETING DATE      18-Nov-2010
ISIN               US1344291091         AGENDA            933336314 - Management



                                                                                          FOR/AGAINST
ITEM   PROPOSAL                                         TYPE                    VOTE      MANAGEMENT
----   ----------------------------------------------   ---------               ----      ------------
                                                                              
01     DIRECTOR                                         Management
       1   EDMUND M. CARPENTER                                                  For       For
       2   PAUL R. CHARRON                                                      For       For
       3   DOUGLAS R. CONANT                                                    For       For
       4   BENNETT DORRANCE                                                     For       For
       5   HARVEY GOLUB                                                         For       For
       6   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   Management              For       For
       REGISTERED PUBLIC ACCOUNTING FIRM.
03     APPROVE AMENDMENT OF THE CAMPBELL SOUP           Management              Against   Against
       COMPANY 2005 LONG-TERM INCENTIVE PLAN.


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                 Management           For       For
       COMPENSATION AWARDED 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           Management           Against   Against
       RESTATED 2002 LONG TERM INCENTIVE AND STOCK
       AWARD PLAN.
04     TO APPROVE THE AMENDEMENT OF THE AMENDED AND           Management           For       For
       RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC.
05     TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, TO     Management           For       For
       ACT AS REGISTERED INDEPENDENT ACCOUNTANTS OF
       THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
       2011.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  17
The Gabelli Asset 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                            Management           For    For
       PRICEWATERHOUSECOOPERS LLP AS 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        Management           For    For
       STOCK INCENTIVE PLAN.


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             Management   For    For
       EFFECT, IN ITS 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                Management   For    For
       MOTOROLA'S RESTATED 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.


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   Management            For    For
       LLP AS LIVE NATION ENTERTAINMENT, INC.'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE 2010 FISCAL YEAR.


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            Management   For    For
       INCORPORATION TO 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      Management   For    For
       LAWFULLY COME 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.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  18
The Gabelli Asset Fund

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            Management   For       For
       INCORPORATION TO 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          Management   Against   Against
       BYLAWS TO ESTABLISH 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          Management   Against   Against
       BYLAWS TO PROVIDE 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          Management   For       For
       BYLAWS TO REDUCE THE DEFAULT APPROVAL
       THRESHOLD REQUIRED FOR MATTERS SUBMITTED TO
       SHAREHOLDERS FOR A VOTE.


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              Management   For    For
       JUSTIFICATION SIGNED BETWEEN MARLIM PARTICIPACOES
       S.A. AND THE COMPANY ON 11/04/2010
02     APPROVE THE INCORPORATION PROTOCOL AND              Management   For    For
       JUSTIFICATION SIGNED BETWEEN NOVA MARLIM
       PARTICIPACOES S.A. AND THE COMPANY ON 11/04/2010
03     RATIFY THE HIRING OF KPMG AUDITORES INDEPENDENTES   Management   For    For
       BY THE 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          Management   For    For
       KPMG AUDITORES 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                 Management   For    For
       PARTICIPACOES S.A. AND NOVA MARLIM PARTICIPACOES
       S.A. INTO THE COMPANY, WITH NO INCREASE TO THE
       COMPANY'S JOINT STOCK


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


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   Management               Against   Against
       AWARD PLAN.
03     RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT   Management               For       For
       REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
       FISCAL YEAR.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  19
The Gabelli Asset Fund

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,             Management   For    For
       DATED AS 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             Management   For    For
       SPECIAL 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.


HELLENIC TELECOMMUNICATIONS ORGANIZATION S A

SECURITY        X3258B102      MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   HLTOY          MEETING DATE   23-Dec-2010
ISIN            GRS260333000   AGENDA         702723924 - Management



                                                                                                   FOR/AGAINST
ITEM   PROPOSAL                                                                TYPE         VOTE   MANAGEMENT
----   --------                                                                ---------    ----   ------------
                                                                                       
1.     Announcement of the election of a new Member of the Board of            Management   For    For
       Directors, pursuant to Article 9, Par. 4 of the Company's Articles of
       Incorporation
2.     Approval of the termination of the contract independent services        Management   For    For
       agreement between OTE and the former Chairman of the Board of
       Directors and Chief Executive Officer of the Company, dated 25
       June 2009, pursuant to the second section of term 9 thereof
3.     Approval of a contract between the Company and the Chief                Management   For    For
       Executive Officer, pursuant to Article 23A of Codified Law
       2190.1920, and granting of power to sign it
4.     Miscellaneous announcements                                             Management   For    For
       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                      Non-Voting
       OF 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.


HELLENIC TELECOMMUNICATIONS ORG. S.A.

SECURITY           423325307            MEETING TYPE      Special
TICKER SYMBOL      HLTOY                MEETING DATE      23-Dec-2010
ISIN               US4233253073         AGENDA            933359615 - Management



                                                                              FOR/AGAINST
ITEM   PROPOSAL                                           TYPE         VOTE   MANAGEMENT
----   --------                                           ---------    ----   ------------
                                                                  
02     APPROVAL OF THE TERMINATION OF THE CONTRACT        Management   For
       (INDEPENDENT SERVICES AGREEMENT) BETWEEN OTE
       AND THE FORMER CHAIRMAN OF THE BOARD OF
       DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE
       COMPANY, DATED 25-6-2009, PURSUANT TO THE SECOND
       SECTION OF TERM 9 THEREOF.
03     APPROVAL OF A CONTRACT BETWEEN THE COMPANY AND     Management   For
       THE CHIEF EXECUTIVE OFFICER, PURSUANT TO ARTICLE
       23A OF CODIFIED LAW 2190/1920, AND GRANTING OF
       POWER TO SIGN IT.


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   Management               For   For
       PUBLIC ACCOUNTING FIRM.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  20
The Gabelli Asset Fund

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   Management             For    For
       LLP AS THE INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM.


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         Management             For       For
       BYLAWS 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         Management             Against   Against
       DELETE 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.


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   Management    For       For
       WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM.
03     AMEND THE WALGREEN CO. ARTICLES OF                   Management    For       For
       INCORPORATION TO REVISE THE PURPOSE CLAUSE.
04     AMEND THE WALGREEN CO. ARTICLES OF                   Management    For       For
       INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY
       VOTE REQUIREMENTS.
05     AMEND THE WALGREEN CO. ARTICLES OF                   Management    For       For
       INCORPORATION TO ELIMINATE THE "FAIR PRICE"
       CHARTER PROVISION APPLICABLE TO CERTAIN BUSINESS
       COMBINATIONS.
06     SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE THE       Shareholder   Against   For
       VOTE REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL
       SHAREHOLDER MEETINGS.
07     SHAREHOLDER PROPOSAL ON A POLICY THAT A              Shareholder   Against   For
       SIGNIFICANT PORTION OF FUTURE STOCK OPTION
       GRANTS TO SENIOR EXECUTIVES SHOULD BE
       PERFORMANCE-BASED.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  21
The Gabelli Asset 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   Management               For    For
       REGISTERED 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    Management              For    For
       RALCORP HOLDINGS INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
       SEPTEMBER 30, 2011.


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   Management   Abstain   Against
       STOCK PLAN
03     EXECUTIVE OFFICER BONUS PLAN AND PERFORMANCE      Management   For       For
       CRITERIA
04     RATIFICATION OF APPOINTMENT OF                    Management   For       For
       PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
       AUDITOR


VIVO PARTICIPACOES S A

SECURITY        P9810G108       MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL                   MEETING DATE    20-Jan-2011
ISIN            BRVIVOACNOR1    AGENDA          702745766 - Management



                                                                                                 FOR/AGAINST
ITEM   PROPOSAL                                                              TYPE         VOTE   MANAGEMENT
----   ----------------------------------------------------------------      ---------    ----   -----------
                                                                                     
CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A                            Non-Voting
       BENEFICIAL OWNER 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 SHAREHOLDERS SUBMITTING A VOTE                       Non-Voting
       TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE
       CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE
       ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE'S
       NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR
       AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK
       YOU.
CMMT   PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN                    Non-Voting
       THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
       IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
       ARE ALLOWED. THANK YOU
1      Election to the Fiscal Council to fill a vacancy and serve out the    Management   For    For
       term in office: Mr. Juarez Rosa da Silva (as a member of the
       Fiscal Council) and Mr. Herio Paulo S. Andriola (as an alternate
       member to the Fiscal Council)
CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE                     Non-Voting
       IN MEETING DATE FROM 18 JAN-2011 TO 20 JAN 2011 AND
       RECEIPT OF NOMINEE NAMES. IF YOU HAVE ALREADY
       SENT IN-YOUR VOTES, PLEASE DO NOT RETURN THIS
       PROXY FORM UNLESS YOU DECIDE TO AMEND YO-UR
       ORIGINAL INSTRUCTIONS. THANK YOU.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  22
The Gabelli Asset Fund

WINCOR NIXDORF AG

SECURITY           D9695J105            MEETING TYPE      Annual General Meeting
TICKER SYMBOL      WIN.DE               MEETING DATE      24-Jan-2011
ISIN               DE000A0CAYB2         AGENDA            702730892 - Management



                                                                                               FOR/AGAINST
ITEM   PROPOSAL                                                            TYPE         VOTE   MANAGEMENT
----   ---------------------------------------------------------------     ---------    ----   -----------
                                                                                   
       ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC                        Non-Voting
       CONFLICTS OF 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). SHOULD YOU HAVE ANY
       QUESTIONS OR-DOUBTS IN THIS REGARD, PLEASE
       CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO T-
       HAT THIS ISSUE CAN BE CLARIFIED. IF YOU DO NOT HAVE
       ANY INDICATION REGARDING S-UCH CONFLICT OF
       INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
       PLEASE SUBMIT YOUR-VOTE AS USUAL. THANK YOU.
       PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS                      Non-Voting
       MEETING IS 03 JAN 11, WHEREAS T-HE MEETING HAS BEEN
       SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS
       DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS
       REPORTED ARE IN CONCURRENCE WITH THE GERM-AN
       LAW. THANK YOU
1.     Submission of the adopted annual financial statements of Wincor     Non-Voting
       Nixdorf Aktien-gesellschaft and the approved group financial
       statements as of September 30, 2-010, the management report
       and the group management report of the Company (inc-luding the
       report of the Board of Directors on the disclosures pursuant to
       Sec-tion 289 (4) and Section 315 (4) German Commercial Code
       (HGB) for the fiscal y-ear 2009/2010), as well as the Supervisory
       Board report for the fiscal year 20-09/2010
2.     Resolution on appropriate of net profit                             Management   For    For
3.     Resolution on discharge from responsibility of the members of the   Management   For    For
       Board of Directors for the fiscal year 2009/2010
4.     Resolution on discharge from responsibility of the members of the   Management   For    For
       Supervisory Board for the fiscal year 2009/2010
5.     Election of the auditor and the group auditor for the fiscal year   Management   For    For
       2010/2011
6.A    Election of Dr. Alexander Dibelius as shareholder representatives   Management   For    For
       to the Supervisory Board
6.B    Election of Mr. Hans-Ulrich Holdenried as shareholder               Management   For    For
       representatives to the Supervisory Board
7.     Resolution regarding the authorization to purchase and to use       Management   For    For
       own shares according to Section 71 (1) Number 8 German Stock
       Corporation Act (AktG) and to exclude the subscription right
8.     Resolution regarding the authorization to purchase own shares       Management   For    For
       using derivatives and to exclude the subscription right


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     Management   For       For
       OUR 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       Management   Abstain   Against
       OF EXECUTIVE COMPENSATION VOTES
05     TO APPROVE THE PERFORMANCE GOALS UNDER THE             Management   For       For
       MONSANTO COMPANY 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          Management         For       For
       INDEPENDENT AUDITORS FOR 2011
03     APPROVAL OF A PROPOSED AMENDMENT TO THE            Management         For       For
       JOHNSON CONTROLS, INC. RESTATED ARTICLES OF
       INCORPORATION TO ALLOW FOR A MAJORITY VOTING
       STANDARD FOR UNCONTESTED ELECTIONS OF
       DIRECTORS
04     APPROVAL OF THE JOHNSON CONTROLS, INC. ANNUAL      Management         For       For
       INCENTIVE PERFORMANCE PLAN.
05     APPROVAL OF THE JOHNSON CONTROLS, INC. LONG-TERM   Management         For       For
       INCENTIVE PERFORMANCE PLAN
06     ADVISORY VOTE ON COMPENSATON OF OUR NAMED          Management         Abstain   Against
       EXECUTIVE OFFICERS
07     ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY     Management
       VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
       OFFICERS



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  23
The Gabelli Asset Fund

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          Management             Abstain   Against
       COMPENSATION.
03     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY    Management             Abstain   Against
       OF EXECUTIVE COMPENSATION VOTES
04     TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS   Management             For       For
       THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR FISCAL 2011.


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                    Management   For       For
       PRICEWATERHOUSECOOPERS LLP 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             Management   Abstain   Against
       EXECUTIVE OFFICERS 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           Management   Abstain   Against
       COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS
       REQUIRED BY SECTION 14A(A)(2) OF THE SECURITIES
       EXCHANGE ACT OF 1934, AS AMENDED, SHOULD OCCUR
       EVERY.


VISA INC.

SECURITY           92826C839            MEETING TYPE      Annual
TICKER SYMBOL      V                    MEETING DATE      27-Jan-2011
ISIN               US92826C8394         AGENDA            933358980 - Management



                                                                                                 FOR/AGAINST
ITEM   PROPOSAL                                              TYPE                      VOTE      MANAGEMENT
----   ------------------------------------------------      ---------                 ----      -----------
                                                                                     
01     TO AMEND THE COMPANY'S CERTIFICATE OF                 Management                For       For
       INCORPORATION TO DECLASSIFY THE BOARD OF
       DIRECTORS.
02     TO AMEND THE COMPANY'S CERTIFICATE OF                 Management                For       For
       INCORPORATION TO IMPLEMENT A MAJORITY VOTE
       STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS.
3 4    DIRECTOR                                              Management
        1   GARY P. COUGHLAN                                                           For       For
        2   MARY B. CRANSTON                                                           For       For
        3   F.J. FERNANDEZ-CARBAJAL                                                    For       For
        4   ROBERT W. MATSCHULLAT                                                      For       For
        5   CATHY E. MINEHAN                                                           For       For
        6   SUZANNE NORA JOHNSON                                                       For       For
        7   DAVID J. PANG                                                              For       For
        8   JOSEPH W. SAUNDERS                                                         For       For
        9   WILLIAM S. SHANAHAN                                                        For       For
       10   JOHN A. SWAINSON                                                           For       For
       11   SUZANNE NORA JOHNSON                                                       For       For
       12   JOSEPH W. SAUNDERS                                                         For       For
       13   JOHN A. SWAINSON                                                           For       For
05     AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.           Management                Abstain   Against
06     AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN       Management                Abstain   Against
       ADVISORY VOTE ON EXECUTIVE COMPENSATION.
07     TO APPROVE THE VISA INC. INCENTIVE PLAN, AS AMENDED   Management                For       For
       AND RESTATED.
08     TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE          Management                For       For
       COMPANY'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR FISCAL YEAR 2011.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  24
The Gabelli Asset Fund

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


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                Management                Abstain   Against
       CORPORATION'S EXECUTIVE OFFICERS INCLUDING THE
       CORPORATION'S COMPENSATION PRACTICES AND
       PRINCIPLES AND THEIR IMPLEMENTATION.
04     FREQUENCY OF ADVISORY VOTES ON EXECUTIVE           Management                Abstain   Against
       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.     Management   For    For
       ("UPB") AND OF 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   Management            For       For
       AS THE CORPORATION'S INDEPENDENT REGISTERED
       PUBLIC ACCOUNTING FIRM.
C      TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION    Management            Abstain   Against
       OF THE CORPORATION'S NAMED EXECUTIVE OFFICERS.
D      TO APPROVE ON AN ADVISORY BASIS THE FREQUENCY OF    Management            Abstain   Against
       THE VOTE ON THE COMPENSATION OF THE
       CORPORATION'S NAMED EXECUTIVE OFFICERS.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  25
The Gabelli Asset Fund

BECTON, DICKINSON AND COMPANY

SECURITY           075887109            MEETING TYPE      Annual
TICKER SYMBOL      BDX                  MEETING DATE      01-Feb-2011
ISIN               US0758871091         AGENDA            933360531 - Management



                                                                                            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         Management                For       For
       REGISTERED PUBLIC ACCOUNTING FIRM.
03     AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE    Management                Abstain   Against
       COMPENSATION.
04     AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE   Management                Abstain
       COMPENSATION ADVISORY VOTES.
05     SPECIAL SHAREHOLDER MEETINGS.                    Shareholder               Against   For
06     CUMULATIVE VOTING.                               Shareholder               Against   For


VIVO PARTICIPACOES S A

SECURITY        P9810G108      MEETING TYPE   ExtraOrdinary General Meeting
TICKER SYMBOL   VIV            MEETING DATE   03-Feb-2011
ISIN            BRVIVOACNOR1   AGENDA         702757569 - Management



                                                                                                   FOR/AGAINST
ITEM   PROPOSAL                                                                TYPE         VOTE   MANAGEMENT
----   -------------------------------------------------------------------     ---------    ----   -----------
                                                                                       
CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A                              Non-Voting
       BENEFICIAL OWNER 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 VOTES 'IN FAVOR' AND 'AGAINST' IN                      Non-Voting
       THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
       IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
       ARE ALLOWED. THANK YOU
A      To consider and decide regarding the creation of the positions of i.    Management   For    For
       executive vice president for coordination and synergy and ii.
       general secretary and legal director, and the consequent
       amendment of the wording of line xv of article 17, the amendment
       of the main part and of the sole paragraph of article 20, with the
       inclusion of a new paragraph in the same article and the inclusion
       of lines viii and ix in article 23 of the corporate bylaws of the
       company
B      To consolidate the corporate bylaws of the company                      Management   For    For


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
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               Shareholder         Against   For
       PROPOSAL DESCRIBED IN THE ATTACHED PROXY
       STATEMENT, IF PROPERLY PRESENTED AT THE ANNUAL
       MEETING.
04     TO CONSIDER AND APPROVE AN ADVISORY RESOLUTION         Management          Abstain   Against
       REGARDING THE COMPENSATION OF THE COMPANY'S
       NAMED EXECUTIVE OFFICERS.
05     TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE       Management          Abstain   Against
       FREQUENCY OF HOLDING AN ADVISORY VOTE ON
       EXECUTIVE COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  26
The Gabelli Asset Fund

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                       Management            For       For
       PRICEWATERHOUSECOOPERS LLP AS 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,          Management           Abstain   Against
       EXECUTIVE COMPENSATION.
04     TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE    Management           Abstain   Against
       FREQUENCY WITH 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



                                                                                      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   Management         For       For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03     VOTE TO APPROVE AN AMENDMENT TO OUR RESTATED      Management         For       For
       CERTIFICATE OF 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    Management         Abstain   Against
       VOTE ON EXECUTIVE COMPENSATION.
06     STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A     Shareholder        Against   For
       POLICY TO OBTAIN STOCKHOLDER APPROVAL FOR
       CERTAIN FUTURE SEVERANCE AGREEMENTS.


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
02     NON-BINDING ADVISORY VOTE ON EXECUTIVE             Management   Abstain   Against
       COMPENSATION ("SAY-ON-PAY")
03     NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF      Management   Abstain   Against
       SAY-ON-PAY VOTES
04     RATIFICATION OF THE APPOINTMENT OF DELOITTE &      Management   For       For
       TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR FISCAL 2011


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   Management          Abstain   Against
       THE 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           Management   For    For
       CONTENT DISTRIBUTION BUSINESS UNIT TO ENCOMPASS
       DIGITAL MEDIA, INC. AND ITS WHOLLY-OWNED SUBSIDIARY.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  27
The Gabelli Asset Fund

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           Management          For       For
       PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN
III    PROPOSAL TO REAFFIRM APPROVAL OF THE MATERIAL      Management          For       For
       TERMS OF THE AMENDED AND RESTATED LONG-TERM
       INCENTIVE PLAN
IV     PROPOSAL TO AMEND A MATERIAL TERM OF THE 2001      Management          For       For
       MANAGEMENT EQUITY INCENTIVE AND COMPENSATION
       PLAN
V      ADVISORY VOTE - RESOLUTION TO APPROVE THE          Management          Abstain   Against
       COMPENSATION, AS 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     Management          Abstain
       ADVISORY VOTES ON COMPENSATION OF NAMED
       EXECUTIVE OFFICERS


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,   Management              For       For
       LLP AS INDEPENDENT AUDITOR FOR THE COMPANY FOR
       FISCAL YEAR 2011.
03     RATIFICATION OF THE COMPENSATION PACKAGE            Management              Abstain   Against
       GRANTED TO OUR NAMED EXECUTIVE OFFICERS.
04     ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER       Management              Abstain   Against
       VOTES ON EXECUTIVE COMPENSATION.
05     SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S         Shareholder             Against   For
       BYLAWS TO PERMIT REMOVAL OF DIRECTORS WITH OR
       WITHOUT CAUSE.
06     SHAREHOLDER PROPOSAL TO REQUIRE THE COMPANY TO      Shareholder             Against   For
       HAVE, WHENEVER POSSIBLE, AN INDEPENDENT CHAIRMAN
       OF THE BOARD OF DIRECTORS WHO HAS NOT
       PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE
       COMPANY.


INTERNATIONAL GAME TECHNOLOGY

SECURITY           459902102            MEETING TYPE      Annual
TICKER SYMBOL      IGT                  MEETING DATE      01-Mar-2011
ISIN               US4599021023         AGENDA            933365682 - Management



                                                            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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        28



                                                                                    FOR/AGAINST
ITEM  PROPOSAL                                         TYPE           VOTE          MANAGEMENT
----  -----------------------------------------------  -------------  ------------  -----------
                                                                        
      7  VINCENT L. SADUSKY                                           For           For

      8  PHILIP G. SATRE                                              For           For

02    APPROVAL OF THE AMENDMENTS TO THE                Management     Against       Against
      INTERNATIONAL GAME TECHNOLOGY 2002
      STOCK INCENTIVE PLAN.
03    APPROVAL OF THE AMENDMENT TO THE                 Management     For           For
      INTERNATIONAL GAME TECHNOLOGY
      EMPLOYEE STOCK PURCHASE PLAN.
04    TO APPROVE, BY NON-BINDING VOTE,                 Management     Abstain       Against
      EXECUTIVE COMPENSATION.
05    TO RECOMMEND, BY NON-BINDING VOTE,               Management     Abstain       Against
      THE FREQUENCY OF EXECUTIVE
      COMPENSATION VOTES.
06    RATIFICATION OF THE APPOINTMENT OF               Management     For           For
      PRICEWATERHOUSECOOPERS LLP 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 &                        Management     For           For
      TOUCHE LLP AS AUDITOR

03    ADVISORY RESOLUTION TO ACCEPT THE                Management     For           For
      APPROACH TO EXECUTIVE 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,     Management       For        For
      BY AND 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            Management       For        For
      UTILITIES COMMON 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               Management       For        For
      THE NORTHEAST UTILITIES BOARD OF TRUSTEES
      AT FOURTEEN.
04    PROPOSAL TO ADJOURN THE SPECIAL MEETING,                Management       For        For
      IF NECESSARY OR APPROPRIATE, TO SOLICIT
      ADDITIONAL PROXIES IF THERE ARE NOT
      SUFFICIENT VOTES TO APPROVE THE
      FOREGOING PROPOSALS.


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                   Management     For           For
      CONTEMPLATED BY THE AGREEMENT 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
      OLDING NERGY 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            Management     For           For
      MEETING, IF NECESSARY OR APPROPRIATE,
      TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
      NOT SUFFICIENT VOTES TO APPROVE THE
      MERGER AND AGREEMENT AND PLAN OF MERGER.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        29

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               Management     For           For
      MERGER, DATED AS OF 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               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 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         Management     For           For
      COMPANY FINANCIAL STATEMENTS OF TYCO
      INTERNATIONAL LTD ("TYCO") AND FINANCIAL
      STATEMENTS FOR YEAR ENDED SEPTEMBER 24,
      2010.
02    TO DISCHARGE THE BOARD OF DIRECTORS FROM         Management     For           For
      LIABILITY FOR THE 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       Management     For           For
      AUDITORS UNTIL THE NEXT ANNUAL GENERAL
      MEETING.
4B    TO RATIFY APPOINTMENT OF DELOITTE &              Management     For           For
      TOUCHE  LLP AS INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM.
4C    TO ELECT PRICEWATERHOUSECOOPERS AG               Management     For           For
      (ZURICH) AS SPECIAL AUDITORS UNTIL THE
      NEXT  ANNUAL GENERAL MEETING.
5A    TO APPROVE THE ALLOCATION OF FISCAL              Management     For           For
      YEAR 2010 RESULTS.
5B    TO APPROVE THE PAYMENT OF AN ORDINARY            Management     For           For
      CASH DIVIDEND IN THE 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               Management     For           For
      ARTICLES OF ASSOCIATION TO RENEW THE
      AMOUNT OF AUTHORIZED SHARE CAPITAL.
07    TO APPROVE THE CANCELLATION OF                   Management     For           For
      REPURCHASED TREASURY SHARES.

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



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        30



                                                                          FOR/AGAINST
ITEM  PROPOSAL                                       TYPE        VOTE     MANAGEMENT
----  ---------------------------------------------  ----------  -------  -----------
                                                              
1J    ELECTION OF DIRECTOR: JOHN C. VAN SCOTER       Management  For      For

2A    TO APPROVE THE 2010 ANNUAL REPORT OF TYCO      Management  For      For
      ELECTRONICS LTD. (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             Management  For      For
      STATEMENTS OF TYCO ELECTRONICS LTD.
      FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
2C    TO APPROVE THE CONSOLIDATED FINANCIAL          Management  For      For
      STATEMENTS OF TYCO ELECTRONICS LTD.
      FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
03    TO RELEASE THE MEMBERS OF THE BOARD OF         Management  For      For
      DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
      ELECTRONICS FOR ACTIVITIES DURING THE
      FISCAL YEAR ENDED SEPTEMBER 24, 2010
4A    TO ELECT DELOITTE & TOUCHE LLP AS TYCO         Management  For      For
      ELECTRONICS' INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011
4B    TO ELECT DELOITTE AG, ZURICH, SWITZERLAND,     Management  For      For
      AS TYCO ELECTRONICS' SWISS REGISTERED
      AUDITOR UNTIL THE NEXT ANNUAL GENERAL
      MEETING OF TYCO ELECTRONICS
4C    TO ELECT PRICEWATERHOUSECOOPERS AG,            Management  For      For
      ZURICH, SWITZERLAND, AS TYCO ELECTRONICS'
      SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
      GENERAL MEETING OF TYCO ELECTRONICS
05    AN ADVISORY VOTE ON EXECUTIVE                  Management  Abstain  Against
      COMPENSATION
06    AN ADVISORY VOTE ON THE FREQUENCY OF           Management  Abstain
      HOLDING AN ADVISORY VOTE 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               Management  For      For
      SHAREHOLDERS IN A SWISS FRANC 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  LECTRONICS'     Management  For      For
      CORPORATE NAME FROM "TYCO ELECTRONICS
      LTD." TO "TE CONNECTIVITY LTD." AND RELATED
      AMENDMENTS TO THE ARTICLES OF ASSOCIATION
09    TO APPROVE THE RENEWAL OF AUTHORIZED           Management  For      For
      CAPITAL AND RELATED AMENDMENT TO THE
      ARTICLES OF ASSOCIATION
10    TO APPROVE A REDUCTION OF SHARE CAPITAL        Management  For      For
      FOR SHARES ACQUIRED UNDER TYCO
      ELECTRONICS' SHARE REPURCHASE PROGRAM
      AND RELATED AMENDMENTS TO THE ARTICLES
      OF ASSOCIATION
11    TO APPROVE AN AUTHORIZATION RELATED            Management  For      For
      TO TYCO ELECTRONICS' SHARE REPURCHASE
      PROGRAM
12    TO APPROVE ANY ADJOURNMENTS OR                 Management  For      For
      POSTPONEMENTS OF THE ANNUAL
      GENERAL MEETING


TYCO ELECTRONICS LTD

SECURITY                H8912P106         MEETING TYPE    Annual
TICKER SYMBOL           TEL               MEETING DATE    09-Mar-2011
ISIN                    CH0102993182      AGENDA          933374910 - 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                                   Management  For      For
      ELECTRONICS LTD. (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                                          Management  For      For
      STATEMENTS OF TYCO ELECTRONICS LTD.
      FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
2C    TO APPROVE THE CONSOLIDATED FINANCIAL                                       Management  For      For
      STATEMENTS OF TYCO ELECTRONICS LTD. FOR
      THE FISCAL YEAR ENDED SEPTEMBER 24, 2010
03    TO RELEASE THE MEMBERS OF THE BOARD OF                                      Management  For      For
      DIRECTORS AND EXECUTIVE OFFICERS OF TYCO
      ELECTRONICS FOR ACTIVITIES DURING THE
      FISCAL YEAR ENDED SEPTEMBER 24, 2010
4A    TO ELECT DELOITTE & TOUCHE LLP AS TYCO                                      Management  For      For
      ELECTRONICS' INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011
4B    TO ELECT DELOITTE AG, ZURICH, SWITZERLAND,                                  Management  For      For
      AS TYCO ELECTRONICS' SWISS REGISTERED
      AUDITOR UNTIL THE NEXT ANNUAL GENERAL
      MEETING OF TYCO ELECTRONICS
4C    TO ELECT PRICEWATERHOUSECOOPERS AG,                                         Management  For      For
      ZURICH, SWITZERLAND, AS TYCO ELECTRONICS'
      SPECIAL AUDITOR UNTIL THE NEXT ANNUAL
      GENERAL MEETING OF TYCO ELECTRONICS
05    AN ADVISORY VOTE ON EXECUTIVE                                               Management  Abstain  Against
      COMPENSATION



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        31



                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                               TYPE        VOTE     MANAGEMENT
----  -----------------------------------------------------  ----------  -------  -----------
                                                                      
06    AN ADVISORY VOTE ON THE FREQUENCY OF                   Management  Abstain
      HOLDING AN ADVISORY VOTE 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                       Management  For      For
      SHAREHOLDERS IN A SWISS FRANC 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 LECTRONICS'              Management  For      For
      CORPORATE NAME FROM "TYCO ELECTRONICS
      LTD." TO "TE CONNECTIVITY LTD." AND RELATED
      AMENDMENTS TO THE ARTICLES OF ASSOCIATION
09    TO APPROVE THE RENEWAL OF AUTHORIZED                   Management  For      For
      CAPITAL AND RELATED AMENDMENT TO THE
      ARTICLES OF ASSOCIATION
10    TO APPROVE A REDUCTION OF SHARE CAPITAL                Management  For      For
      FOR SHARES ACQUIRED UNDER TYCO
      ELECTRONICS' SHARE REPURCHASE PROGRAM
      AND RELATED AMENDMENTS TO THE ARTICLES OF
      ASSOCIATION
11    TO APPROVE AN AUTHORIZATION RELATED TO TYCO
      ELECTRONICS' SHARE REPURCHASE PROGRAM                  Management  For      For
12    TO APPROVE ANY ADJOURNMENTS OR                         Management  For      For
      POSTPONEMENTS OF THE ANNUAL GENERAL
      MEETING


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  Management            Abstain  Against
      COMPENSATION AS DISCLOSED IN THESE
      MATERIALS.
3     TO CONSIDER AN ADVISORY VOTE ON WHETHER    Management            Abstain  Against
      AN ADVISORY VOTE ON EXECUTIVE
      COMPENSATION SHOULD BE HELD EVERY ONE,
      TWO OR THREE  YEARS
4     TO RATIFY THE THE SELECTION OF             Management            For      For
      PRICEWATERHOUSECOOPERS LLP AS OUR
      INDEPENDENT REGISTERED ACCOUNTANTS FOR
      OUR 2011 FISCAL YEAR


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     Management           For      For
      LLP AS OUR REGISTERED PUBLIC ACCOUNTING
      FIRM
03    ADVISORY VOTE TO APPROVE COMPENSATION OF  Management           Abstain  Against
      EXECUTIVES
04    ADVISORY VOTE ON FREQUENCY OF VOTE TO     Management           Abstain  Against
      APPROVE COMPENSATION OF EXECUTIVES


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.               Management  For      For
1E    COUGHLIN 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               Management  For      For
      AUTHORIZE THE AUDIT COMMITTEE TO SET THE
      AUDITORS' REMUNERATION.
03    EFFECT A ONE-FOR-ONE HUNDRED REVERSE               Management  For      For
      SPLIT FOLLOWED BY A ONE HUNDRED-FOR-ONE
      FORWARD SPLIT OF THE COMPANY'S ORDINARY
      SHARES.
04    AN ADVISORY VOTE TO APPROVE EXECUTIVE              Management  Abstain  Against
      COMPENSATION.
05    AN ADVISORY VOTE ON THE FREQUENCY OF               Management  Abstain  Against
      EXECUTIVE COMPENSATION VOTES.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        32

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     Management               Abstain  Against
      RESOLUTION APPROVING 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  Management               Abstain  Against
      FREQUENCY OF THE STOCKHOLDER VOTE ON THE
      COMPENSATION OF VIACOM INC.'S NAMED
      EXECUTIVEOFFICERS.
04    THE RATIFICATION OF THE APPOINTMENT OF       Management               For      For
      PRICEWATERHOUSECOOPERS 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 &  Management           For      For
      YOUNG LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
      FISCAL YEAR ENDING NOVEMBER 30, 2011
3     APPROVAL OF THE COMPENSATION OF THE         Management           Abstain  Against
      COMPANY'S EXECUTIVE OFFICERS

4     FREQUENCY OF ADVISORY VOTES ON EXECUTIVE    Management           Abstain  Against
      COMPENSATION


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 VIMPELCOM LTD., ISSUANCE BY                                Management  For   For
      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                            Management  For   For
      VIMPELCOM LTD. TO 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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        33

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)     Management  For   For
      OF BYE- LAWS OF 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         Management  For   For
      VIMPELCOM LTD. TO 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


SAMSUNG ELECTRS LTD

SECURITY                796050888       MEETING TYPE    Annual General Meeting
TICKER SYMBOL           05930.KS        MEETING DATE    18-Mar-2011
ISIN                    US7960508882    AGENDA          702812214 - Management



                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                                  TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------  ----------  ----  -----------
                                                                      
CMMT  PLEASE NOTE THAT SHAREHOLDERS ARE                         Non-Voting
      ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY
      FOR RESOLUTIONS "1 AND 2". THANK YOU.
1     Approval of Balance Sheet, Income Statement, and          Management  For   For
      Statement of Appropriation of Retained Earnings (Draft)
      for the 42nd Fiscal Year (from January 1, 2010 to
      December 31, 2010). Cash Dividends (Excluding interim
      dividends) Dividend per share: KRW 5,000 (Common)
      KRW 5,050 (Preferred)
2     Approval of the Compensation Ceiling for the Directors.   Management  For   For
      Proposed remuneration ceiling for the 43rd fiscal year:
      KRW 37 billion. Remuneration ceiling approved in the
      42nd fiscal year: KRW 52 billion


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   Management        Abstain  Against
      ON THE APPROVAL OF EXECUTIVE
      COMPENSATION.
03    SAY WHEN ON PAY - AN ADVISORY NON-BINDING   Management        Abstain  Against
      VOTE ON THE APPROVAL OF THE FREQUENCY OF
      SHAREHOLDER VOTES ON EXECUTIVE
      COMPENSATION.
04    RATIFICATION OF THE APPOINTMENT OF          Management        For      For
      PRICEWATERHOUSECOOPERS LLP AS THE
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      NOVEMBER 26, 2011.


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       Management  Against  Against
      MERGER, DATED AS OF 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).


JUPITER TELECOMMUNICATIONS CO.,LTD.

SECURITY              J28710101        MEETING TYPE     Annual General Meeting
TICKER SYMBOL         JUPIY.PK         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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        34

CHEMRING GROUP PLC

SECURITY              G20860105        MEETING TYPE    Annual General Meeting
TICKER SYMBOL                          MEETING DATE    24-Mar-2011
ISIN                  GB0001904621     AGENDA          702797082 - Management



                                                                                               FOR/AGAINST
ITEM  PROPOSAL                                                               TYPE        VOTE  MANAGEMENT
----  ---------------------------------------------------------------------  ----------  ----  -----------
                                                                                   
1     To receive and adopt the financial statements and reports of the       Management  For   For
      directors and auditors for the year ended 31 October 2010

2     To approve the Directors' Remuneration Report for the year             Management  For   For
      ended 31 October 2010

3     To approve the payment of a final dividend of 42 pence per             Management  For   For
      ordinary share for the year ended 31 October 2010

4     To re-appoint Mr P C F Hickson who retires under the provisions        Management  For   For
      of Article 87.1 of the Company's Articles of Association

5     To re-elect Dr D J Price as a director                                 Management  For   For

6     To re-elect Mr P A Rayner as a director                                Management  For   For

7     To re-elect Mr D R Evans as a director                                 Management  For   For

8     To re-elect The Rt Hon Lord Freeman as a director                      Management  For   For

9     To re-elect Mr I F R Much as a director                                Management  For   For

10    To re-elect Air Marshal Sir Peter Norriss as a director                Management  For   For

11    To re-appoint Deloitte LLP as auditors and to authorise the            Management  For   For
      directors to fix their remuneration
12    To authorise the directors to allot relevant securities under section  Management  For   For
      551 of the Companies Act 2006
13    That each of the ordinary shares of 5 pence in the capital of the      Management  For   For
      Company be subdivided into ordinary shares of 1 pence each
      subject to the restrictions set out in the Articles of Association of
      the Company
14    To empower the directors to allot equity securities under section      Management  For   For
      570 of the Companies Act 2006
15    To authorise the Company to make market purchases of its               Management  For   For
      ordinary shares under section 701 of the Companies Act 2006
16    To authorise the Company to hold general meetings on fourteen          Management  For   For
      clear days' notice
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO                             Non-Voting
      MODIFICATION TO RESOLUTION 11. 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.


GIVAUDAN SA, VERNIER

SECURITY               H3238Q102        MEETING TYPE     Annual General Meeting
TICKER SYMBOL          GIN.MU           MEETING DATE     24-Mar-2011
ISIN                   CH0010645932     AGENDA           702821629 - Management



                                                                                                    FOR/AGAINST
ITEM  PROPOSAL                                                               TYPE        VOTE       MANAGEMENT
----  ---------------------------------------------------------------------  ----------  ---------  -----------
                                                                                        
CMMT  PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING                       Non-Voting
      ID 794096 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
      RECEIVED ON THE PREVIOUS MEETING WILL BE
      DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
      THIS MEETING NOTICE. THANK YOU.
CMMT  BLOCKING OF REGISTERED SHARES IS NOT A LEGAL                           Non-Voting
      REQUIREMENT IN 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                    Non-Voting
      NOTICE SENT UNDER MEETING-750851, 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     Approval of the annual report, including the annual financial          Management  No Action
      statements, the compensation report and the consolidated
      financial statements 2010

2     Consultative vote on the compensation. Policy as set out in the        Management  No Action
      compensation report

3     Ratification of the actions of the board of directors (decharge)       Management  No Action

4     Appropriation of available earnings and distribution out of reserves   Management  No Action
      for additional paid-in capital

5.1   Amendment of the articles of incorporation: Article 13 para 1          Management  No Action

5.2   Amendment of the articles of incorporation: Article 13 para 2          Management  No Action

6.1   New election of Lilian Fossum Biner of the board of directors          Management  No Action

6.2   Re-election of Prof. Henner Schierenbeck of the board of directors     Management  No Action

6.3   Re-election of Dr. Nabil Sakkab of the board of directors              Management  No Action

7     Election of the statutory auditors: Deloitte SA                        Management  No Action




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        35

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



                                                                           FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE  MANAGEMENT
----  -------------------------------------------------  ----------  ----  -----------
                                                               
01    REPORT OF CHIEF EXECUTIVE OFFICER, OPINION OF      Management  For   For
      BOARD REGARDING 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       Management  For   For
      OBLIGATIONS.
03    APPLICATION OF RESULTS FOR THE 2010 FISCAL YEAR,   Management  For   For
      INCLUDING THE 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     Management  For   For
      BE USED FOR SHARE REPURCHASE PROGRAM, AMOUNT
      OF $3,000,000,000.00 MEXICAN PESOS.
05    ELECTION OF MEMBERS AND SECRETARIES OF THE         Management  For   For
      BOARD, 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 &    Management  For   For
      PLANNING, II) AUDIT, III) CORPORATE PRACTICES;
      APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN AND
      RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
07    APPOINTMENT OF DELEGATES FOR THE EXECUTION AND     Management  For   For
      FORMALIZATION OF THE MEETING'S RESOLUTION.
08    READING AND, IF APPLICABLE, APPROVAL OF THE        Management  For   For
      MINUTES.


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                     Non-Voting
      ID 795232 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                  Non-Voting
      NOTICE 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                         Non-Voting
      REQUIREMENT IN 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 for     Management  No Action
      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 contributions   Management  No Action
      to free reserves in the amount of CHF 43'324'585.50
3.2   The Board proposes to carry forward the available earnings 2010      Management  No Action
      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 the     Management  No Action
      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. Daniela      Management  No Action
      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. 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 Eriksson     Management  No Action
      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 for   Management  No Action
      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 Lilja for  Management  No Action
      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 for    Management  No Action
      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 for   Management  No Action
      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
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        36

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                  Management    For      For
      AMENDED AND RESTATED 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         Management    Abstain  Against
      COMPENSATION OF GENCORP'S NAMED EXECUTIVE
      OFFICERS.
04    TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY AT         Management    Abstain  Against
      WHICH GENCORP SHOULD INCLUDE AN ADVISORY VOTE
      REGARDING THE COMPENSATION OF GENCORP'S NAMED
      EXECUTIVE OFFICERS.
05    RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT       Management    For      For
      OF PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
      THE COMPANY.


LVMH MOET HENNESSY LOUIS VUITTON, PARIS

SECURITY         F58485115       MEETING TYPE    MIX
TICKER SYMBOL    MC.PA           MEETING DATE    31-Mar-2011
ISIN             FR0000121014    AGENDA          702803645 - Management



                                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE         VOTE     MANAGEMENT
----  --------------------------------------------------------------------  -----------  -------  -----------
                                                                                      
CMMT  PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY                        Non-Voting
      VALID 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
CMMT  PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                         Non-Voting
      INFORMATION IS AVAILABLE BY-CLICKING ON THE
      MATERIAL URL LINK:-https://balo.journal-
      officiel.gouv.fr/pdf/2011/0223/201102231100367.pdf AND ht-
      tps://balo.journal-
      officiel.gouv.fr/pdf/2011/0311/201103111100605.pdf

O.1   Approval of the corporate financial statements                        Management   For      For

O.2   Approval of the consolidated financial statements                     Management   For      For

O.3   Approval of the regulated Agreements                                  Management   For      For

O.4   Allocation of income - setting the dividend                           Management   For      For

O.5   Appointment of Mrs. Delphine Arnault as Board member                  Management   For      For

O.6   Appointment of Mr. Nicolas Bazire as Board member                     Management   For      For

O.7   Appointment of Mr. Antonio Belloni as Board member                    Management   For      For

O.8   Appointment of Mr. Charles de Croisset as Board member                Management   For      For

O.9   Appointment of Mr. Diego Della Valle as Board member                  Management   For      For

O.10  Appointment of Mr. Pierre Gode as Board member                        Management   For      For

O.11  Appointment of Mr. Gilles Hennessy as Board member                    Management   For      For

O.12  Appointment of Mrs. Marie-Josee Kravis as Board member                Management   For      For

O.13  Appointment of Mr. Patrick Houel as Board member                      Management   For      For

O.14  Authorization to be granted to the Board of Directors to trade the    Management   For      For
      Company's shares
O.15  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase capital by incorporation of profits, reserves, premiums or
      otherwise
E.16  Authorization to be granted to the Board of Directors to reduce the   Management   For      For
      share capital by cancellation of shares
E.17  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase the share capital with preferential subscription rights
E.18  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase the share capital without preferential subscription rights
      by way of a public offer
E.19  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase the share capital without preferential subscription rights
      through private investment in favor of qualified investors or a
      limited circle of investors
E.20  Authorization to be granted to the Board of Directors to set the      Management   For      For
      issue price of shares and/or securities giving access to the capital
      under certain conditions, within the limit of 10% of the capital per
      year, as part of a share capital increase by way of issuance
      without preferential subscription rights




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        37



                                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE         VOTE     MANAGEMENT
----  --------------------------------------------------------------------  -----------  -------  -----------
                                                                                      
E.21  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase the amount of issuances in the event of surplus demands
E.22  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase capital as part of a public exchange offer
E.23  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase capital, in consideration for in-kind contributions
E.24  Delegation of authority to be granted to the Board of Directors to    Management   For      For
      increase capital in favor of Group employees
E.25  Setting an overall limit for capital increases decided under the      Management   For      For
      delegations of authority
E.26  Authorization to be granted to the Board of Directors to award free   Management   For      For
      shares to employees and officers of the Group
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO                            Non-Voting
      MODIFICATION IN URL LINK AND RECEIP-T OF ADDITIONAL
      URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
      PLEASE DO NO-T RETURN THIS PROXY FORM UNLESS YOU
      DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS-.
      THANK YOU.


CHRISTIAN DIOR SA, PARIS

SECURITY                F26334106        MEETING TYPE    MIX
TICKER SYMBOL           CDI.PA           MEETING DATE    31-Mar-2011
ISIN                    FR0000130403     AGENDA          702805219 - Management



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
CMMT  PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY                        Non-Voting
      VALID 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
CMMT  PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                         Non-Voting
      INFORMATION IS AVAILABLE BY-CLICKING ON THE
      MATERIAL URL LINK:-https://balo.journal-
      officiel.gouv.fr/pdf/2011/0223/201102231100414.pdf AND ht-
      tps://balo.journal-
      officiel.gouv.fr/pdf/2011/0311/201103111100689.pdf

O.1   Approval of the corporate financial statements                        Management  For   For

O.2   Approval of the consolidated financial statements                     Management  For   For

O.3   Approval of the regulated Agreements                                  Management  For   For

O.4   Allocation of income - Setting the dividend                           Management  For   For

O.5   Appointment of Mr. Bernard Arnault as Board member                    Management  For   For

O.6   Appointment of Mr. Sidney Toledano as Board member                    Management  For   For

O.7   Appointment of Mr. Pierre node as Board member                        Management  For   For

O.8   Authorization to be granted to the Board of Directors to trade the    Management  For   For
      Company's shares

O.9   Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase capital by incorporation of profits, reserves, premiums or
      otherwise
E.10  Authorization to be granted to the Board of Directors to reduce the   Management  For   For
      share capital by cancellation of shares
E.11  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase the share capital with preferential subscription rights
E.12  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase the share capital without preferential subscription rights
      by way of a public offer
E.13  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase the share capital without preferential subscription rights
      through private investment in favor of qualified investors or a
      limited circle of investors
E.14  Authorization to be granted to the Board of Directors to set the      Management  For   For
      issue price of shares and/or securities giving access to the capital
      under certain conditions, within the limit of 10% of the capital per
      year, as part of a share capital increase by way of issuance
      without preferential subscription rights
E.15  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase the amount of issuances in the event of surplus demands
E.16  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase capital as part of a public exchange offer
E.17  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase capital, in consideration for in-kind contributions
E.18  Delegation of authority to be granted to the Board of Directors to    Management  For   For
      increase capital in favor of Group employees
E.19  Setting an overall limit for capital increases decided under the      Management  For   For
      delegations of authority
E.20  Authorization to be granted to the Board of Directors to award free   Management  For   For
      shares to employees and officers of the Group
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION                   Non-Voting
      OF URL LINK. IF YOU HAVE A-LREADY SENT IN YOUR
      VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
      UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL
      INSTRUCTIONS. THANK YOU.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        38

VIVO PARTICIPACOES S A

SECURITY              P9810G108        MEETING TYPE    Annual General Meeting
TICKER SYMBOL         VIV              MEETING DATE    31-Mar-2011
ISIN                  BRVIVOACNOR1     AGENDA          702813759 - Management



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
CMMT  IMPORTANT MARKET PROCESSING REQUIREMENT: A                            Non-Voting
      BENEFICIAL OWNER 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
I     To receive the administrators accounts, to examine, discuss and       Management  For   For
      vote on the administrations report, the financial statements and
      the accounting statements accompanied by the independent
      auditors report regarding the fiscal year ending on december 31,
      2010
II    To consider the proposal for the capital budget for the year 2011     Management  For   For
III   To decide on the allocation of the net profits from the fiscal year   Management  For   For
      2010
IV    To elect the members of the finance committee                         Management  For   For
CMMT  PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN                    Non-Voting
      THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY
      VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR
      ABSTAIN ARE A-LLOWED. THANK YOU.
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION                   Non-Voting
      OF COMMENT. IF YOU HAVE AL-READY SENT IN YOUR
      VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
      UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL
      INSTRUCTIONS. THANK YOU.
CMMT  PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE                       Non-Voting
      TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE
      CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE
      ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S
      NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR
      AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK
      YOU.


VIVO PARTICIPACOES S A

SECURITY          P9810G108        MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL                      MEETING DATE    31-Mar-2011
ISIN              BRVIVOACNOR1     AGENDA          702815652 - Management



                                                                                          FOR/AGAINST
ITEM  PROPOSAL                                                          TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------  ----------  ----  -----------
                                                                              
CMMT  IMPORTANT MARKET PROCESSING REQUIREMENT: A                        Non-Voting
      BENEFICIAL OWNER 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 VOTES 'IN FAVOR' AND 'AGAINST' IN                Non-Voting
      THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
      IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
      ARE ALLOWED. THANK YOU
1     To set the global remuneration of the company directors and the   Management  For   For
      individual remuneration of the finance committee


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    Management  For   For
      OF THE COMPANY'S BYLAWS, BY EXCLUDING THE WORD
      "UP TO", AND ESTABLISHING THE NUMBER OF DIRECTORS.
02    MERGER OF COMPANHIA MEXILHAO DO BRASIL TO           Management  For   For
      PETROBRAS.


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     Management      Abstain  Against
      EXECUTIVE COMPENSATION.
04    TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP  Management      For      For
      AS AUDITORS OF THE COMPANY FOR 2011.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        39

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            Management           Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSAITION.


SVENSKA CELLULOSA SCA AB, STOCKHOLM

SECURITY                 W90152120      MEETING TYPE   Annual General Meeting
TICKER SYMBOL            SVA.SG         MEETING DATE   07-Apr-2011
ISIN                     SE0000112724   AGENDA         702831478 - Management



                                                                                               FOR/AGAINST
ITEM  PROPOSAL                                                               TYPE        VOTE  MANAGEMENT
----  ---------------------------------------------------------------------  ----------  ----  -----------
                                                                                   
CMMT  IMPORTANT MARKET PROCESSING REQUIREMENT: A                             Non-Voting
      BENEFICIAL OWNER 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                          Non-Voting
      OWNER 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                      Non-Voting
      ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
1     Opening of the meeting and election of chairman of the meeting.        Non-Voting
      The-nomination committee proposes Sven Unger, attorney at law,
      as chairman of the-annual general meeting
2     Preparation and approval of the voting list                            Non-Voting
3     Election of two persons to check 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 auditor's report and the-    Non-Voting
      consolidated financial statements and the auditor's report on the-
      consolidated financial statements
7     Speeches by the chairman of the board of directors and the             Non-Voting
      president
8.a   Resolution on adoption of the income statement and balance             Management  For   For
      sheet,and of the consolidated income statement and the
      consolidated balance sheet
8.b   Resolution on appropriations of the company's earnings under           Management  For   For
      theadopted balance sheet and record date for dividend. The board
      of directors proposes a dividend of SEK 4.00 per share and that
      the record date for the dividend be Tuesday, 12 April 2011.
      Payment through Euroclear Sweden AB is estimated to be made
      on Friday, 15 April 2011
8.c   Resolution on discharge from personal liability of the directors and   Management  For   For
      the president
9     Resolution on the number of directors and deputy directors. The        Management  For   For
      nomination committee proposes the following:  The number of
      directors shall be eight with no deputy directors
10    Resolution on the remuneration to be paid to theboard of directors     Management  For   For
      and the auditors. The remuneration to each director elected by the
      meeting and who is not employed by the company shall be SEK
      500,000 and the chairman of the board of directors is to receive
      SEK 1,500,000. Members of the remuneration committee are
      each to receive additional remuneration of SEK 100,000 and
      members of the audit committee are each to receive additional
      remuneration of SEK 125,000. The chairman of the audit
      committee is to receive additional remuneration of SEK 150,000.
      Remuneration to the auditor is to be paid according to approved
      invoice
11    Election of directors, deputy directors and chairmanof the board of    Management  For   For
      directors.  Re-election of the directors Par Boman, Rolf Borjesson,
      Soren Gyll, Jan Johansson, Leif Johansson, Sverker Martin-Lof,
      Anders Nyren and Barbara Milian Thoralfsson, whereby Sverker
      Martin-Lof is proposed to be elected as chairman of the board of
      directors
12    Resolution on the nomination committee for theAnnual general           Management  For   For
      meeting 2012
13    Resolution on guidelines for remuneration for the Senior               Management  For   For
      management
14    Resolution on amendments of the articles of association                Management  For   For
15    Closing of the meeting                                                 Non-Voting




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        40

TELECOM ITALIA SPA, MILANO

SECURITY                T92778108        MEETING TYPE    MIX
TICKER SYMBOL                            MEETING DATE    09-Apr-2011
ISIN                    IT0003497168     AGENDA          702852826 - Management



                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                             TYPE         VOTE     MANAGEMENT
-----  -------------------------------------------------------------------  -----------  -------  -----------
                                                                                      
CMMT   PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                        Non-Voting
       REACH QUORUM, THERE WILL BE A SE-COND CALL ON 11
       APR 2011 (AND A THIRD CALL ON 12 APR 2011).
       CONSEQUENTLY, YOUR-VOTING INSTRUCTIONS WILL
       REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
       AMEN-DED. THANK YOU.
cmmt   PLEASE NOTE THAT THE SHAREHOLDERS WHO                                Non-Voting
       INDIVIDUALLY OR JOINTLY, REPRESENT AT LE-AST 2.5 PCT
       OF THE CORPORATE CAPITAL, ARE ENTITLED TO REQUEST
       BY 10 MARCH 2011-, THE INTEGRATION TO THE ITEMS TO
       BE DISCUSSED BY QUOTING IN THEIR REQUEST THE-
       ADDITIONAL PROPOSED SUBJECTS. THE INTEGRATION IS
       NOT PERMITTED WITH REGARD TO-SUBJECTS ON WHICH
       THE SHAREHOLDERS MEETING DELIBERATES AS PER LAW
       ON PROPOSAL-OF THE BOARD OF DIRECTORS OR ON THE
       BASIS OF A PROJECT OR REPORT ARRANGED BY-THEM
       [DIFFERENT FROM THOSE OF ART. 125 TER, COMMA I, OF
       D.LGS N 58 1998 OF TUF-]. SHAREHOLDERS HOLDING
       INDIVIDUALLY OR JOINTLY AT LEAST 1 PCT OF THE SHARE
       CA-PITAL WITH VOTING RIGHT ARE ENTITLED TO SUBMIT
       SLATES. SUBMITTED SLATES MUST B-E DEPOSITED,
       ALONG WITH THE REQUIRED DOCUMENTATION, AT THE
       COMPANY'S REGISTERE-D OFFICE BY 15 MARCH 2011.
       THANK YOU.
a.1    Financial statement as of 31 December 2010. Related and              Management   For      For
       consequential resolutions
       PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO                      Non-Voting
       BE ELECTED, THERE IS ONLY 1 VA-CANCY AVAILABLE TO
       BE FILLED AT THE MEETING. THE STANDING
       INSTRUCTIONS FOR THI-S MEETING WILL BE DISABLED
       AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE ON
       ONL-Y 1 OF THE 3 SLATES. THANK YOU
a.2.1  Appointment of the board of directors: List presented by Telco       Shareholder  Against  For
       S.p.A, holding 22.40% of company stock capital: 1. Mr. Cesar
       Alierta Izuel, 2. Mr. Tarak Ben Ammar, 3. Mr. Franco Bernabe, 4.
       Mr. Elio Cosimo Catania, 5. Mr. Jean Paul Fitoussi, 6. Mr.
       Gabriele Galateri di Genola, 7. Mr. Julio Linares Lopez, 8. Mr.
       Gaetano Micciche, 9. Mr. Aldo Minucci, 10. Mr. Renato Pagliaro,
       11. Mr. Marco Patauno, 12. Mr. Mauro Sentinelli, 13. Mr.
       Francesco Coatti, 14. Mr. Filippo Bruno and 15. Mr. Oliviero
       Edoardo Pessi
a.2.2  Appointment of the board of directors: List presented by Findim      Shareholder
       Group S.p.A. currently holding 4.90% of company stock capital: 1.
       Mr. Gianemilio Osculati, 2.Mr. Paolo Carlo Renato Dal Pino and
       3.Mr. Carlos Manuel De Lucena e Vasconcelos Cruz
a.2.3  Appointment of the board of directors: List presented by a group of  Shareholder
       S.G.R. and some Foreign Institutional Investors: 1. Mr. Luigi
       Zingales, 2.Mr. Ferdinando Falco Beccalli and 3.Mr. Francesco
       Profumo
a.3    Updating of the economic status of the auditing for the period       Management   For      For
       2011 2018. Related and consequential resolutions
a.4    Authorisation to purchase and dispose own shares                     Management   For      For
a.5    Long term incentive plan 2011. Related and consequential             Management   For      For
       resolutions
a.6    Amendments of the meeting regulations. Related and                   Management   For      For
       consequential resolutions
e.1    Amendments of art 15, 18 and 19 of company's corporate bylaws.       Management   For      For
       Related and consequential resolutions
e.2    Granting authority to increase the corporate capital versus          Management   For      For
       payment and free of payment for a maximum of EUR 15,500,000
       in relation to the long term incentive plan 2011. Related and
       consequential resolutions


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)    Management   Abstain  Against
      RESOLUTION RELATING TO 2010 EXECUTIVE
      COMPENSATION.
03    PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE   Management   Abstain  Against
      FREQUENCY OF STOCKHOLDER ADVISORY VOTE ON
      EXECUTIVE COMPENSATION.
04    PROPOSAL TO APPROVE AMENDED AND RESTATED LONG-    Management   Against  Against
      TERM INCENTIVE PLAN.
05    PROPOSAL TO APPROVE AMENDED AND RESTATED          Management   For      For
      EXECUTIVE INCENTIVE COMPENSATION PLAN.
06    RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS    Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
07    STOCKHOLDER PROPOSAL WITH RESPECT TO              Shareholder  Against  For
      CUMULATIVE VOTING.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        41

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                           Non-Voting
      BENEFICIAL OWNER 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                   Non-Voting
      BOARD 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                      Non-Voting
      DENMARK 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                         Non-Voting
      VOTE 'IN FAVOR' 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 as    Management  For   For
      an auditor

6.a   Amendment to Article 8.2 of the Articles of Association regarding    Management  For   For
      the agenda for annual general meetings

6.b   Approval of remuneration to the Board of Directors for the current   Management  For   For
      year

6.c   Amendment to Article 11.11 of the Articles of Association based      Management  For   For
      on the proposal in agenda item 6a

6.d   Renewal of the authority to increase the capital, cf. Articles 6.1   Management  For   For
      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


RANK GROUP FIN PLC

SECURITY             G7377H121        MEETING TYPE    Annual General Meeting
TICKER SYMBOL                         MEETING DATE    14-Apr-2011
ISIN                 GB00B1L5QH97     AGENDA          702843144 - Management



                                                                                            FOR/AGAINST
ITEM  PROPOSAL                                                            TYPE        VOTE  MANAGEMENT
----  ------------------------------------------------------------------  ----------  ----  -----------
                                                                                
1     To receive the directors' report and the audited financial          Management  For   For
      statements for the year ended 31 December 2010
2     To approve the directors' remuneration report for the year ended    Management  For   For
      31 December 2010
3     To declare a final dividend                                         Management  For   For
4     To re-appoint Paddy Gallagher as a director                         Management  For   For
5     To re-appoint Owen O'Donnell as a director                          Management  For   For
6     To re-appoint John Warren (the chairman of the audit committee)     Management  For   For
      as a director
7     To re-appoint Richard Greenhalgh (the senior independent            Management  For   For
      director and the chairman of the remuneration committee) as a
      director
8     To re-appoint Ernst & Young LLP as auditors to hold office until    Management  For   For
      the conclusion of the next general meeting at which accounts are
      laid before the Company
9     To authorise the audit committee to agree the remuneration of the   Management  For   For
      auditors
10    To authorise political donations and political expenditure          Management  For   For
11    To authorise the calling of general meetings on 14 clear days'      Management  For   For
      notice
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                  Non-Voting
      OF AUDITOR NAME IN RESOLUTI-ON 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
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        42

NESTLE S A

SECURITY          H57312649        MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      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                      Non-Voting
       ID 799253 DUE 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                          Non-Voting
       REQUIREMENT IN 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                   Non-Voting
       NOTICE 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 Nestle     Management  No Action
       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 Nestle   Management  No Action
       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 term       Management  No Action
       of three years)
4.3    Re-election of the statutory auditors: KPMG S.A., Geneva branch       Management  No Action
       (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


SULZER AG, WINTERTHUR

SECURITY                H83580284        MEETING TYPE    Annual General Meeting
TICKER SYMBOL                            MEETING DATE    14-Apr-2011
ISIN                   CH0038388911      AGENDA          702853311 - Management



                                                                                                    FOR/AGAINST
ITEM   PROPOSAL                                                              TYPE        VOTE       MANAGEMENT
-----  --------------------------------------------------------------------  ----------  ---------  -----------
                                                                                        
CMMT   BLOCKING OF REGISTERED SHARES IS NOT A LEGAL                          Non-Voting
       REQUIREMENT IN 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                   Non-Voting
       NOTICE SENT UNDER MEETING-756228, 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    The Board of Directors proposes that the annual report, the           Management  No Action
       annual accounts and the consolidated financial statements 2010
       be approved
1.2    The Board of Directors proposes to approve the compensation           Management  No Action
       report 2010 according to pages 56 - 62 of the annual report (non-
       binding advisory vote)
2      The Board of Directors proposes to distribute the net profit of CHF   Management  No Action
       420,404,404, comprising the net profits for the year 2010 of CHF
       413,900,000 and retained profits of CHF 6,504,404, as follows: -
       Dividend payment CHF 102,787,110. Allocation to free reserves
       CHF 310,000,000. Carried forward to new account CHF
       7,617,294. If this proposal is approved, the gross dividend (before
       deduction of the Swiss withholding tax of 35%) will amount to CHF
       3.- per share. Dividends will be paid out on April 21, 2011. Any
       shares held by Sulzer Ltd and its subsidiaries on the dividend
       payment date shall not be eligible to dividends
3      The Board of Directors proposes that discharge be granted to its      Management  No Action
       members and the Corporate Executive Management for the
       business year 2010
4.1.1  Re-election of Mr. Luciano Respini as a Board of Director for a       Management  No Action
       further one-year term of office
4.1.2  Re-election of Mr. Klaus Sturany as a Board of Director for a         Management  No Action
       further one-year term of office
4.1.3  Re-election of Mr. Timothy D. Summers as a Board of Director for      Management  No Action
       a further one-year term of office
4.2    The Board of Directors proposes to elect Mrs. Jill Lee for a one-     Management  No Action
       year term as a new member to the Board
5      The Board of Directors proposes to re-elect                           Management  No Action
       PricewaterhouseCoopers Ltd for a one year term as auditors for
       the designated legal duties



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        43

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     Management           Abstain  Against
      AN 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.


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  Management  Abstain  Against
      COMPENSATION PAID BY THE COMPANY TO ITS NAMED
      EXECUTIVE OFFICERS.
03    RECOMMEND, BY NON-BINDING ADVISORY VOTE,         Management  Abstain  Against
      FREQUENCY OF VOTING BY HOLDERS ON COMPENSATION
      PAID BY COMPANY TO EXECUTIVE OFFICERS.
04    RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS   Management  For      For
      OUR INDEPENDENT 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



ITEM  PROPOSAL                                           TYPE        VOTE  FOR/AGAINST
                                                                           MANAGEMENT
----  -------------------------------------------------  ----------  ----  -----------
                                                               
01    TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND        Management  For   For
      ACCOUNTS.

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     Management  For   For
      AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION.
S17   SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR  Management  For   For
      THE PURCHASE OF ITS OWN SHARES BY THE COMPANY.
18    TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A  Management  For   For
      SPECIFIED AMOUNT.
S19   SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A   Management  For   For
      LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-
      EMPTION RIGHTS.
S20   SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF    Management  For   For
      GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
      MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS.
21    TO GIVE LIMITED AUTHORITY TO MAKE POLITICAL        Management  For   For
      DONATIONS AND INCUR POLITICAL EXPENDITURE.
22    TO APPROVE THE RENEWAL OF THE BP SHAREMATCH        Management  For   For
      PLAN.
23    TO APPROVE THE RENEWAL OF THE BP SHARESAVE UK      Management  For   For
      PLAN.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        44

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                       Non-Voting
      ID: 802387 AS 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 of       Management  For   For
      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 the       Management  For   For
      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 of       Management  For   For
      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                         Non-Voting
      ID: 802387 AS 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 board        Management  For   For
      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 of         Management  For   For
      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 of         Management  For   For
      the allocation of results for the fiscal year that ended on December
                                                                     31, 2010
  IV  Presentation, discussion and, if deemed appropriate, approval of         Management  For   For
      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
  VI  Designation or, if deemed appropriate, ratification of the               Management  For   For
      appointments of the chairpersons and members of the audit and
      corporate practices committees of the Company, as well as the
      determination of their compensation
 VII  Presentation and, if deemed appropriate, approval of the report          Management  For   For
      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                        Non-Voting
      IN 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-.


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.    Management  For      For
      ESKEW
  1B  ELECTION OF DIRECTOR FOR THREE-YEAR TERM: A.G.    Management  For      For
      GILMAN
  1C  ELECTION OF DIRECTOR FOR THREE-YEAR TERM: K.N.    Management  For      For
      HORN
  1D  ELECTION OF DIRECTOR FOR THREE-YEAR TERM: J.C.    Management  For      For
      LECHLEITER
  02  RATIFICATION OF THE APPOINTMENT BY THE AUDIT      Management  For      For
      COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST &
      YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITOR FOR
      2011.
  03  APPROVE, BY NON-BINDING VOTE, 2010 COMPENSATION   Management  Abstain  Against
      PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        45



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------  ----------  -------  -----------
                                                                 
  04  RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF  Management  Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.
  05  APPROVE AMENDMENTS TO THE ARTICLES OF             Management  For      For
      INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF
      ALL DIRECTORS.
  06  APPROVE AMENDMENTS TO THE ARTICLES OF             Management  For      For
      INCORPORATION TO 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      Management  Abstain  Against
      ON EXECUTIVE COMPENSATION.
  04  RE-APPROVAL OF THE MATERIAL TERMS OF                Management  For      For
      PERFORMANCE GOALS FOR QUALIFIED PERFORMANCE-
      BASED AWARDS UNDER THE GENUINE PARTS COMPANY
      2006 LONG-TERM INCENTIVE PLAN.
  05  RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP  Management  For      For
      AS THE 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  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


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        Non-Voting
      REQUIREMENT IN 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     Registration  No Action
      BE NOTIFIED 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



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        46

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                            Non-Voting
      REQUIREMENT IN 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                     Non-Voting
      NOTICE 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 parent      Management  No Action
      company's as well as the consolidated financial statements for the
      year 2010 be approved
   2  The Board of Directors proposes the following: (a) to allocate the      Management  No Action
      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 of        Management  No Action
      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 be          Management  No Action
      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 re-         Management  No Action
      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 re-       Management  No Action
      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 2386,     Management  For   For
      paragraph 1, of the Italian civil code. Appointment of a director



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        47

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 &      Management   For      For
      TOUCHE LLP AS SPECTRA ENERGY CORP'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
      2011.
  03  APPROVAL OF THE SPECTRA ENERGY CORP 2007 LONG-     Management   For      For
      TERM INCENTIVE PLAN, AS AMENDED AND RESTATED.
  04  APPROVAL OF THE SPECTRA ENERGY CORP EXECUTIVE      Management   For      For
      SHORT-TERM INCENTIVE PLAN, AS AMENDED AND
      RESTATED.
  05  AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.        Management   Abstain  Against
  06  AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN    Management   Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.
  07  SHAREHOLDER PROPOSAL FOR A DIRECTOR ELECTION       Shareholder  Against  For
      MAJORITY VOTE 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        Management  Abstain  Against
      CORPORATION'S NAMED EXECUTIVE OFFICERS.
  03  TO RATIFY THE APPOINTMENT OF                   Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK
      CORPORATION FOR THE YEAR ENDING DECEMBER 31,
      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  Management  For      For
      2011.
  03  PROPOSAL TO APPROVE THE ADVISORY RESOLUTION     Management  Abstain  Against
      RELATING TO EXECUTIVE COMPENSATION.
  04  ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDERS  Management  Abstain  Against
      VOTES ON EXECUTIVE COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  48
The Gabelli Asset 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       Management  Abstain  Against
      VOTE ON 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.


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     Management   Abstain  Against
      EXECUTIVE OFFICERS
  03  ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE        Management   Abstain  Against
      COMPENSATION VOTES
  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                 Shareholder  Against  For
      SUPERMAJORITY VOTE PROVISIONS
  07  STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE     Shareholder  Against  For
      THRESHOLD


NAVISITE, INC.

SECURITY         63935M208        MEETING TYPE     Special
TICKER SYMBOL    NAVI             MEETING DATE     20-Apr-2011
ISIN             US63935M2089     AGENDA           933398225 - Management



                                                                                FOR/AGAINST
ITEM  PROPOSAL                                             TYPE        VOTE     MANAGEMENT
----  ---------------------------------------------------  ----------  -------  -----------
                                                                    
01    TO ADOPT THE AGREEMENT AND PLAN OF MERGER,           Management  For   For
      DATED AS OF FEBRUARY 1, 2011, BY AND AMONG
      NAVISITE, INC., TIME WARNER CABLE INC. AND AVATAR
      MERGER SUB INC., AS SUCH AGREEMENT MAY BE
      AMENDED FROM TIME TO TIME (THE "MERGER
      AGREEMENT").
  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 MERGER AGREEMENT.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  49
The Gabelli Asset Fund

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                          Non-Voting
       VALID 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
 CMMT  PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                           Non-Voting
       INFORMATION IS 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 the         Management  For   For
       financial year 2010
  O.2  Approval of the reports and consolidated financial statements for       Management  For   For
       the financial year 2010
  O.3  Approval of the Statutory Auditors' special report on new regulated     Management  For   For
       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 the         Management  For   For
       Company to purchase its own shares
 E.11  Authorization to be granted to the Executive Board to reduce the        Management  For   For
       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 out the     Management  For   For
       allocation of performance shares existing or to be issued
 E.14  Delegation granted to the Executive Board to increase capital by        Management  For   For
       issuing ordinary shares or any securities giving access to the
       capital with preferential subscription rights of shareholders
 E.15  Delegation granted to the Executive Board to increase capital by        Management  For   For
       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 the      Management  For   For
       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 share         Management  For   For
       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 share         Management  For   For
       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 increase         Management  For   For
       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 capital       Management  For   For
       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                     Non-Voting
      THERE IS A 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 2010  Management  For   For
  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) shares  Management  For   For
  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



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  50
The Gabelli Asset Fund



                                                                                          FOR/AGAINST
ITEM  PROPOSAL                                                          TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------  ----------  ----  -----------
                                                                              
  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 Executive   Management  For   For
      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     Management  Abstain  Against
      NAMED EXECUTIVE OFFICER COMPENSATION.
  03  BOARD PROPOSAL REGARDING AN ADVISORY VOTE ON     Management  Abstain  Against
      THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED
      EXECUTIVE OFFICER COMPENSATION.
  04  BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF      Management  For      For
      ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


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'         Management  For      For
      COMPENSATION PLAN
  04  APPROVAL OF THE 2011 EQUITY PARTICIPATION PLAN  Management  Against  Against
  05  ADVISORY VOTE ON EXECUTIVE COMPENSATION         Management  Abstain  Against
      PROGRAM
  06  ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY   Management  Abstain  Against
      VOTE ON 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


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  51
The Gabelli Asset Fund



                                                                            FOR/AGAINST
ITEM  PROPOSAL                                         TYPE        VOTE     MANAGEMENT
----  ----------------------------------------------   ----------  -------  -----------
                                                                
  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  Management   For      For
      CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2011.
  03  PROPOSAL TO APPROVE AN AMENDMENT TO THE          Management   For      For
      CITIGROUP 2009 STOCK INCENTIVE PLAN.
  04  APPROVAL OF CITI'S 2011 EXECUTIVE PERFORMANCE    Management   For      For
      PLAN.
  05  ADVISORY VOTE ON CITI'S 2010 EXECUTIVE           Management   Abstain  Against
      COMPENSATION.
  06  ADVISORY VOTE ON THE FREQUENCY OF FUTURE         Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  07  PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT      Management   For      For
      EXTENSION.
  08  STOCKHOLDER PROPOSAL REGARDING POLITICAL NON-    Shareholder  Against  For
      PARTISANSHIP.
  09  STOCKHOLDER PROPOSAL REQUESTING A REPORT ON      Shareholder  Against  For
      POLITICAL CONTRIBUTIONS.
  10  STOCKHOLDER PROPOSAL REQUESTING A REPORT ON      Shareholder  Against  For
      RESTORING TRUST AND CONFIDENCE IN THE FINANCIAL
      SYSTEM.
  11  STOCKHOLDER PROPOSAL REQUESTING THAT             Shareholder  Against  For
      STOCKHOLDERS HOLDING 15% OR ABOVE HAVE THE
      RIGHT TO CALL SPECIAL STOCKHOLDER MEETINGS.
  12  STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT   Shareholder  Against  For
      COMMITTEE 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
      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                Management  For      For
      PRICEWATERHOUSECOOPERS LLP 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            Management  Abstain  Against
      COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF
      NEWMARKET CORPORATION.
  04  APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY  Management  Abstain  Against
      OF HOLDING AN ADVISORY VOTE ON EXECUTIVE
      COMPENSATION.


DREAMWORKS ANIMATION SKG, INC.

SECURITY         26153C103         MEETING TYPE    Annual
TICKER SYMBOL    DWA               MEETING DATE    21-Apr-2011
ISIN             US26153C1036      AGENDA          933378956 - Management



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ----------------------------------------------    ----------  -------  -----------
                                                                 
   1  DIRECTOR                                          Management
      1 JEFFREY KATZENBERG                                          For      For
      2 ROGER A. ENRICO                                             For      For
      3 LEWIS COLEMAN                                               For      For
      4 HARRY BRITTENHAM                                            For      For
      5 THOMAS FRESTON                                              For      For
      6 JUDSON C. GREEN                                             For      For
      7 MELLODY HOBSON                                              For      For
      8 MICHAEL MONTGOMERY                                          For      For
      9 NATHAN MYHRVOLD                                             For      For
      10 RICHARD SHERMAN                                            For      For
   2  PROPOSAL TO RATIFY THE APPOINTMENT OF             Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE YEAR ENDING DECEMBER 31, 2011.
   3  PROPOSAL TO APPROVE THE ADOPTION OF THE AMENDED   Management  Against  Against
      AND RESTATED 2008 OMNIBUS INCENTIVE COMPENSATION
      PLAN.
   4  ADVISORY VOTE ON EXECUTIVE COMPENSATION.          Management  Abstain  Against
   5  ADVISORY VOTE ON THE FREQUENCY OF HOLDING         Management  Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  52
The Gabelli Asset Fund

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      Management  For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
      THE COMPANY FOR YEAR 2011.
   3  TO CONSIDER A (NON-BINDING) ADVISORY VOTE ON      Management  Abstain  Against
      EXECUTIVE COMPENSATION.
   4  TO CONSIDER A (NON-BINDING) ADVISORY VOTE ON THE  Management  Abstain  Against
      FREQUENCY OF 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      Management  Abstain  Against
      OUR NAMED EXECUTIVE OFFICERS.
   3  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY    Management  Abstain
      STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION.
   4  PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &  Management  For      For
      TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.


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 &      Management  For      For
      YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
      2011.
  03  AN ADVISORY RESOLUTION ON EXECUTIVE                Management  Abstain  Against
      COMPENSATION.
  04  AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE        Management  Abstain  Against
      ADVISORY VOTES ON 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: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  53
The Gabelli Asset Fund



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE     MANAGEMENT
----  ----------------------------------------------     ----------  -------  -----------
                                                                  
  02  PROPOSAL TO APPROVE THE COMPENSATION PAID TO       Management  Abstain  Against
      SENSIENT'S NAMED 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              Management  Abstain  Against
      RECOMMEND THAT THE 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 &      Management  For      For
      YOUNG LLP, 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        Management  For      For
      REGISTERED PUBLIC 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    Management  Abstain  Against
      ADVISORY VOTES 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   Management   Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION.
  05  2011 STOCK INCENTIVE PLAN OF HONEYWELL           Management   Against  Against
      INTERNATIONAL INC. AND ITS AFFILIATES.
  06  HONEYWELL INTERNATIONAL INC. INCENTIVE           Management   For      For
      COMPENSATION PLAN 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


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                         Non-Voting
      REACH QUORUM, 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 members       Management  For   For
      number. Determination of the office tenor. Appointment of the
      chairman of the board of directors



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  54
The Gabelli Asset Fund



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
A.4   Determination of the emoluments for directors related to business     Management  For   For
      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 statutory      Management  For   For
      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 of the  Management  For   For
      meeting regulation
E.1   Amendment of artt 6, 11, 14, 16 and 25 and introduction of new        Management  For   For
      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 expenses  Management  For   For
      to cover common interests of preferred shareholders
   2  To appoint the Preferred shareholders Common Representative.       Management  For   For
      Resolutions related there to


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                Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
  03  TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY  Management  Abstain  Against
      OF EXECUTIVE COMPENSATION VOTES.
  04  TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE        Management  Abstain  Against
      COMPENSATION.
  05  APPROVAL OF AN AMENDMENT TO THE COMPANY'S         Management  For      For
      RESTATED CERTIFICATE OF INCORPORATION TO ALLOW
      STOCKHOLDERS TO CALL SPECIAL MEETINGS.
  06  APPROVAL OF THE FORTUNE BRANDS, INC. 2011 LONG-   Management  Against  Against
      TERM INCENTIVE PLAN.


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     Management   Abstain  Against
      COMPENSATION PROGRAM.
  03  TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY   Management   Abstain  Against
      OF EXECUTIVE COMPENSATION PROGRAM VOTES.
  04  TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS  Management   For      For
      THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR 2011.
  05  SHAREOWNER PROPOSAL TO REQUEST SHAREOWNER          Shareholder  Against  For
      APPROVAL OF CERTAIN SEVERANCE AGREEMENTS.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  55
The Gabelli Asset Fund

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
      3 GLENN D. STEELE, JR.                                         For      For
  02  TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS  Management  For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
      CEPHEID FOR THE FISCAL YEAR ENDING DECEMBER 31,
      2011.
  03  TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON    Management  Abstain  Against
      EXECUTIVE COMPENSATION.
  04  TO VOTE ON A NON-BINDING ADVISORY RESOLUTION ON    Management  Abstain  Against
      THE FREQUENCY OF SHAREHOLDER VOTES ON
      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
  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      Management   For      For
      SHARES IN THE SUNTRUST BANKS, INC. 2009 STOCK PLAN.
  03  PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &         Management   For      For
      YOUNG LLP AS INDEPENDENT AUDITORS FOR 2011.
  04  TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING)       Management   Abstain  Against
      PROPOSAL: "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        Management   Abstain  Against
      TO APPROVE THE 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            Shareholder  Against  For
      AND DISCLOSURE OF 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



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  56
The Gabelli Asset Fund



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----  --------------------------------------------------  ----------  -------  ----------
                                                                   
  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           Management  Abstain  Against
      COMPENSATION.
  05  RECOMMENDATION FOR THE FREQUENCY OF FUTURE          Management  Abstain  Against
      ADVISORY 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         Management  Abstain  Against
      EXECUTIVE 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  Management  For      For
      LLP AS 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  Management  For      For
      INCENTIVE PLAN.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.        Management  Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF FUTURE        Management  Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  RATIFICATION OF THE APPOINTMENT OF THE          Management  For      For
      CORPORATION'S 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    Management  For      For
      AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      OF THE COMPANY FOR THE 2011 FISCAL YEAR.
  03  THE AMENDMENT TO THE CERTIFICATE OF                Management  For      For
      INCORPORATION TO INCREASE THE NUMBER OF
      AUTHORIZED SHARES OF CAPITAL STOCK TO 250,500,000
      SHARES.
  04  TO VOTE FOR THE APPROVAL ON A NONBINDING           Management  Abstain  Against
      RESOLUTION REGARDING EXECUTIVE COMPENSATION.
  05  TO HOLD AN ADVISORY VOTE ON WHETHER AN ADVISORY    Management  Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION SHOULD BE HELD
      EVERY ONE, TWO, OR THREE YEARS.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  57
The Gabelli Asset Fund

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 TEPHEN P. MACMILLAN                                         For      For
      8 ILLIAM U. PARFET                                            For      For
      9 ONDA E. STRYKER                                             For      For
  02  RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS   Management   For      For
      OUR 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       Management   Against  Against
      AWARD PLAN.
  05  APPROVAL, IN AN ADVISORY VOTE, OF THE COMPANY'S  Management   Abstain  Against
      EXECUTIVE COMPENSATION.
  06  RECOMMENDATION, IN AN ADVISORY VOTE, OF THE      Management   Abstain  Against
      FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.
  07  SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT   Shareholder  Against  For
      THE MEETING.


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
  02  APPROVAL, ON AN ADVISORY BASIS, OF THE             Management  Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  03  RECOMMEND, ON AN ADVISORY BASIS, THE FREQUENCY     Management  Abstain  Against
      OF HOLDING ADVISORY VOTES ON THE COMPENSATION
      OF OUR NAMED EXECUTIVE OFFICERS.
  04  THE RATIFICATION OF THE APPOINTMENT OF DELOITTE &  Management  For      For
      TOUCHE LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM (INDEPENDENT
      AUDITORS) IN 2011.


VIVO PARTICIPACOES S A

SECURITY         P9810G108         MEETING TYPE    ExtraOrdinary General Meeting
TICKER SYMBOL                      MEETING DATE    27-Apr-2011
ISIN             BRVIVOACNOR1      AGENDA          702884912 - Management



                                                                                                FOR/AGAINST
ITEM  PROPOSAL                                                                TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------------  ----------  ----  -----------
                                                                                    
CMMT  IMPORTANT MARKET PROCESSING REQUIREMENT: A                              Non-Voting
      BENEFICIAL OWNER 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 VOTES 'IN FAVOR' AND 'AGAINST' IN                      Non-Voting
      THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES
      IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-
      ARE ALLOWED. THANK YOU
   A  To consider and decide regarding the terms and conditions of the        Management  For   For
      draft of the protocol of merger and instrument of justification
      signed between the management of the company and of the
      Brazilian Holding Companies Tbs Celular Participacoes Ltda.
      Portelecom Participacoes S.A. and Ptelecom Brasil S.A. from here
      onwards, jointly, the Br Holding Companies, from here onwards
      the merger protocol of the Br Holding Companies, which provides
      for the merger into the company of the Br Holding Companies, as
      described in the notices of material fact
   B  To ratify the appointment by the managers of the company of the         Management  For   For
      specialized company Ernst and Young Terco Auditores
      Independentes SS, with Brazilian corporate taxpayer id number
      61.366.936.0001.25, for the valuation of the respective equities of
      the Br Holding Companies to be merged into the company
   C  To consider and decide regarding the terms and conditions of the        Management  For   For
      draft of the protocol of share merger and instrument of justification
      signed by the managers of Telecomunicacoes de Sao Paulo S.A.
      Telesp, from here onwards Telesp, and the company, having as
      its object the merger of shares of the company into Telesp, as
      described in the notices of material fact
   D  To ratify the appointment effectuated by the managers of the            Management  For   For
      company and of Telesp of the specialized company Planconsult
      Planejamento E Consultoria Ltda. with Brazilian corporate
      taxpayer id number 51.163.748.0001.23, to i) effectuate the
      valuation of the equities of the company and of Telesp at market
      prices, for the purposes stated in article 264 of law number
      6404.76, and ii) value the shares of the company, for the purpose
      of determining the capital increase of Telesp



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  58
The Gabelli Asset Fund



                                                                                                FOR/AGAINST
ITEM  PROPOSAL                                                                TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------------  ----------  ----  -----------
                                                                                    
   E  To ratify the appointment effectuated by the managers of the            Management  For   For
      company of the specialized company Signatura Lazard
      Assessoria Financeira Ltda. with Brazilian corporate taxpayer id
      number 069 55244.0001.04, from here onwards the financial
      advisor, for valuation of the net equity of the company and of
      Telesp for the purpose of supporting the work of the special
      independent committee established within the company for the
      purpose of determining the substitution ratio in accordance with
      the terms of Brazilian securities commission guideline opinion
      35.08
   F  To consider and decide regarding the valuation report referred to       Management  For   For
      in item D and the report referred to in item E above
   G  To decide regarding the ratio at which shares of the company will       Management  For   For
      be replaced by new shares from Telesp that are to be issued, with
      the conversion of the company into a wholly owned subsidiary of
      Telesp and the merger of the shares of the company into Telesp


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     Management  Abstain  Against
      THE EXECUTIVE COMPENSATION ADVISORY VOTE.
   4  RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE  Management  For      For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM.


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                     Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
      COMPANY FOR 2011.
  03  TO SEEK YOUR ADVISORY VOTE ON EXECUTIVE          Management  Abstain  Against
      COMPENSATION PROGRAMS AS DISCLOSED IN THE
      COMPENSATION DISCUSSION AND ANALYSIS SECTION OF
      THE PROXY STATEMENT.
  04  THE COMPANY SEEKS STOCKHOLDERS' INPUT ON THE     Management  Abstain  Against
      FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES
      ON EXECUTIVE COMPENSATION PROGRAMS.


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   Management   For      For
      LLP AS INDEPENDENT AUDITORS
  03  APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE     Management   For      For
      UNDER THE PERFORMANCE INCENTIVE PLAN OF THE
      COCA-COLA COMPANY TO PRESERVE THE TAX
      DEDUCTIBILITY OF THE AWARDS



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  59
The Gabelli Asset Fund



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                           TYPE         VOTE     MANAGEMENT
----  -------------------------------------------------  -----------  -------  -----------
                                                                   
  04  APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE     Management   For      For
      UNDER THE COCA-COLA COMPANY 1989 RESTRICTED
      STOCK AWARD PLAN TO PRESERVE THE TAX
      DEDUCTIBILITY OF THE AWARDS
  05  ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON    Management   Abstain  Against
      PAY VOTE)
  06  ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE      Management   Abstain  Against
      SAY ON PAY VOTE
  07  SHAREOWNER PROPOSAL REGARDING A REPORT ON          Shareholder  Against  For
      BISPHENOL-A


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   Management  For      For
      PUBLIC ACCOUNTING FIRM FOR 2011.
  03  TO APPROVE, ON A NON-BINDING ADVISORY BASIS,       Management  Abstain  Against
      EXECUTIVE COMPENSATION AS DISCLOSED IN THESE
      PROXY MATERIALS.
  04  TO VOTE ON THE FREQUENCY OF FUTURE NON-BINDING     Management  Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  TO RE-APPROVE THE PERFORMANCE GOALS INCLUDED IN    Management  For      For
      THE NCR 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        Management  For      For
      LIMITATIONS INCLUDED IN THE NCR CORPORATION 2006
      STOCK INCENTIVE PLAN.
  07  TO APPROVE AN AMENDMENT TO THE FUNDING FORMULA     Management  For      For
      IN THE NCR MANAGEMENT INCENTIVE PLAN FOR
      PURPOSES OF SECTION 162(M) OF THE INTERNAL
      REVENUE CODE.
  08  TO APPROVE THE NCR CORPORATION 2011 ECONOMIC       Management  For      For
      PROFIT PLAN FOR PURPOSES OF SECTION 162(M) OF THE
      INTERNAL REVENUE CODE.


AMERIPRISE FINANCIAL, INC.

SECURITY         03076C106         MEETING TYPE    Annual
TICKER SYMBOL    AMP               MEETING DATE    27-Apr-2011
ISIN             US03076C1062      AGENDA          933382688 - Management



                                                                           FOR/AGAINST
ITEM  PROPOSAL                                        TYPE        VOTE     MANAGEMENT
----  ----------------------------------------------  ----------  -------  -----------
                                                               
  1A  ELECTION OF DIRECTOR: SIRI S. MARSHALL          Management  For      For
  1B  ELECTION OF DIRECTOR: W. WALKER LEWIS           Management  For      For
  1C  ELECTION OF DIRECTOR: WILLIAM H. TURNER         Management  For      For
  02  A NONBINDING ADVISORY VOTE TO APPROVE THE       Management  Abstain  Against
      COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
  03  A NONBINDING ADVISORY VOTE ON THE FREQUENCY OF  Management  Abstain  Against
      SHAREHOLDER APPROVAL OF THE COMPENSATION OF
      THE NAMED EXECUTIVE OFFICERS.
  04  TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF    Management  For      For
      PRICEWATERHOUSECOOPERS LLP, THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
      2011.


THE NEW YORK TIMES COMPANY

SECURITY         650111107         MEETING TYPE    Annual
TICKER SYMBOL    NYT               MEETING DATE    27-Apr-2011
ISIN             US6501111073      AGENDA          933382703 - Management



                                                                        FOR/AGAINST
ITEM  PROPOSAL                                       TYPE         VOTE  MANAGEMENT
----  ---------------------------------------------  -----------  ----  -----------
                                                            
  01  DIRECTOR                                       Management
      1 RAUL E. CESAN                                             For   For
      2 ELLEN R. MARRAM                                           For   For
      3 THOMAS MIDDELHOFF                                         For   For
      4 DOREEN A. TOBEN                                           For   For
  04  RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS  Management   For   For



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  60
The Gabelli Asset Fund

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    Management  For      For
      OUR BOARD OF DIRECTORS THAT REDUCES THE
      PERCENTAGE OF SHAREHOLDER VOTES NEEDED TO
      AMEND DPL'S REGULATIONS.
  03  AN ADVISORY, NON-BINDING RESOLUTION TO APPROVE   Management  Abstain  Against
      THE COMPENSATION OF DPL'S NAMED EXECUTIVE
      OFFICERS, AS DESCRIBED IN OUR 2011 PROXY
      STATEMENT.
  04  TO RECOMMEND BY ADVISORY, NON-BINDING VOTE, THE  Management  Abstain  Against
      FREQUENCY FOR HOLDING ADVISORY, NON-BINDING
      VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.
  05  RE-APPROVAL OF THE MATERIAL TERMS OF THE         Management  For      For
      PERFORMANCE GOALS UNDER DPL'S 2006 EQUITY
      PERFORMANCE AND INCENTIVE PLAN.
  06  RATIFICATION OF KPMG LLP AS INDEPENDENT PUBLIC   Management  For      For
      ACCOUNTANT.


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     Management  Abstain  Against
      COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS
      DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT.
  03  TO VOTE ON AN ADVISORY BASIS AS TO WHETHER THE    Management  Abstain  Against
      ADVISORY 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         Management  For      For
      INDEPENDENT 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)   Management  Abstain  Against
      RESOLUTION RELATING TO EXECUTIVE COMPENSATION.
  06  ADVISORY VOTE ON THE FREQUENCY OF ADVISORY       Management  Abstain  Against
      VOTES ON EXECUTIVE COMPENSATION.
  07  APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE    Management  For      For
      OF INCORPORATION TO PROVIDE A RIGHT FOR 25%
      SHAREHOLDERS TO CALL A SPECIAL MEETING OF
      SHAREHOLDERS.
  08  RATIFICATION OF APPOINTMENT OF INDEPENDENT       Management  For      For
      REGISTERED PUBLIC 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



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  61
The Gabelli Asset Fund



                                                                            FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------  ----------  ----  -----------
                                                                
      11 P. MUNK                                                      For   For
      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       Management  For   For
      APPROACH.


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        Management   For      For
      INCORPORATION TO PERMIT SHAREHOLDERS TO CALL
      SPECIAL MEETINGS
  03  VOTE TO APPROVE, ON AN ADVISORY BASIS, THE       Management   Abstain  Against
      EXECUTIVE COMPENSATION PROGRAM FOR THE
      COMPANY'S NAMED EXECUTIVE OFFICERS
  04  VOTE, ON AN ADVISORY BASIS, ON HOW OFTEN THE     Management   Abstain  Against
      COMPANY WILL CONDUCT AN ADVISORY VOTE ON
      EXECUTIVE COMPENSATION
  05  VOTE TO RATIFY THE APPOINTMENT OF ERNST & YOUNG  Management   For      For
      LLP AS OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2011
  06  SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER      Shareholder  Against  For
      ACTION BY WRITTEN CONSENT


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-  Shareholder  Against  For
      BINDING RESOLUTION APPROVING THE COMPENSATION
      OF THE CHAIRMAN.
  03  TO VOTE ON A NON-BINDING RESOLUTION TO APPROVE   Management   Abstain  Against
      THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.
  04  FREQUENCY OF ADVISORY VOTE ON THE COMPENSATION   Management   Abstain  Against
      OF NAMED EXECUTIVE OFFICERS.


AMERICA MOVIL, S.A.B. DE C.V.

SECURITY         02364W105         MEETING TYPE    Special
TICKER SYMBOL    AMX               MEETING DATE    27-Apr-2011
ISIN             US02364W1053      AGENDA          933435338 - Management



                                                                            FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE   MANAGEMENT
----  -------------------------------------------------  ----------  -----  -----------
                                                                
  01  APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF  Management  For
      THE MEMBERS OF THE BOARD OF DIRECTORS OF THE
      COMPANY THAT THE HOLDERS OF THE SERIES "L" SHARES
      ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS
      THEREON.
  02  APPOINTMENT OF DELEGATES TO EXECUTE, AND IF,       Management  For
      APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY
      THE MEETING. ADOPTION OF RESOLUTIONS THEREON.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  62
The Gabelli Asset Fund

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                         Non-Voting
      VALID 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
CMMT  PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                          Non-Voting
      INFORMATION IS 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 financial       Management  For   For
      year ended on December 31, 2010
 O.2  Approval of the consolidated financial statements for the financial    Management  For   For
      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 Board     Management  For   For
      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 Auditors'      Management  For   For
      special report
O.12  Approval of the Agreements and Undertakings pursuant to Articles       Management  For   For
      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 purchase,     Management  For   For
      hold or transfer Company's shares
E.14  Delegation of authority to the Board of Directors to issue ordinary    Management  For   For
      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 ordinary    Management  For   For
      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 of      Management  For   For
      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 ordinary    Management  For   For
      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 ordinary       Management  For   For
      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 the      Management  For   For
      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 capital      Management  For   For
      by cancellation of shares
E.22  Powers for formalities                                                 Management  For   For


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 (2009:          Management  For   For
      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
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 Auditor           Management  For   For
      of the Company and to authorise the Directors to fix their
      remuneration
6     That, pursuant to Rule 806 of the Listing Manual of the Singapore        Management  For   For
      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



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  63
The Gabelli Asset Fund



                                                                                                 FOR/AGAINST
ITEM  PROPOSAL                                                                 TYPE        VOTE  MANAGEMENT
----  -----------------------------------------------------------------------  ----------  ----  -----------
                                                                                     
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, or          Non-Voting
      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 of           Management  For   For
      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


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    Management   Abstain  Against
      COMPENSATION.
  03  APPROVAL, BY NON-BINDING, ON THE FREQUENCY OF  Management   Abstain  Against
      FUTURE EXECUTIVE COMPENSATION VOTES.
  04  RATIFY THE APPOINTMENT OF                      Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS CORNING'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
  05  SHAREHOLDER PROPOSAL CONCERNING SPECIAL        Shareholder  Against  For
      MEETINGS.


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       Management           For      For
      INDEPENDENT AUDITORS FOR THE YEAR 2011.
  03  TO HOLD AN ADVISORY VOTE ON NAMED EXECUTIVE    Management           Abstain  Against
      OFFICER COMPENSATION.
  04  TO HOLD AN ADVISORY VOTE ON THE FREQUENCY FOR  Management           Abstain  Against
      FUTURE ADVISORY VOTES ON NAMED EXECUTIVE
      OFFICER COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  64
The Gabelli Asset Fund

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


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                  Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011
  03  ADVISORY VOTE ON NAMED EXECUTIVE OFFICER        Management   Abstain  Against
      COMPENSATION
  04  ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON  Management   Abstain  Against
      NAMED EXECUTIVE OFFICER COMPENSATION
  05  SHAREHOLDER PROPOSAL ON PHARMACEUTICAL PRICE    Shareholder  Against  For
      RESTRAINT
  06  SHAREHOLDER PROPOSAL ON AMENDMENT TO            Shareholder  Against  For
      COMPANY'S EQUAL EMPLOYMENT OPPORTUNITY POLICY
  07  SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL     Shareholder  Against  For
      METHODS 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  Management  For      For
      AUDITORS FOR 2011.
  03  APPROVE, ON A NON-BINDING ADVISORY BASIS, A        Management  Abstain  Against
      RESOLUTION APPROVING EXECUTIVE COMPENSATION.
  04  SELECT, ON A NON-BINDING ADVISORY BASIS, THE       Management  Abstain  Against
      FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE
      COMPENSATION.
  05  APPROVE THE HERSHEY COMPANY AMENDED AND            Management  Against  Against
      RESTATED EQUITY AND INCENTIVE COMPENSATION PLAN.


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  65
The Gabelli Asset Fund

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


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      Management  Abstain  Against
      EXECUTIVE COMPENSATION PROGRAM.
  03  TO RATIFY THE SELECTION OF                     Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE 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  Management   For      For
      AS INDEPENDENT AUDITORS
  03  MANAGEMENT PROPOSAL ADOPT THE LOCKHEED MARTIN     Management   Against  Against
      CORPORATION 2011 INCENTIVE PERFORMANCE AWARD
      PLAN
  04  PROPOSAL TO APPROVE THE COMPENSATION OF NAMED     Management   Abstain  Against
      EXECUTIVE OFFICERS
  05  PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE       Management   Abstain  Against
      VOTES ON THE COMPENSATION OF NAMED EXECUTIVE
      OFFICERS
  06  STOCKHOLDER PROPOSAL ALLOW STOCKHOLDERS TO        Shareholder  Against  For
      ACT BY WRITTEN CONSENT IN LIEU OF A MEETING


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        Management  Abstain  Against
      COMPENSATION.
  04  RATIFICATION OF APPOINTMENT OF INDEPENDENT        Management  For      For
      REGISTERED PUBLIC ACCOUNTING FIRM OF DELOITTE &
      TOUCHE LLP.
  05  TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY  Management  Abstain  Against
      OF EXECUTIVE COMPENSATION VOTES.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  66
The Gabelli Asset Fund

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  Management  For      For
      THE JANUS CAPITAL GROUP INC. INDEPENDENT AUDITOR
      FOR FISCAL YEAR 2011.
  03  APPROVE, BY NON-BINDING ADVISORY VOTE, THE          Management  Abstain  Against
      COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
      (SAY-ON-PAY).
  04  RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE        Management  Abstain  Against
      FREQUENCY OF THE ADVISORY SAY-ON-PAY VOTE.


EDISON INTERNATIONAL

SECURITY         281020107         MEETING TYPE    Annual
TICKER SYMBOL    EIX               MEETING DATE    28-Apr-2011
ISIN             US2810201077      AGENDA          933384846 - Management



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------  ----------  -------  -----------
                                                                 
  1A  ELECTION OF DIRECTOR: JAGJEET S. BINDRA           Management  For      For
  1B  ELECTION OF DIRECTOR: VANESSA C.L. CHANG          Management  For      For
  1C  ELECTION OF DIRECTOR: FRANCE A. CORDOVA           Management  For      For
  1D  ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR.     Management  For      For
  1E  ELECTION OF DIRECTOR: CHARLES B. CURTIS           Management  For      For
  1F  ELECTION OF DIRECTOR: BRADFORD M. FREEMAN         Management  For      For
  1G  ELECTION OF DIRECTOR: LUIS G. NOGALES             Management  For      For
  1H  ELECTION OF DIRECTOR: RONALD L. OLSON             Management  For      For
  1I  ELECTION OF DIRECTOR: JAMES M. ROSSER             Management  For      For
  1J  ELECTION OF DIRECTOR: RICHARD T. SCHLOSBERG, III  Management  For      For
  1K  ELECTION OF DIRECTOR: THOMAS C. SUTTON            Management  For      For
  1L  ELECTION OF DIRECTOR: BRETT WHITE                 Management  For      For
  02  RATIFICATION OF THE APPOINTMENT OF THE            Management  For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION           Management  Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY    Management  Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION
  05  MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT       Management  Against  Against
      TO THE EDISON INTERNATIONAL 2007 PERFORMANCE
      INCENTIVE PLAN


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  Management  For      For
      AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2011.
  03  ADOPTION OF AMENDMENTS TO THE COMPANY'S           Management  For      For
      CERTIFICATE OF INCORPORATION.
  04  APPROVAL OF A NON-BINDING ADVISORY RESOLUTION     Management  Abstain  Against
      REGARDING THE COMPENSATION OF THE COMPANY'S
      NAMED EXECUTIVE OFFICERS
  05  APPROVAL OF A NON-BINDING ADVISORY VOTE           Management  Abstain  Against
      REGARDING THE FREQUENCY OF STOCKHOLDER VOTING
      ON THE COMPENSATION OF THE COMPANY'S NAMED
      EXECUTIVE OFFICERS.


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          Management  For      For
      REGISTERED PUBLIC ACCOUNTANTS.
  03  AMEND CERTIFICATE OF INCORPORATION TO MAKE              Management  For      For
      CERTAIN CAPITAL 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: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  67
The Gabelli Asset Fund



                                                                                   FOR/AGAINST
ITEM  PROPOSAL                                                TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------------  ----------  -------  -----------
                                                                       
  04  AMEND CERTIFICATE OF INCORPORATION TO DECLASSIFY        Management  For      For
      THE BOARD OF DIRECTORS.
  05  AMEND CERTIFICATE OF INCORPORATION TO IMPLEMENT         Management  For      For
      A MAJORITY VOTE STANDARD IN UNCONTESTED
      ELECTIONS OF DIRECTORS.
  06  AMEND CERTIFICATE OF INCORPORATION TO PERMIT A          Management  For      For
      SPECIAL MEETING OF STOCKHOLDERS TO BE CALLED BY
      25% OR MORE OF THE STOCKHOLDERS IN CERTAIN
      CIRCUMSTANCES.
  07  AMEND CERTIFICATE OF INCORPORATION TO ADOPT             Management  For      For
      DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN
      DISPUTES.
  08  ADVISORY VOTE ON COMPENSATION OF NAMED                  Management  Abstain  Against
      EXECUTIVE OFFICERS.
  09  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY          Management  Abstain  Against
      VOTE ON COMPENSATION OF NAMED EXECUTIVE
      OFFICERS.


PENTAIR, INC.

SECURITY         709631105         MEETING TYPE    Annual
TICKER SYMBOL    PNR               MEETING DATE    28-Apr-2011
ISIN             US7096311052      AGENDA          933390659 - Management



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----  --------------------------------------------------  ----------  -------  -----------
                                                                   
  1A  ELECTION OF DIRECTOR: LESLIE ABI-KARAM              Management  For      For
  1B  ELECTION OF DIRECTOR: JERRY W. BURRIS               Management  For      For
  1C  ELECTION OF DIRECTOR: RONALD L. MERRIMAN            Management  For      For
  02  AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF     Management  Abstain  Against
      OUR NAMED EXECUTIVE OFFICERS
  03  AN ADVISORY VOTE ON THE FREQUENCY OF THE            Management  Abstain  Against
      ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
      EXECUTIVE OFFICERS
  04  TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP  Management  For      For
      AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2011


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  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         Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF    Shareholder  Against  For
      POLITICAL CONTRIBUTIONS
  06  SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY     Shareholder  Against  For
      INITIATIVES.
  07  SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL    Shareholder  Against  For
      PRICE RESTRAINTS.
  08  SHAREHOLDER PROPOSAL REGARDING ACTION BY         Shareholder  Against  For
      WRITTEN CONSENT.
  09  SHAREHOLDER PROPOSAL REGARDING SPECIAL           Shareholder  Against  For
      SHAREHOLDER MEETINGS.
  10  SHAREHOLDER PROPOSAL REGARDING ANIMAL            Shareholder  Against  For
      RESEARCH




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  68
The Gabelli Asset Fund

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          Management  For      For
      AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
      2011, WHICH THE BOARD OF DIRECTORS UNANIMOUSLY
      RECOMMENDS.
  03  TO RE-APPROVE THE TERMS OF THE 2006 STOCK-BASED   Management  For      For
      INCENTIVE COMPENSATION PLAN, AS AMENDED.
  04  NON-BINDING ADVISORY VOTE ON EXECUTIVE            Management  Abstain  Against
      COMPENSATION.
  05  NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF     Management  Abstain  Against
      FUTURE SAY-ON-PAY VOTES.


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        Management   Abstain  Against
      EXECUTIVE OFFICERS.
  03  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY    Management   Abstain  Against
      VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
      OFFICERS.
  04  RATIFICATION OF THE APPOINTMENT OF                Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
      AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31,
      2011.
  05  STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY      Shareholder  Against  For
      STOCKHOLDER 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    Management  For   For
      FISCAL BOARD'S 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           Management  For   For
      DIRECTORS
O6    ELECTION OF MEMBERS TO THE FISCAL BOARD AND THEIR  Management  For   For
      RESPECTIVE SUBSTITUTES
O7    ESTABLISHMENT OF THE COMPENSATION OF               Management  For   For
      MANAGEMENT AND EFFECTIVE 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                        Non-Voting
      REACH QUORUM, 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 executive  Management  For   For
      directors remuneration
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO                           Non-Voting
      MODIFICATION OF 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: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  69
The Gabelli Asset Fund

AT&T INC.

SECURITY         00206R102         MEETING TYPE    Annual
TICKER SYMBOL    T                 MEETING DATE    29-Apr-2011
ISIN             US00206R1023      AGENDA          933378437 - Management



                                                                             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       Management   For      For
      AUDITORS.
  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  Management   Abstain  Against
      COMPENSATION.
  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         Management   For      For
      EXECUTIVE ANNUAL INCENTIVE PLAN.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.       Management   Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN   Management   Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.
  05  RATIFICATION OF THE APPOINTMENT OF             Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS KELLOGG'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR FISCAL YEAR 2011.
  06  SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT  Shareholder  Against  For
      THE MEETING, TO ADOPT SIMPLE MAJORITY VOTE.
  07  SHAREOWNER PROPOSAL, IF PROPERLY PRESENTED AT  Shareholder  Against  For
      THE MEETING, TO ENACT A MAJORITY VOTING
      REQUIREMENT FOR THE ELECTION OF DIRECTORS.


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    Management  For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.        Management  Abstain  Against
  04  ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON  Management  Abstain  Against
      EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  70
The Gabelli Asset Fund

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    Management   Abstain  Against
      EXECUTIVE COMPENSATION.
  04  SAY WHEN ON PAY - AN ADVISORY VOTE ON THE           Management   Abstain  Against
      APPROVAL OF THE 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



                                                                        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        Management  For      For
      CORPORATION'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR 2011.
  03  ADVISORY VOTE TO APPROVE THE EXECUTIVE       Management  Abstain  Against
      COMPENSATION OF ALLEGHANY CORPORATION.
  04  ADVISORY VOTE ON THE FREQUENCY OF FUTURE     Management  Abstain  Against
      STOCKHOLDER ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.


AGNICO-EAGLE MINES LIMITED

SECURITY         008474108         MEETING TYPE    Annual and Special Meeting
TICKER SYMBOL    AEM               MEETING DATE    29-Apr-2011
ISIN             CA0084741085      AGENDA          933403177 - Management



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------  ----------  -------  -----------
                                                                 
  01  DIRECTOR                                          Management
      1 LEANNE M. BAKER                                             For   For
      2 DOUGLAS R. BEAUMONT                                         For   For
      3 SEAN BOYD                                                   For   For
      4 MARTINE A. CELEJ                                            For   For
      5 CLIFFORD J. DAVIS                                           For   For
      6 ROBERT J. GEMMELL                                           For   For
      7 BERNARD KRAFT                                               For   For
      8 MEL LEIDERMAN                                               For   For
      9 JAMES D. NASSO                                              For   For
      10 SEAN RILEY                                                 For   For
      11 J. MERFYN ROBERTS                                          For   For
      12 EBERHARD SCHERKUS                                          For   For
      13 HOWARD R. STOCKFORD                                        For   For
      14 PERTTI VOUTILAINEN                                         For   For
  02  APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF   Management  For   For
      THE CORPORATION AND AUTHORIZING THE DIRECTORS TO
      FIX THEIR REMUNERATION.
  03  AN ORDINARY RESOLUTION APPROVING AN AMENDMENT     Management  For   For
      OF AGNICO-EAGLE'S STOCK OPTION PLAN.
  04  A NON-BINDING ADVISORY RESOLUTION ACCEPTING       Management  For   For
      AGNICO-EAGLE'S APPROACH TO 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 &     Management  For       For
      TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
      ACCOUNTANT.
  03  APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE  Management  Abstain   Against
      COMPENSATION FOR NAMED EXECUTIVE OFFICERS AS
      DISCLOSED IN THIS PROXY STATEMENT.
  04  RECOMMENDATION, IN A NON-BINDING ADVISORY VOTE,   Management  Abstain   Against
      FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON
      EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  71
The Gabelli Asset Fund

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   Management  For      For
      ERNST & YOUNG AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
      FISCAL 2011.
  03  A NON-BINDING ADVISORY VOTE ON EXECUTIVE         Management  Against  For
      COMPENSATION
  04  A VOTE ON THE FREQUENCY FOR HOLDING THE NON-     Management   1 Year  For
      BINDING ADVISORY VOTE ON SAY-ON-PAY (EVERY ONE,
      TWO, OR THREE YEARS).


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  Management  For   For
      THE MEMBERS OF THE BOARD OF DIRECTORS TO BE
      APPOINTED AT THIS MEETING PURSUANT TO ARTICLES
      TWENTY SIXTH, TWENTY SEVENTH AND OTHER
      APPLICABLE ARTICLES OF THE CORPORATE BY-LAWS.
  II  APPOINTMENT OF DELEGATES TO CARRY OUT AND            Management  For   For
      FORMALIZE THE RESOLUTIONS ADOPTED AT THIS
      MEETING.


BERKSHIRE HATHAWAY INC.

SECURITY         084670108         MEETING TYPE    Annual
TICKER SYMBOL    BRKA              MEETING DATE    30-Apr-2011
ISIN             US0846701086      AGENDA          933383844 - Management




                                                                              FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------  ----------  -------  -----------
                                                                  
  01  DIRECTOR                                           Management
      1 WARREN E. BUFFETT                                             For      For
      2 CHARLES T. MUNGER                                             For      For
      3 HOWARD G. BUFFETT                                             For      For
      4 STEPHEN B. BURKE                                              For      For
      5 SUSAN L. DECKER                                               For      For
      6 WILLIAM H. GATES III                                          For      For
      7 DAVID S. GOTTESMAN                                            For      For
      8 CHARLOTTE GUYMAN                                              For      For
      9 DONALD R. KEOUGH                                              For      For
      10 THOMAS S. MURPHY                                             For      For
      11 RONALD L. OLSON                                              For      For
      12 WALTER SCOTT, JR.                                            For      For
  02  NON-BINDING RESOLUTION TO APPROVE THE              Management   Abstain  Against
      COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
      OFFICERS, AS DESCRIBED IN THE 2011 PROXY
      STATEMENT.
  03  NON-BINDING RESOLUTION TO DETERMINE THE            Management   Abstain  Against
      FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL)
      WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE
      ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE
      COMPENSATION.
  04  TO APPROVE THE SHAREHOLDER PROPOSAL WITH           Shareholder  Against  For
      RESPECT TO THE ESTABLISHMENT OF QUANTITATIVE
      GOALS FOR THE REDUCTION OF GREENHOUSE GAS AND
      OTHER AIR EMISSIONS AT BERKSHIRE'S ENERGY
      GENERATING HOLDINGS.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  72
The Gabelli Asset Fund

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           Management   For      For
      RESTATED ARTICLES OF INCORPORATION TO ADOPT A
      SIMPLE MAJORITY VOTE
  03  APPROVAL OF AMENDMENTS TO ARTICLE VII OF THE         Management   For      For
      RESTATED ARTICLES OF INCORPORATION TO ADOPT A
      SIMPLE MAJORITY VOTE
  04  APPROVAL OF AMENDMENTS TO DELETE ARTICLE VIII AND    Management   For      For
      RENUMBER ARTICLE IX OF THE RESTATED ARTICLES OF
      INCORPORATION TO ADOPT A SIMPLE MAJORITY VOTE
  05  APPROVAL OF HARLEY-DAVIDSON, INC. SHORT-TERM         Management   For      For
      INCENTIVE PLAN 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           Management   Abstain  Against
      EXECUTIVE OFFICERS
  08  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY       Management   Abstain  Against
      VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
      OFFICERS
  09  SHAREHOLDER PROPOSAL REGARDING SURVIVOR              Shareholder  Against  For
      BENEFITS


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                     Non-Voting
      ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU
CMMT  MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL                         Non-Voting
      OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
      ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
      NEED TO-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                            Non-Voting
      BENEFICIAL OWNER 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, the       Non-Voting
      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 of a   Management  No Action
      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 Directors to   Management  No Action
      decide on the acquisition of shares in the Company
  12  Adoption of principles for determination of remuneration payable      Management  No Action
      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 and       Management  No Action
      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 the      Management  No Action
      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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  73
The Gabelli Asset Fund

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          Management  Abstain  Against
      COMPENSATION ("SAY-ON-PAY")
  03  NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF   Management  Abstain  Against
      SAY-ON-PAY VOTES
  04  RATIFICATION OF APPOINTMENT OF INDEPENDENT      Management  For      For
      REGISTERED PUBLIC 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



                                                                                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        Management   Abstain  Against
      COMPENSATION.
  03  RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF    Management   Abstain  Against
      ADVISORY VOTES ON THE COMPANY'S EXECUTIVE
      COMPENSATION.
  04  REAPPROVAL OF MATERIAL TERMS FOR PERFORMANCE-       Management   For      For
      BASED AWARDS UNDER THE MOTOROLA SOLUTIONS
      OMNIBUS INCENTIVE PLAN OF 2006.
  05  RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE  Management   For      For
      COMPANY'S 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       Management   Abstain  Against
      EXECUTIVE COMPENSATION.
  04  RATIFICATION OF THE APPOINTMENT OF DELOITTE &      Management   For      For
      TOUCHE LLP AS 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         Shareholder  Against  For
      MEETINGS.
  09  INDEPENDENT CHAIRMAN.                              Shareholder  Against  For



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  74
The Gabelli Asset Fund

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                   Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.         Management   Abstain  Against
  04  ADVISORY VOTE ON FREQUENCY OF ADVISORY           Management   Abstain  Against
      EXECUTIVE COMPENSATION VOTE.
  05  SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE      Shareholder  Against  For
      VOTING FOR DIRECTORS.
  06  SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF  Shareholder  Against  For
      SPECIAL SHAREHOLDER MEETINGS.


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       Management  For      For
      STATUTORY ACCOUNTS AND THE RELATED REPORTS OF
      THE DIRECTORS AND AUDITORS
  03  APPOINT ERNST & YOUNG LLP AS OUR INDEPENDENT      Management  For      For
      AUDITORS FOR THE YEAR ENDING 12/31/2011
  04  TO APPROVE THE 2011 OMNIBUS INCENTIVE             Management  Against  Against
      COMPENSATION PLAN
  05  TO APPROVE ON AN ADVISORY BASIS, THE              Management  Abstain  Against
      COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
      OFFICERS
  06  TO RECOMMEND ON AN ADVISORY BASIS THE FREQUENCY   Management  Abstain  Against
      OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
  07  TO AUTHORIZE ANY SUBSIDIARY OF THE COMPANY TO     Management  For      For
      MAKE MARKET PURCHASES OF COMPANY SHARES
  08  TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY  Management  For      For
      SHARES


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     Management   For      For
      INDEPENDENT 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     Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  THE SHAREHOLDER PROPOSAL REGARDING DISH          Shareholder  Against  For
      NETWORK CORPORATION'S DUAL CLASS CAPITAL
      STRUCTURE.
  06  TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY  Management   For      For
      COME BEFORE THE ANNUAL MEETING OR ANY
      ADJOURNMENT THEREOF.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  75
The Gabelli Asset Fund

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                         Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
      YEAR 2011.
  03  APPROVAL OF NON-BINDING RESOLUTION REGARDING      Management  Abstain  Against
      EXECUTIVE COMPENSATION.
  04  ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE       Management  Abstain  Against
      COMPENSATION ADVISORY VOTES.


TRINITY INDUSTRIES, INC.

SECURITY         896522109         MEETING TYPE    Annual
TICKER SYMBOL    TRN               MEETING DATE    02-May-2011
ISIN             US8965221091      AGENDA          933400501 - Management



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------  ----------  ------   -----------
                                                                 
  01  DIRECTOR                                          Management
      1 JOHN L. ADAMS                                               For      For
      2 RHYS J. BEST                                                For      For
      3 DAVID W. BIEGLER                                            For      For
      4 LELDON E. ECHOLS                                            For      For
      5 RONALD J. GAFFORD                                           For      For
      6 RONALD W. HADDOCK                                           For      For
      7 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        Management  Abstain  Against
      VOTES ON EXECUTIVE COMPENSATION.
  04  TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP  Management  For      For
      AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR FISCAL YEAR ENDING DECEMBER 31, 2011.


VOLKSWAGEN A G

SECURITY         D94523145         MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      MEETING DATE    03-May-2011
ISIN             DE0007664005      AGENDA          702841873 - Management



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
      PLEASE NOTE THAT VOTING INSTRUCTIONS HAVE TO BE                       Non-Voting
      RECEIVED IN WRITTEN FORM FOR V-OTING RIGHTS TO BE
      EXERCISED AT THIS MEETING. IF YOU WISH TO VOTE,
      PLEASE EMAI-L
      GERMANMARKET.QUERIES@BROADRIDGE.COM TO
      REQUEST THE NECESSARY FORMS. WHEN REQ-UESTING
      FORMS, PLEASE STATE YOUR PROXYEDGE INSTITUTION ID
      TO MAKE SURE YOU REC-EIVE THE CORRECT
      DOCUMENTATION FOR YOUR ACCOUNTS. IF YOU ONLY
      WANT TO VOTE A S-UBSET OF YOUR ACCOUNTS, PLEASE
      LIST ALL ACCOUNTS TO BE VOTED IN ADDITION TO YO-UR
      PROXYEDGE ID. VOTES INPUT INTO PROXYEDGE WILL BE
      RECORDED FOR RECORD KEEPIN-G PURPOSES BUT WILL
      NOT BE PROCESSED. PLEASE NOTE THAT THE ORIGINAL
      COMPLETED-PROXY FORM MUST BE RETURNED TO THE
      RESPECTIVE SUB CUSTODIAN BY THE DEADLINE AS-
      INDICATED ON THE PROXY FORM. PLEASE NOTE THAT THE
      VOTE ENTITLEMENT IS DETERMI-NED BY THE RECORD
      DATE. PLEASE NOTE THAT BROADRIDGE WILL PROVIDE
      THE PROXY FOR-MS VIA EMAIL AS EARLY AS RECORD
      DATE, 12.04.2011, TO ENABLE YOU TO LIST ONLY T-HE
      VOTE ENTITLED SHARE AMOUNT ON THE PROXY FORM.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  76
The Gabelli Asset Fund



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
      ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC                          Non-Voting
      CONFLICTS OF 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). SHOULD YOU HAVE ANY
      QUESTIONS OR-DOUBTS IN THIS REGARD, PLEASE
      CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO T-
      HAT THIS ISSUE CAN BE CLARIFIED. IF YOU DO NOT HAVE
      ANY INDICATION REGARDING S-UCH CONFLICT OF
      INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
      PLEASE SUBMIT YOUR-VOTE AS USUAL. THANK YOU.
      PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS                        Non-Voting
      MEETING IS  12.04.2011, 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                              Non-Voting
      18.04.2011. FURTHER INFORMATION ON CO-UNTER
      PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S
      WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION
      OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-
      MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND
      VOTE YOUR SHARES DIRECTLY AT-THE COMPANY'S
      MEETING.
  1.  Presentation of the adopted annual financial statements, the          Non-Voting
      approved consolid-ated financial statements, the management
      report and the Group management repo-rt for the year ended
      December 31, 2010, together with the Report by the Super-visory
      Board on fiscal year 2010 as well as the explanatory report by the
      Boar-d of Management on the information in accordance with
      sections 289(4) and 315(-4) of the Handelsgesetzbuch (HGB -
      German Commercial Code) and the report in a-ccordance with
      section 289(5) of the HGB
  2.  Resolution on the appropriation of net profit of Volkswagen           Management  For   For
      Aktiengesellschaft
 3.1  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Martin Winterkorn
 3.2  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Francisco Javier
      Garcia Sanz
 3.3  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Jochem Heizmann
 3.4  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Christian Klingler
 3.5  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Michael Macht (as
      of 01.10.2010)
 3.6  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Horst Neumann
 3.7  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Hans Dieter
      Poetsch
 3.8  Resolution on formal approval of the actions of the members of        Management  For   For
      the Board of Management for fiscal year 2010: Rupert Stadler
 4.1  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Ferdinand K. Piech
 4.2  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Berthold Huber (as of
      25.05.2010)
 4.3  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Hussain Ali Al-Abdulla
      (as of 22.04.2010)
 4.4  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Joerg Bode
 4.5  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Michael Frenzel
 4.6  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Babette Froehlich
 4.7  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Hans Michael Gaul
 4.8  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Juergen Grossmann
 4.9  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Peter Jacobs
4.10  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: David McAllister (as of
      01.07.2010)
4.11  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Hartmut Meine
4.12  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Peter Mosch
4.13  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Roland Oetker (up to
      22.04.2010)
4.14  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Bernd Osterloh
4.15  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Juergen Peters (up to
      01.05.2010)
4.16  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Hans Michel Piech
4.17  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Ferdinand Oliver
      Porsche
4.18  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Wolfgang Porsche
4.19  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Wolfgang Ritmeier




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  77
The Gabelli Asset Fund



                                                                                              FOR/AGAINST
ITEM  PROPOSAL                                                              TYPE        VOTE  MANAGEMENT
----  --------------------------------------------------------------------  ----------  ----  -----------
                                                                                  
4.20  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Heinrich Soefjer (up to
      15.05.2010)
4.21  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Juergen Stumpf
4.22  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Bernd Wehlauer
4.23  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Christian Wulff (up to
      30.06.2010)
4.24  Resolution on formal approval of the actions of the members of        Management  For   For
      the Supervisory Board for fiscal year 2010: Thomas Zwiebler (as
      of 15.05.2010)
 5.1  Election of members of the Supervisory Board: Ms Annika               Management  For   For
      Falkengren
 5.2  Election of members of the Supervisory Board: Mr Khalifa Jassim       Management  For   For
      Al-Kuwari
  6.  Resolution on the creation of authorized capital and the              Management  For   For
      corresponding amendment to the Articles of Association
  7.  Resolution on the authorization to purchase and utilize own           Management  For   For
      shares
  8.  Resolution on the approval of intercompany agreement                  Management  For   For
  9.  Amendment to the Articles of Association                              Management  For   For
 10.  Appointment of auditors for the 2011 financial year:                  Management  For   For
      PricewaterhouseCoopers AG, Hannover


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         Management  For      For
      PRICEWATERHOUSECOOPERS 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    Management  Abstain  Against
      COMPANYS NAMED EXECUTIVE OFFICERS.
   4  AN ADVISORY VOTE ON THE FREQUENCY OF THE       Management  Abstain  Against
      ADVISORY VOTE ON THE COMPENSATION OF THE
      COMPANYS NAMED EXECUTIVE OFFICERS.


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     Management  For      For
      ACCOUNTING FIRM
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION           Management  Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE       Management  Abstain  Against
      COMPENSATION 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  Management  For      For
      CLASSIFIED BOARD AND PROVIDE FOR THE ANNUAL
      ELECTION OF DIRECTORS


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-  Management  For      For
      YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
      2014: DEBORAH DUNSIRE, M.D.
  1B  ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE-  Management  For      For
      YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
      2014: TREVOR M. JONES PH.D.
  1C  ELECTION OF CLASS I DIRECTOR TO SERVE FOR THREE-  Management  For      For
      YEAR UNTIL ANNUAL MEETING OF STOCK HOLDERS IN
      2014: LOUIS J. LAVIGNE, JR.
  02  RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS    Management  For      For
      OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR FISCAL YEAR 2011
  03  ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED    Management  Abstain  Against
      EXECUTIVE OFFICERS
  04  ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY     Management  Abstain  Against
      VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
      OFFICERS




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  78
The Gabelli Asset Fund



                                                                             FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------  ----------  -------  -----------
                                                                 
  05  APPROVE THE ALLERGAN, INC. 2011 EXECUTIVE BONUS   Management  For      For
      PLAN
  06  APPROVE THE ALLERGAN, INC. 2011 INCENTIVE AWARD   Management  Against  Against
      PLAN
  07  APPROVE THE AMENDMENT AND RESTATEMENT OF OUR      Management  For      For
      AMENDED AND RESTATED CERTIFICATE OF
      INCORPORATION TO DECLASSIFY OUR BOARD 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                     Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      2011.
  03  ADVISORY VOTE ON THE COMPENSATION PAID TO THE  Management  Abstain  Against
      COMPANY'S EXECUTIVE OFFICERS IN 2010.
  04  ADVISORY VOTE ON THE FREQUENCY OF FUTURE       Management  Abstain  Against
      EXECUTIVE 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
      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  Management  Abstain  Against
      OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
  04  APPROVAL OF THE AMENDED LONG-TERM INCENTIVE       Management  For      For
      PLAN.
  05  RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE  Management  For      For
      LLP AS THE COMPANY'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTANTS FOR 2011.


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,  Management  Abstain  Against
      NON-BINDING BASIS, THE COMPENSATION OF OUR NAMED
      EXECUTIVE OFFICERS.
  03  TO VOTE ON A PROPOSAL TO SELECT, ON AN ADVISORY,   Management  Abstain  Against
      NON-BINDING BASIS, THE FREQUENCY OF THE
      SHAREHOLDER VOTE ON THE COMPENSATION OF OUR
      NAMED EXECUTIVE OFFICER.
  04  TO CONSIDER AND APPROVE THE RECOMMENDATION OF      Management  For      For
      THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS
      THAT ERNST & YOUNG LLP BE APPOINTED AS OUR
      INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2011 AND TO REFER THE DETERMINATION
      OF THE INDEPENDENT AUDITORS REMUNERATION TO THE
      AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  79
The Gabelli Asset Fund

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
  1L  ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D.        Management   For      For
  02  RATIFICATION OF THE APPOINTMENT OF INDEPENDENT   Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM
  03  ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED   Management   Abstain  Against
      EXECUTIVE OFFICERS
  04  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY   Management   Abstain  Against
      VOTE ON THE 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


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   Management  For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR 2011.
  03  TO CAST AN ADVISORY VOTE ON EXECUTIVE          Management  Abstain  Against
      COMPENSATION.
  04  TO CAST AN ADVISORY VOTE ON THE FREQUENCY OF   Management  Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.


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   Management  For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.     Management  Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF FUTURE     Management  Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  APPROVAL OF PEABODY'S 2011 LONG-TERM EQUITY  Management  For      For
      INCENTIVE PLAN.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  80
The Gabelli Asset Fund

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
  02  PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO       Management   Abstain  Against
      APPROVE THE NAMED EXECUTIVES' COMPENSATION.
  03  ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE        Management   Abstain  Against
      ADVISORY VOTES REGARDING NAMED EXECUTIVES'
      COMPENSATION.
  04  PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS   Management   For      For
      INDEPENDENT AUDITORS FOR 2011.
  05  STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT         Shareholder  Against  For
      TO THE COMPANY'S 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      Shareholder  Against  For
      VOTING IN CONTESTED DIRECTOR ELECTIONS.
  07  STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF      Shareholder  Against  For
      A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.
  08  STOCKHOLDER PROPOSAL REGARDING AN ADVISORY          Shareholder  Against  For
      VOTE ON DIRECTOR COMPENSATION.
  09  STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION     Shareholder  Against  For
      AND REPORT ON 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   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     Management  Abstain  Against
      OF EXECUTIVE COMPENSATION VOTES.
  05  TO APPROVE THE CINCINNATI BELL INC. 2011 SHORT-TERM  Management  For      For
      INCENTIVE 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        Management  Abstain  Against
      EXECUTIVES.
  03  ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY ON     Management  Abstain  Against
      PAY VOTES.
  04  RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP,  Management  For      For
      AS INDEPENDENT AUDITORS FOR FISCAL 2011.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  81
The Gabelli Asset 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     Management  For      For
      INDEPENDENT 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     Management  Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
  05  TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY  Management  For      For
      COME BEFORE THE ANNUAL MEETING OR ANY
      ADJOURNMENT THEREOF.


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,   Management  Abstain  Against
      INC. EXECUTIVE COMPENSATION.
  04  ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE          Management  Abstain  Against
      COMPENSATION ADVISORY VOTES.
  05  RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT     Management  For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.


EOG RESOURCES, INC.

SECURITY        26875P101         MEETING TYPE          Annual
TICKER SYMBOL   EOG               MEETING DATE          03-May-2011
ISIN            US26875P1012      AGENDA                933398516 - Management



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                           TYPE         VOTE     MANAGEMENT
----  -------------------------------------------------  -----------  -------  -----------
                                                                   
  1A  ELECTION OF DIRECTOR: GEORGE A. ALCORN             Management   For      For
  1B  ELECTION OF DIRECTOR: CHARLES R. CRISP             Management   For      For
  1C  ELECTION OF DIRECTOR: JAMES C. DAY                 Management   For      For
  1D  ELECTION OF DIRECTOR: MARK G. PAPA                 Management   For      For
  1E  ELECTION OF DIRECTOR: H. LEIGHTON STEWARD          Management   For      For
  1F  ELECTION OF DIRECTOR: DONALD F. TEXTOR             Management   For      For
  1G  ELECTION OF DIRECTOR: FRANK G. WISNER              Management   For      For
  02  TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE     Management   For      For
      LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS AUDITORS
      FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
      2011.
  03  TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION  Management   Abstain  Against
      OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
  04  TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY   Management   Abstain  Against
      OF HOLDING ADVISORY VOTES ON THE COMPENSATION
      OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
  05  STOCKHOLDER PROPOSAL CONCERNING ACCELERATED        Shareholder  Against  For
      VESTING OF EXECUTIVE OFFICER STOCK AWARDS UPON A
      CHANGE OF CONTROL, IF PROPERLY PRESENTED.
  06  STOCKHOLDER PROPOSAL CONCERNING CORPORATE          Shareholder  Against  For
      POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED.


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     Management  Abstain  Against
      THE COMPENSATION OF THE COMPANY'S NAMED
      EXECUTIVE OFFICERS.
  03  APPROVAL OF A NON-BINDING RESOLUTION TO             Management  Abstain  Against
      DETERMINE THE FREQUENCY (EVERY 1, 2 OR 3 YEARS) OF
      FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  82
The Gabelli Asset Fund

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 shares of         Management  For   For
      the Company
  12  The directors be generally and unconditionally authorised to allot        Management  For   For
      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 to          Management  For   For
      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
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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  83
The Gabelli Asset Fund



                                                                                                  FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE        VOTE  MANAGEMENT
----  ------------------------------------------------------------------------  ----------  ----  -----------
                                                                                      
CONT  CONTD above the average of the middle market quotations                   Non-Voting
      shown 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 75            Management  For   For
      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


WEIR GROUP PLC, GLASGOW

SECURITY         G95248137         MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      MEETING DATE    04-May-2011
ISIN             GB0009465807      AGENDA          702898935 - Management



                                                                                            FOR/AGAINST
ITEM  PROPOSAL                                                            TYPE        VOTE  MANAGEMENT
----  ------------------------------------------------------------------  ----------  ----  -----------
                                                                                
   1  To receive and adopt the report and financial statements            Management  For   For
   2  To declare a dividend                                               Management  For   For
   3  To approve the Remuneration Report                                  Management  For   For
   4  To re-elect Lord Smith as a director                                Management  For   For
   5  To re-elect Keith Cochrane as a director                            Management  For   For
   6  To re-elect Michael Dearden as a director                           Management  For   For
   7  To re-elect Stephen King as a director                              Management  For   For
   8  To re-elect Richard Menell as a director                            Management  For   For
   9  To re-elect Alan Mitchelson as a director                           Management  For   For
  10  To re-elect John Mogford as a director                              Management  For   For
  11  To re-elect Lord Robertson as a director                            Management  For   For
  12  To re-elect Jon Stanton as a director                               Management  For   For
  13  To re-appoint Ernst and Young LLP as auditors                       Management  For   For
  14  To authorise the directors to fix the remuneration of the auditors  Management  For   For
  15  To renew the directors' general power to allot shares               Management  For   For
  16  To disapply the statutory pre-emption provisions                    Management  For   For
  17  To renew the Company's authority to purchase its own shares         Management  For   For
  18  To reduce the notice period for general meetings                    Management  For   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       Management  For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.
  03  ADVISORY VOTE ON THE COMPENSATION OF THE         Management  Abstain  Against
      COMPANY'S NAMED 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   Management  Abstain  Against
      VOTE ON THE COMPENSATION OF THE COMPANY'S NAMED
      EXECUTIVE OFFICERS.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  84
The Gabelli Asset Fund

METTLER-TOLEDO INTERNATIONAL INC.

SECURITY         592688105        MEETING TYPE      Annual
TICKER SYMBOL    MTD              MEETING DATE      04-May-2011
ISIN             US5926881054     AGENDA            933384024 - Management



                                                                           FOR/AGAINST
ITEM  PROPOSAL                                        TYPE        VOTE     MANAGEMENT
----  ----------------------------------------------  ----------  -------  -----------
                                                               
  1A  ELECTION OF DIRECTOR: ROBERT F. SPOERRY         Management  For      For
  1B  ELECTION OF DIRECTOR: WAH-HUI CHU               Management  For      For
  1C  ELECTION OF DIRECTOR: FRANCIS A. CONTINO        Management  For      For
  1D  ELECTION OF DIRECTOR: OLIVIER A. FILLIOL        Management  For      For
  1E  ELECTION OF DIRECTOR: MICHAEL A. KELLY          Management  For      For
  1F  ELECTION OF DIRECTOR: MARTIN D. MADAUS          Management  For      For
  1G  ELECTION OF DIRECTOR: HANS ULRICH MAERKI        Management  For      For
  1H  ELECTION OF DIRECTOR: GEORGE M. MILNE           Management  For      For
  1I  ELECTION OF DIRECTOR: THOMAS P. SALICE          Management  For      For
  02  APPROVAL OF INDEPENDENT REGISTERED PUBLIC       Management  For      For
      ACCOUNTING FIRM.
  03  APPROVAL OF THE POBS PLUS INCENTIVE SYSTEM FOR  Management  For      For
      GROUP MANAGEMENT.
  04  ADVISORY VOTE ON EXECUTIVE COMPENSATION.        Management  Abstain  Against
  05  ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY  Management  Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION.


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                                           For      For
      2 C. WILLIAM ZADEL                                             For      For
   2  TO RATIFY THE AUDIT COMMITTEE OF THE BOARD OF      Management  For      For
      DIRECTOR'S 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     Management  Abstain  Against
      REGARDING THE COMPENSATION OF THE COMPANY'S
      NAMED EXECUTIVE OFFICERS.
   4  TO CONSIDER AND ACT UPON AN ADVISORY VOTE ON THE   Management  Abstain  Against
      FREQUENCY AT 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.


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  Management   For      For
      COMPANY'S 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    Management   Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION
  05  ADOPTION OF STOCKHOLDER PROPOSAL REGARDING        Shareholder  Against  For
      SPECIAL MEETINGS
  06  ADOPTION OF STOCKHOLDER PROPOSAL REGARDING        Shareholder  Against  For
      CUMULATIVE VOTING


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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  85
The Gabelli Asset Fund



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                           TYPE         VOTE     MANAGEMENT
----  -------------------------------------------------  -----------  -------  -----------
                                                                   
  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        Management   Abstain  Against
      COMPENSATION.
  03  RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF   Management   Abstain  Against
      EXECUTIVE COMPENSATION VOTES.
  04  APPROVAL OF INDEPENDENT REGISTERED PUBLIC          Management   For      For
      ACCOUNTANTS FOR FISCAL YEAR 2011.
  05  APPROVAL OF AMENDMENT TO ARTICLES OF               Management   For      For
      INCORPORATION TO IMPLEMENT MAJORITY VOTING FOR
      DIRECTORS IN UNCONTESTED ELECTIONS.
  06  SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL       Shareholder  Against  For
      SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63)
  07  SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS     Shareholder  Against  For
      REPORT (PROXY 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
      9 CHARLES R. WILLIAMSON                                         For      For
      10 CHARLES M. WINOGRAD                                          For      For
  02  APPOINTMENT OF ERNST & YOUNG, LLP, CHARTERED        Management  For      For
      ACCOUNTANTS, AS AUDITOR OF THE COMPANY FOR THE
      ENSUING YEAR.
  03  A RESOLUTION APPROVING THE AMENDMENT AND            Management  Against  Against
      RESTATEMENT OF THE 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       Management  For      For
      TO EXECUTIVE COMPENSATION. PLEASE READ THE
      RESOLUTION IN FULL IN THE ACCOMPANYING
      MANAGEMENT PROXY CIRCULAR.


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   Management  Abstain  Against
      APPROVING EXECUTIVE COMPENSATION
  03  APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL   Management  Abstain  Against
      REGARDING THE FREQUENCY OF EXECUTIVE
      COMPENSATION VOTES
  04  RATIFICATION OF THE APPOINTMENT OF             Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM


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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  86
The Gabelli Asset Fund



                                                                     FOR/AGAINST
ITEM  PROPOSAL                                  TYPE        VOTE     MANAGEMENT
----  ----------------------------------------  ----------  -------- -----------
                                                         
      10 WILLIAM P. POWELL                                  For      For
      11 JOSEPH T. WILLIAMS                                 For      For
  02  RATIFICATION OF ANTICIPATED SELECTION OF  Management  For      For
      INDEPENDENT AUDITOR: ERNST & YOUNG LLP.
  03  ADVISORY VOTE ON EXECUTIVE COMPENSATION.  Management  Abstain  Against
  04  ADVISORY VOTE ON THE FREQUENCY OF FUTURE  Management  Abstain  Against
      ADVISORY VOTES ON 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
  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      Management  For      For
      DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED
      PUBLIC ACCOUNTANT FOR 2011.
  03  APPROVAL OF THE UNITRIN, INC. 2011 OMNIBUS EQUITY  Management  Against  Against
      PLAN.
  04  ADVISORY VOTE ON NAMED EXECUTIVE OFFICER           Management  Abstain  Against
      COMPENSATION.
  05  ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY      Management  Abstain  Against
      VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.


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      Management  For      For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR FISCAL YEAR 2011.
  03  TO CONSIDER AND ACT UPON A PROPOSAL OF THE BOARD  Management  For      For
      OF DIRECTORS 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     Management  Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  05  TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE   Management  Abstain  Against
      FREQUENCY OF 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,           Management  For   For
      CHARTERED ACCOUNTANTS, AS AUDITORS OF THE
      COMPANY FOR THE ENSUING YEAR AND TO AUTHORIZE
      THE DIRECTORS TO FIX THEIR REMUNERATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  87
The Gabelli Asset Fund



                                                                          FOR/AGAINST
ITEM  PROPOSAL                                          TYPE        VOTE  MANAGEMENT
----  ------------------------------------------------  ----------  ----  -----------
                                                              
  03  TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS,  Management  For   For
      WITH OR 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,  Management  For   For
      WITH OR 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,  Management  For   For
      AN ADVISORY RESOLUTION ON KINROSS' APPROACH TO
      EXECUTIVE COMPENSATION.


REGAL ENTERTAINMENT GROUP

SECURITY         758766109         MEETING TYPE    Annual
TICKER SYMBOL    RGC               MEETING DATE    04-May-2011
ISIN             US7587661098      AGENDA          933429133 - Management



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----  --------------------------------------------------  ----------  -------  ---------
                                                                   
  01  DIRECTOR                                            Management
      1 STEPHEN A. KAPLAN                                             For      For
      2 JACK TYRRELL                                                  For      For
      3 NESTOR R. WEIGAND JR.                                         For      For
  02  APPROVAL, ON AN ADVISORY BASIS, OF THE              Management  Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  03  RECOMMENDATION, ON AN ADVISORY BASIS, OF THE        Management  Abstain  Against
      FREQUENCY AT WHICH TO HOLD FUTURE ADVISORY
      VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.
  04  RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF  Management  For      For
      KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      DECEMBER 29, 2011.


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' remuneration  Management  For   For
  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


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       Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM
  03  ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION  Management   Abstain  Against
  04  ADVISORY VOTE RELATED TO FUTURE VOTES ON         Management   Abstain  Against
      EXECUTIVE 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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  88
The Gabelli Asset Fund

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    Management   For      For
      ENERGY 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    Management   Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION
  05  SHAREHOLDER PROPOSAL RELATING TO PREPARATION     Shareholder  Against  For
      OF A REPORT ON DUKE ENERGY CORPORATION'S GLOBAL
      WARMING-RELATED LOBBYING ACTIVITIES
  06  SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE OF   Shareholder  Against  For
      A REPORT ON THE FINANCIAL RISKS OF CONTINUED
      RELIANCE ON COAL
  07  SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT      Shareholder  Against  For
      TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE
      MAJORITY VOTING FOR THE ELECTION OF DIRECTORS


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             Management  Abstain  Against
      EXECUTIVE 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 &      Management  For      For
      TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM TO AUDIT THE CHURCH & DWIGHT CO.,
      INC. 2011 CONSOLIDATED FINANCIAL STATEMENTS.


STARWOOD HOTELS & RESORTS WORLDWIDE

SECURITY         85590A401         MEETING TYPE    Annual
TICKER SYMBOL    HOT               MEETING DATE    05-May-2011
ISIN             US85590A4013      AGENDA          933390421 - Management



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------  ----------  -------  -----------
                                                                  
  01  DIRECTOR                                           Management
      1 ADAM ARON                                                    For      For
      2 CHARLENE BARSHEFSKY                                          For      For
      3 THOMAS CLARKE                                                For      For
      4 CLAYTON DALEY, JR.                                           For      For
      5 BRUCE DUNCAN                                                 For      For
      6 LIZANNE GALBREATH                                            For      For
      7 ERIC HIPPEAU                                                 For      For
      8 STEPHEN QUAZZO                                               For      For
      9 THOMAS RYDER                                                 For      For
      10 FRITS VAN PAASSCHEN                                         For      For
      11 KNEELAND YOUNGBLOOD                                         For      For
  02  TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS  Management  For      For
      THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2011.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  89
The Gabelli Asset Fund



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------  ----------  -------  -----------
                                                                  
  03  RESOLVED, THAT THE COMPANY STOCKHOLDERS            Management  Abstain  Against
      APPROVE, ON AN 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   Management  Abstain  Against
      OF EXECUTIVE COMPENSATION VOTES.


ECOLAB INC.

SECURITY         278865100         MEETING TYPE    Annual
TICKER SYMBOL    ECL               MEETING DATE    05-May-2011
ISIN             US2788651006      AGENDA          933392045 - Management



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                           TYPE         VOTE     MANAGEMENT
----  -------------------------------------------------  -----------  -------  -----------
                                                                   
  1A  ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR.        Management   For      For
  1B  ELECTION OF DIRECTOR: BARBARA J. BECK              Management   For      For
  1C  ELECTION OF DIRECTOR: JERRY W. LEVIN               Management   For      For
  1D  ELECTION OF DIRECTOR: ROBERT L. LUMPKINS           Management   For      For
  02  RATIFICATION OF APPOINTMENT OF INDEPENDENT         Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.
  03  APPROVE AMENDMENTS TO THE ECOLAB STOCK             Management   For      For
      PURCHASE PLAN.
  04  ADVISORY VOTE ON APPROVAL OF THE COMPENSATION      Management   Abstain  Against
      OF EXECUTIVES DISCLOSED IN THE PROXY STATEMENT.
  05  ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management   Abstain  Against
      STOCKHOLDER ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.
  06  STOCKHOLDER PROPOSAL REQUESTING THE BOARD OF       Shareholder  Against  For
      DIRECTORS TO ADOPT A POLICY ON THE HUMAN RIGHT TO
      WATER.
  07  STOCKHOLDER PROPOSAL REQUESTING THE BOARD OF       Shareholder  Against  For
      DIRECTORS TO TAKE ACTION TO ELIMINATE SUPER-
      MAJORITY VOTING.


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    Management  Abstain  Against
      EXECUTIVE COMPENSATION.
  03  TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF  Management  Abstain  Against
      FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE
      COMPENSATION.
  04  TO RATIFY THE SELECTION OF                         Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE 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   Management  Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.
  04  RATIFICATION OF THE APPOINTMENT OF INDEPENDENT  Management  For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.
  05  APPROVE AMENDMENTS TO OUR RESTATED CERTIFICATE  Management  For      For
      OF INCORPORATION AND BY-LAWS.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  90
The Gabelli Asset Fund

KANSAS CITY SOUTHERN

SECURITY         485170302         MEETING TYPE    Annual
TICKER SYMBOL    KSU               MEETING DATE    05-May-2011
ISIN             US4851703029      AGENDA          933395180 - Management



                                                                               FOR/AGAINST
ITEM  PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------   ----------  -------  -----------
                                                                   
  01  DIRECTOR                                            Management
      1 HENRY R. DAVIS                                                For      For
      2 ROBERT J. DRUTEN                                              For      For
      3 RODNEY E. SLATER                                              For      For
  02  RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF  Management  For      For
      KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2011.
  03  APPROVAL OF THE KANSAS CITY SOUTHERN ANNUAL         Management  For      For
      INCENTIVE PLAN FOR PURPOSES OF INTERNAL REVENUE
      CODE SECTION 162(M).
  04  ADVISORY (NON-BINDING) VOTE APPROVING THE 2010      Management  Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  05  ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF     Management  Abstain  Against
      THE NON-BINDING ADVISORY VOTE ON COMPENSATION OF
      OUR NAMED EXECUTIVE OFFICERS.


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        Management  For     For
      OUR 2006 OMNIBUS INCENTIVE PLAN.
  04  TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE        Management  For     For
      COMPENSATION.
  05  TO RECOMMEND, ON AN ADVISORY BASIS, WHETHER WE     Management  1 Year  For
      WILL HAVE FUTURE ADVISORY VOTES REGARDING OUR
      EXECUTIVE COMPENSATION EVERY ONE YEAR, EVERY
      TWO YEARS OR EVERY THREE YEARS.


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  Non-Voting
      FOR THIS 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


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 the   Management  For   For
      year ended December 31, 2010
   2  To approve the Director's remuneration report for the year ended    Management  For   For
      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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  91
The Gabelli Asset Fund



                                                                                            FOR/AGAINST
ITEM  PROPOSAL                                                            TYPE        VOTE  MANAGEMENT
----  ------------------------------------------------------------------  ----------  ----  -----------
                                                                                
   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 less     Management  For   For
      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


PORTUGAL TELECOM SGPS S A

SECURITY         X6769Q104         MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      MEETING DATE    06-May-2011
ISIN             PTPTC0AM0009      AGENDA          702929425 - Management



                                                                                                FOR/AGAINST
ITEM  PROPOSAL                                                                TYPE        VOTE  MANAGEMENT
----  ----------------------------------------------------------------------  ----------  ----  -----------
                                                                                    
CMMT  PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS                          Non-Voting
      REQUIRES THE DISCLOSURE OF-BENEFICIAL OWNER
      INFORMATION, THROUGH DECLARATIONS OF
      PARTICIPATION AND-VOTING. BROADRIDGE WILL
      DISCLOSE THE BENEFICIAL OWNER INFORMATION FOR
      YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE
      LAW DOES NOT PERMIT BENEFICIAL-OWNERS TO VOTE
      INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING
      VOTES MAY BE-REJECTED SUMMARILY BY THE COMPANY
      HOLDING THIS BALLOT. PLEASE CONTACT YOUR-CLIENT
      SERVICE REPRESENTATIVE FOR FURTHER DETAILS.
CMMT  PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                           Non-Voting
      REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23
      MAY 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
      WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
      IS AMENDED. THANK YOU.
   1  To resolve on the management report, balance sheet and                  Management  For   For
      accounts for the year 2010
   2  To resolve on the consolidated management report, balance sheet         Management  For   For
      and accounts for the year 2010
   3  To resolve on the proposal for application of profits                   Management  For   For
   4  To resolve on a general appraisal of the company's management           Management  For   For
      and supervision
   5  To resolve on an amendment to article 13 and article 17 of the          Management  For   For
      articles of association of the company
   6  To resolve on the acquisition and disposal of own shares                Management  For   For
   7  To resolve, pursuant to article 8, number 4, of the articles of         Management  For   For
      association, on the parameters applicable in the event of any
      issuance of bonds convertible into shares that may be resolved
      upon by the board of directors
   8  To resolve on the suppression of the pre-emptive right of               Management  For   For
      shareholders in the subscription of any issuance of convertible
      bonds as referred to under item 7 hereof as may be resolved upon
      by the board of directors
   9  To resolve on the issuance of bonds and other securities, of            Management  For   For
      whatever nature, by the board of directors, and notably on the
      fixing of the value of such securities, in accordance with articles 8,
      number 3 and 15, number 1, paragraph e), of the articles of
      association
  10  To resolve on the acquisition and disposal of own bonds and other       Management  For   For
      own securities
  11  To resolve on the statement of the compensation committee on            Management  For   For
      the remuneration policy for the members of the management and
      supervisory bodies of the company
  12  To resolve on the ratification of the appointment of new members        Management  For   For
      of the board of directors to complete the 2009-2011 term-of-office




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  92
The Gabelli Asset Fund

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           Management   Abstain  Against
      COMPENSATION VOTE
  05  ADOPT INTERNAL REVENUE CODE SECTION 162(M)        Management   For      For
      COMPLIANT ANNUAL CASH INCENTIVE COMPENSATION
      PLAN
  06  ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN    Management   For      For
      THE ARTICLES OF INCORPORATION - ARTICLE SEVENTH
      (FAIR PRICE PROTECTION)
  07  ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN    Management   For      For
      THE ARTICLES OF INCORPORATION - ARTICLE EIGHTH
      (DIRECTOR ELECTIONS)
  08  ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN    Management   For      For
      THE ARTICLES OF INCORPORATION - ARTICLE EIGHTH
      (REMOVAL OF DIRECTORS)
  09  SHAREHOLDER PROPOSAL - ACTION BY WRITTEN          Shareholder  Against  For
      CONSENT
  10  SHAREHOLDER PROPOSAL - DECLASSIFY THE BOARD       Shareholder  Against  For


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    Management  Abstain  Against
      NAMED EXECUTIVE 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      Management  Abstain  Against
      EXECUTIVE COMPENSATION.
  04  THE RATIFICATION OF KPMG LLP AS INDEPENDENT      Management  For      For
      REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL
      YEAR ENDING DECEMBER 31, 2011.


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             Management  For      For
      RESTATED 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         Management  Abstain  Against
      RELATING 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          Management  For      For
      SELECTION OF KPMG LLP AS AN INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE
      ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES FOR
      2011.


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
  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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  93
The Gabelli Asset Fund



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                          TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------  -----------  -------  -----------
                                                                  
  02  RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT  Management   For      For
      AUDITORS.
  03  ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION.   Management   Abstain  Against
  04  ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON    Management   Abstain
      EXECUTIVE COMPENSATION.
  05  REPORT ON POLITICAL EXPENDITURES AND SPENDING     Shareholder  Against  For
      PROCESSES.
  06  REQUIRED NOMINATION OF DIRECTOR WITH              Shareholder  Against  For
      ENVIRONMENTAL EXPERTISE.


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 &  Management  For      For
      TOUCHE LLP AS THE COMPANY'S INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
  03  PROPOSAL TO APPROVE THE AMENDMENT TO THE          Management  For      For
      COMPANY'S INCENTIVE COMPENSATION PLAN.
  04  PROPOSAL TO APPROVE THE AMENDMENTS TO THE         Management  For      For
      COMPANY'S EMPLOYEE STOCK PURCHASE PLAN.
  05  PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON        Management  Abstain  Against
      EXECUTIVE COMPENSATION.
  06  PROPOSAL ON ADVISORY (NON-BINDING) VOTE ON        Management  Abstain  Against
      FREQUENCY OF 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   Management   Abstain  Against
      (SAY ON PAY)
  03  ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY      Management   Abstain  Against
  04  RATIFICATION OF THE APPOINTMENT OF                Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 2011
      FISCAL YEAR
  05  SHAREHOLDER PROPOSAL REGARDING CUMULATIVE         Shareholder  Against  For
      VOTING
  06  SHAREHOLDER PROPOSAL REGARDING SPECIAL            Shareholder  Against  For
      SHAREOWNER MEETINGS
  07  SHAREHOLDER PROPOSAL REGARDING EXECUTIVE          Shareholder  Against  For
      COMPENSATION AND LONG-TERM PERFORMANCE
  08  SHAREHOLDER PROPOSAL REGARDING A REPORT ON        Shareholder  Against  For
      SENIOR EXECUTIVE COMPENSATION
  09  SHAREHOLDER PROPOSAL REGARDING A REPORT ON        Shareholder  Against  For
      CLIMATE CHANGE RISK DISCLOSURE
  10  SHAREHOLDER PROPOSAL REGARDING A REPORT ON        Shareholder  Against  For
      POLITICAL CONTRIBUTIONS




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  94
The Gabelli Asset 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    Management  Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  03  ADVISORY VOTE ON THE FREQUENCY OF HOLDING       Management  Abstain  Against
      FUTURE ADVISORY VOTES TO APPROVE THE
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
  04  PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &   Management  For      For
      YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR
      ENDING DECEMBER 31, 2011.


COCA-COLA HBC S.A.

SECURITY         1912EP104         MEETING TYPE    Annual
TICKER SYMBOL    CCH               MEETING DATE    06-May-2011
ISIN             US1912EP1042      AGENDA          933426062 - Management



                                                                                   FOR/AGAINST
ITEM  PROPOSAL                                                TYPE        VOTE     MANAGEMENT
----  ------------------------------------------------------  ----------  -------  -----------
                                                                       
  01  SUBMISSION AND RECITAL OF THE MANAGEMENT REPORT         Management  For   For
      BY THE BOARD OF DIRECTORS AND OF THE AUDIT
      CERTIFICATE BY THE COMPANY'S STATUTORY AUDITOR-
      ACCOUNTANT ON THE COMPANY'S FINANCIAL
      STATEMENTS AND ACTIVITIES FOR THE FISCAL YEAR
      WHICH ENDED ON 31.12.2010.
  02  SUBMISSION AND APPROVAL OF THE COMPANY'S ANNUAL         Management  For   For
      FINANCIAL STATEMENTS FOR THE FISCAL YEAR WHICH
      ENDED ON 31.12.2010 AND OF THE COMPANY'S
      CONSOLIDATED FINANCIAL STATEMENTS.
  03  DISCHARGE OF THE MEMBERS OF THE BOARD OF                Management  For   For
      DIRECTORS AND OF THE STATUTORY AUDITORS OF THE
      COMPANY FROM ANY LIABILITY FOR THEIR ACTIVITY
      DURING THE FISCAL YEAR ENDED ON 31.12.2010
  04  APPROVAL OF THE REMUNERATION OF THE MEMBERS OF          Management  For   For
      THE BOARD OF DIRECTORS FOR THEIR PARTICIPATION IN
      THE MEETINGS OF THE BOARD OF DIRECTORS AND FOR
      THEIR SERVICES TO THE COMPANY FOR THE FISCAL YEAR
      2010 AND PRE-APPROVAL OF REMUNERATION FOR THE
      FISCAL YEAR 2011.
  05  ELECTION OF STATUTORY AUDITORS FOR THE FISCAL           Management  For   For
      YEAR 2011 (1.1.2011 - 31.12.2011) AND DETERMINATION OF
      THEIR FEES.
  06  APPROVAL OF THE FINANCIAL RESULTS FOR THE FISCAL        Management  For   For
      YEAR 2010.
  07  APPROVAL OF ELECTION OF A NEW MEMBER OF THE             Management  For   For
      BOARD OF DIRECTORS IN REPLACEMENT OF A MEMBER
      WHO RESIGNED.
  08  ELECTION OF THE BOARD OF DIRECTORS DUE TO EXPIRY        Management  For   For
      OF ITS TERM.
  09  INCREASE OF THE COMPANY'S SHARE CAPITAL THROUGH         Management  For   For
      CAPITALIZATION OF RESERVES AND THE SIMULTANEOUS
      INCREASE IN THE NOMINAL VALUE OF ITS SHARES.
  10  DECREASE OF THE COMPANY'S SHARE CAPITAL THROUGH         Management  For   For
      A REDUCTION OF THE NOMINAL VALUE OF ITS SHARES
      AND RETURN OF THE AMOUNT OF THE CAPITAL
      REDUCTION TO ITS SHAREHOLDERS IN CASH. GRANTING
      OF THE NECESSARY AUTHORISATION TO THE COMPANY'S
      BOARD OF DIRECTORS IN CONNECTION WITH THE RETURN
      OF THE AMOUNT OF THE CAPITAL REDUCTION TO THE
      SHAREHOLDERS IN CASH, THE DETERMINATION OF THE
      EX-RIGHTS DATE, THE RECORD DATE, AS WELL AS THE
      DATE OF COMMENCEMENT OF PAYMENT OF THE CAPITAL
      RETURN AMOUNT.
  11  AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF               Management  For   For
      ASSOCIATION AND CODIFICATION OF THE ARTICLES OF
      ASSOCIATION.


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        Management  Abstain  Against
      COMPENSATION.
  03  ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE        Management  Abstain  Against
      STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION.
  04  RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE  Management  For      For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR 2011.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                  95
The Gabelli Asset Fund

KERRY GROUP PLC

SECURITY         G52416107         MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      MEETING DATE    10-May-2011
ISIN             IE0004906560      AGENDA          702954163 - Management



                                                                                                FOR/AGAINST
ITEM  PROPOSAL                                                             TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------------------------  ----------  -------  -----------
                                                                                    
   1  Report and Accounts                                                  Management  For   For
   2  Declaration of Dividend                                              Management  For   For
 3A1  Re-election of Mr. Kieran Breen (in accordance with Article 102)     Management  For   For
 3A2  Re-election of Mr. Patrick Flahive (in accordance with Article 102)  Management  For   For
 3B1  Re-election of Mr. Denis Buckley (in accordance with Combined        Management  For   For
      Code)
 3B2  Re-election of Mr. Gerry Behan (in accordance with Combined          Management  For   For
      Code)
 3B3  Re-election of Mr. Denis Carroll (in accordance with Combined        Management  For   For
      Code)
 3B4  Re-election of Mr. Michael Dowling (in accordance with Combined      Management  For   For
      Code)
 3B5  Re-election of Mr. Michael Fleming (in accordance with Combined      Management  For   For
      Code)
 3B6  Re-election of Mr. Noel Greene (in accordance with Combined          Management  For   For
      Code)
 3B7  Re-election of Mr. Flor Healy (in accordance with Combined           Management  For   For
      Code)
 3b8  Re-election of Mr. Kevin Kelly (in accordance with Combined          Management  For   For
      Code)
 3B9  Re-election of Mr. Stan McCarthy (in accordance with Combined        Management  For   For
      Code)
3B10  Re-election of Mr. Brian Mehigan (in accordance with Combined        Management  For   For
      Code)
3B11  Re-election of Mr. Gerard O Hanlon (in accordance with               Management  For   For
      Combined Code)
3B12  Re-election of Mr. Denis Wallis (in accordance with Combined         Management  For   For
      Code)
   4  Remuneration of Auditors                                             Management  For   For
   5  Ordinary Resolution (Remuneration Report)                            Management  For   For
   6  Ordinary Resolution (Section 20 Authority)                           Management  For   For
   7  Special Resolution (Disapplication Section 23)                       Management  For   For
   8  Special Resolution (To authorise the company to make market          Management  For   For
      purchases of its own shares)


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
  02  APPROVE, BY ADVISORY VOTE, EXECUTIVE             Management   Abstain  Against
      COMPENSATION
  03  RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY OF    Management   Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
  04  RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT      Management   For      For
      AUDITORS
  05  SHAREHOLDER PROPOSAL - CUMULATIVE VOTING         Shareholder  Against  For


WATERS CORPORATION

SECURITY         941848103         MEETING TYPE    Annual
TICKER SYMBOL    WAT               MEETING DATE    10-May-2011
ISIN             US9418481035      AGENDA          933392223 - Management



                                                                              FOR/AGAINST
ITEM  PROPOSAL                                           TYPE        VOTE     MANAGEMENT
----  -------------------------------------------------  ----------  -------  -----------
                                                                  
   1  DIRECTOR                                           Management
      1 JOSHUA BEKENSTEIN                                            For      For
      2 MICHAEL J. BERENDT, PHD                                      For      For
      3 DOUGLAS A. BERTHIAUME                                        For      For
      4 EDWARD CONARD                                                For      For
      5 LAURIE H. GLIMCHER, M.D                                      For      For
      6 CHRISTOPHER A. KUEBLER                                       For      For
      7 WILLIAM J. MILLER                                            For      For
      8 JOANN A. REED                                                For      For
      9 THOMAS P. SALICE                                             For      For
   2  TO RATIFY THE SELECTION OF                         Management  For      For
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
   3  TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE         Management  Abstain  Against
      COMPENSATION.
   4  TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF  Management  Abstain  Against
      EXECUTIVE COMPENSATION VOTES.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        96

CEPHALON, INC.

SECURITY           156708109            MEETING TYPE      Annual
TICKER SYMBOL      CEPH                 MEETING DATE      10-May-2011
ISIN               US1567081096         AGENDA            933394241 - Management



                                                                               FOR/AGAINST
ITEM   PROPOSAL                                         TYPE         VOTE      MANAGEMENT
----   -----------------------------------------------  ----------   --------  -----------
                                                                   
1A     ELECTION OF DIRECTOR: J. KEVIN BUCHI             Management   For       For
1B     ELECTION OF DIRECTOR: WILLIAM P. EGAN            Management   For       For
1C     ELECTION OF DIRECTOR: MARTYN D. GREENACRE        Management   For       For
1D     ELECTION OF DIRECTOR: CHARLES J. HOMCY, M.D.     Management   For       For
1E     ELECTION OF DIRECTOR: VAUGHN M. KAILIAN          Management   For       For
1F     ELECTION OF DIRECTOR: KEVIN E. MOLEY             Management   For       For
1G     ELECTION OF DIRECTOR: CHARLES A. SANDERS, M.D.   Management   For       For
1H     ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D.    Management   For       For
1I     ELECTION OF DIRECTOR: DENNIS L. WINGER           Management   For       For
02     APPROVAL OF AN AMENDMENT AND RESTATEMENT OF      Management   Against   Against
       THE 2011 EQUITY COMPENSATION PLAN.
03     RATIFICATION OF APPOINTMENT OF                   Management   For       For
       PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
       REGISTERED PUBLIC  ACCOUNTANTS FOR THE YEAR
       ENDING DECEMBER 31, 2011.
04     TO APPROVE AN ADVISORY RESOLUTION REGARDING      Management   Abstain   Against
       EXECUTIVE COMPENSATION.
05     TO VOTE ON AN ADVISORY BASIS REGARDING THE       Management   Abstain   Against
       FREQUENCY OF ADVISORY STOCKHOLDER VOTES
       REGARDING EXECUTIVE COMPENSATION.


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    Management    For      For
      LLP AS THE COMPANY'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM
3     AN ADVISORY RESOLUTION ON EXECUTIVE                 Management    Abstain  Against
      COMPENSATION (SAY-ON-PAY)
4     AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE         Management    Abstain  Against
      ADVISORY VOTES ON 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        Management    For       For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
       SPRINT NEXTEL FOR 2011.
03     TO APPROVE, BY A NON-BINDING ADVISORY VOTE, OUR     Management    Abstain   Against
       EXECUTIVE COMPENSATION.
04     TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE   Management    Abstain   Against
       FREQUENCY OF ADVISORY VOTES ON OUR EXECUTIVE
       COMPENSATION.
05     TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING        Shareholder   Against   For
       POLITICAL CONTRIBUTIONS.
06     TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING        Shareholder   Against   For
       THE RETENTION OF EQUITY AWARDS.
07     TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING        Shareholder   Against   For
       CHANGE TO A VOTING REQUIREMENT.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        97

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 &       Management             For       For
       TOUCHE LLP AS ITT'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR 2011.
03     APPROVAL OF THE ITT CORPORATION 2011 OMNIBUS        Management             For       For
       INCENTIVE PLAN.
04     APPROVAL OF A PROPOSAL TO AMEND THE COMPANY'S       Management             For       For
       RESTATED ARTICLES OF INCORPORATION TO ALLOW
       SHAREHOLDERS TO CALL SPECIAL MEETINGS.
05     TO APPROVE, IN A NON-BINDING VOTE, THE              Management             Abstain   Against
       COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
06     TO DETERMINE, IN A NON-BINDING VOTE, WHETHER A      Management             Abstain   Against
       SHAREHOLDER 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        Shareholder            Against   For
       THAT THE COMPANY 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       Management   Abstain   Against
       CORPORATION'S 2010 EXECUTIVE COMPENSATION.
03     ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF      Management   Abstain   Against
       HOLDING AN ADVISORY VOTE ON BOSTON SCIENTIFIC
       CORPORATION'S EXECUTIVE COMPENSATION.
04     PROPOSAL TO APPROVE BOSTON SCIENTIFIC            Management   Against   Against
       CORPORATION'S 2011 LONG-TERM INCENTIVE PLAN.
05     PROPOSAL TO APPROVE AN AMENDMENT AND             Management   For       For
       RESTATEMENT OF BOSTON SCIENTIFIC CORPORATION'S
       2006 GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN.
06     PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &    Management   For       For
       YOUNG LLP AS 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



                                                                                 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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        98



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                               TYPE         VOTE      MANAGEMENT
----   -------------------------                              ----------   -------   -----------
                                                                         
02     "RESOLVED, THAT THE COMPENSATION PAID TO THE           Management   Abstain   Against
       COMPANY'S NAMED 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        Management   Abstain   Against
       APPROVE, ON AN 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    Management   For       For
       THE 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     Management   For       For
       DANAHER'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR THE YEAR ENDING
       DECEMBER 31, 2011.
03     TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED       Management   For       For
       CERTIFICATE OF INCORPORATION TO DECLASSIFY THE
       BOARD OF DIRECTORS.
04     TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED       Management   For       For
       CERTIFICATE OF 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       Management   For       For
       INCENTIVE PLAN AND MATERIAL TERMS OF PLAN
       PERFORMANCE GOALS.
06     TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S        Management   Abstain   Against
       EXECUTIVE OFFICER COMPENSATION.
07     TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY OF     Management   Abstain   Against
       FUTURE SHAREHOLDER ADVISORY VOTES ON THE
       COMPANY'S EXECUTIVE OFFICER COMPENSATION.


NII HOLDINGS, INC.

SECURITY           62913F201         MEETING TYPE    Annual
TICKER SYMBOL      NIHD              MEETING DATE    10-May-2011
ISIN               US62913F2011      AGENDA          933406604 - Management




                                                                                       FOR/AGAINST
ITEM   PROPOSAL                                        TYPE                   VOTE     MANAGEMENT
----   ----------------------------------------------  ----------             -------  -----------
                                                                           
01     DIRECTOR                                        Management
       1   CHARLES M. HERINGTON                                               For       For
       2   ROSENDO G. PARRA                                                   For       For
       3   JOHN W. RISNER                                                     For       For
02     A NON-BINDING STOCKHOLDER ADVISORY VOTE ON      Management             Abstain   Against
       EXECUTIVE COMPENSATION.
03     A NON-BINDING STOCKHOLDER ADVISORY VOTE ON      Management             Abstain   Against
       FREQUENCY OF HOLDING AN ADVISORY VOTE ON
       EXECUTIVE COMPENSATION.
04     RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS   Management             For       For
       OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
       FIRM FOR FISCAL YEAR 2011.


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     Management    Abstain   Against
       PAY) VOTE.
03     ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE       Management    Abstain   Against
       SAY ON PAY VOTE.
04     TO RATIFY THE APPOINTMENT OF CROWE HORWATH LLP      Management    For       For
       AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
       ENDING DECEMBER 31, 2011.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                        99

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     Management    For        For
       THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS
       OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
       FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2011.
03     TO APPROVE THE COMPENSATION OF THE COMPANY'S          Management    Abstain    Against
       NAMED EXECUTIVE OFFICERS.
04     TO RECOMMEND, THE FREQUENCY OF FUTURE ADVISORY        Management    Abstain    Against
       VOTES ON 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          Management     Against    Against
       COMPANY'S NAMED EXECUTIVE OFFICERS.
04     FREQUENCY OF INCLUSION IN THE PROXY STATEMENT OF      Management     1 Year     Against
       A 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
       7   CRAIG A. ROGERSON                                               For       For
       8   JOHN K. WULFF                                                   For       For
02     TO APPROVE AN ADVISORY VOTE ON EXECUTIVE              Management    Abstain   Against
       COMPENSATION.
03     TO DESIGNATE THE FREQUENCY OF PERIODIC ADVISORY       Management    Abstain   Against
       VOTES ON EXECUTIVE COMPENSATION.
04     TO RATIFY THE SELECTION OF KPMG LLP AS OUR            Management    For       For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


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          Management    For       For
       REGISTERED PUBLIC ACCOUNTANTS.
03     APPROVAL, BY NON-BINDING VOTE, OF THE                 Management    For       For
       COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
       PRESENTED IN GRIFFIN'S PROXY STATEMENT.
04     RECOMMENDATION, BY NON-BINDING VOTE, OF THE           Management    1 Year    Against
       FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE
       COMPENSATION.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       100

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          Management    For       For
       ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT A
       REMUNERATION TO BE FIXED BY THE BOARD OF
       DIRECTORS.


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 fix their     Management      For             For
       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 period of        Management      For             For
       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
9      That A. The exercise by the directors of all powers of the company         Management      For             For
       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 shall,             Non-Voting
       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                         Non-Voting
       OF RECORD 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.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       101

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            Management    For       For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE CURRENT FISCAL YEAR.
3      TO APPROVE AN ADVISORY VOTE ON EXECUTIVE              Management    Abstain   Against
       COMPENSATION.
4      TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF          Management    Abstain   Against
       FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES.


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          Management    For       For
       AUDITORS
03     ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION       Management    Abstain   Against
04     ADVISORY VOTE ON THE FREQUENCY OF FUTURE              Management    Abstain   Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION
05     STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND          Shareholder   Against   For
       TOBACCO USE
06     STOCKHOLDER PROPOSAL 2 - INDEPENDENT BOARD            Shareholder   Against   For
       CHAIR


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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      102

COMCAST CORPORATION

SECURITY        20030N101      MEETING TYPE  Annual
TICKER SYMBOL   CMCSA          MEETING DATE  11-May-2011
ISIN            US20030N1019   AGENDA        933396334 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
01     DIRECTOR                                              Management
       1   S. DECKER ANSTROM                                               For       For
       2   KENNETH J. BACON                                                For       For
       3   SHELDON M. BONOVITZ                                             For       For
       4   EDWARD D. BREEN                                                 For       For
       5   JOSEPH J. COLLINS                                               For       For
       6   J. MICHAEL COOK                                                 For       For
       7   GERALD L. HASSELL                                               For       For
       8   JEFFREY A. HONICKMAN                                            For       For
       9   EDUARDO G. MESTRE                                               For       For
       10  BRIAN L. ROBERTS                                                For       For
       11  RALPH J. ROBERTS                                                For       For
       12  DR. JUDITH RODIN                                                For       For
02     RATIFICATION OF THE APPOINTMENT OF OUR                Management    For       For
       INDEPENDENT AUDITORS
03     APPROVAL OF THE COMCAST-NBCUNIVERSAL 2011             Management    For       For
       EMPLOYEE STOCK PURCHASE PLAN
04     APPROVAL OF THE COMCAST CORPORATION 2002              Management    Against   Against
       RESTRICTED STOCK PLAN, AS AMENDED AND RESTATED
05     APPROVAL OF THE COMCAST CORPORATION 2003 STOCK        Management    Against   Against
       OPTION PLAN, AS AMENDED AND RESTATED
06     APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE      Management    Abstain   Against
       COMPENSATION
07     ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON         Management    Abstain   Against
       EXECUTIVE COMPENSATION
08     TO PROVIDE FOR CUMULATIVE VOTING IN THE ELECTION      Shareholder   Against   For
       OF DIRECTORS
09     TO REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE      Shareholder   Against   For
       A CURRENT OR FORMER EXECUTIVE OFFICER


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 &         Management    For       For
       YOUNG LLP AS THE COMPANY'S INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
       FISCAL YEAR.
03     PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE           Management    Abstain   Against
       COMPENSATION AS DISCLOSED IN THE PROXY
       STATEMENT.
04     FREQUENCY OF FUTURE EXECUTIVE COMPENSATION            Management    Abstain   Against
       VOTES.
05     STOCKHOLDER PROPOSAL REGARDING POLITICAL              Shareholder   Against   For
       CONTRIBUTIONS AND EXPENDITURES.
06     STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER            Shareholder   Against   For
       ACTION BY WRITTEN CONSENT.


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        Management    Abstain   Against
       APPROVE EXECUTIVE COMPENSATION.
03     AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY       Management    Abstain   Against
       OF FUTURE ADVISORY "SAY ON PAY" VOTES.
04     RATIFICATION OF THE REGISTERED INDEPENDENT PUBLIC     Management    For       For
       ACCOUNTING FIRM FOR 2011.
05     STOCKHOLDER PROPOSAL - DISCLOSURE OF                  Shareholder   Against   For
       GOVERNMENT EMPLOYMENT.
06     STOCKHOLDER PROPOSAL - STOCKHOLDER ACTION BY          Shareholder   Against   For
       WRITTEN CONSENT.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      103



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
07     STOCKHOLDER PROPOSAL - MORTGAGE SERVICING             Shareholder   Against   For
       OPERATIONS.
08     STOCKHOLDER PROPOSAL - GRASSROOTS LOBBYING.           Shareholder   Against   For
09     STOCKHOLDER PROPOSAL - OTC DERIVATIVES TRADING.       Shareholder   Against   For
10     STOCKHOLDER PROPOSAL - CUMULATIVE VOTING IN           Shareholder   Against   For
       CONTESTED ELECTIONS.
11     STOCKHOLDER PROPOSAL - RECOUPMENT OF INCENTIVE        Shareholder   Against   For
       COMPENSATION.
12     STOCKHOLDER PROPOSAL - PROHIBITION OF CERTAIN         Shareholder   Against   For
       RELOCATION 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.,    Management    For       For
       M.P.H.
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            Management    Abstain   Against
       COMPENSATION.
03     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY      Management    Abstain   Against
       OF EXECUTIVE COMPENSATION VOTES.
04     RATIFICATION OF THE APPOINTMENT OF                    Management    For       For
       PRICEWATERHOUSECOOPERS LLP 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       Management    For       For
       LLP AS 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        Management    Abstain
       EXECUTIVE COMPENSATION.
05     APPROVAL OF 2011 OMNIBUS STOCK AND PERFORMANCE        Management    For       For
       INCENTIVE PLAN.
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               Shareholder   Against   For
       WETLANDS).
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



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      104

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        Management    Abstain   Against
       EXECUTIVE OFFICERS.
04     ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY        Management    Abstain   Against
       VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
       OFFICERS.


BROOKFIELD ASSET MANAGEMENT INC.

SECURITY       112585104       MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL  BAM             MEETING DATE   11-May-2011
ISIN           CA1125851040    AGENDA         933413750 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
01     DIRECTOR                                              Management
       1   MARCEL R. COUTU                                                 For       For
       2   MAUREEN KEMPSTON DARKES                                         For       For
       3   LANCE LIEBMAN                                                   For       For
       4   G. WALLACE F. MCCAIN                                            For       For
       5   FRANK J. MCKENNA                                                For       For
       6   JACK M. MINTZ                                                   For       For
       7   YOUSSEF A. NASR                                                 For       For
       8   JAMES A. PATTISON                                               For       For
02     THE APPOINTMENT OF THE EXTERNAL AUDITOR AND           Management    For       For
       AUTHORIZING THE DIRECTORS TO SET ITS
       REMUNERATION.
03     THE ESCROWED STOCK PLAN RESOLUTION.                   Management    For       For


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,       Management    For       For
       DATED AS OF 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        Management    For       For
       MEETING IF 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.


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      Management    For       For
       APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR 2011:
03     THE COMPANY'S ADVISORY VOTE ON EXECUTIVE              Management    Abstain   For
       COMPENSATION, OFTEN REFERRED TO AS "SAY ON PAY":
04     THE COMPANY'S ADVISORY VOTE ON THE FREQUENCY OF       Management    Abstain   Against
       FUTURE ADVISORY VOTES ON COMPENSATION OFTEN
       REFERRED TO AS "SAY WHEN ON PAY":



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      105

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       Management    Abstain   Against
       OUR NAMED EXECUTIVE OFFICERS.
03     AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management    Abstain   Against
       VOTES TO APPROVE THE COMPENSATION OF OUR NAMED
       EXECUTIVE OFFICERS.
04     TO RATIFY THE SELECTION OF KPMG LLP AS OUR            Management    For       For
       INDEPENDENT AUDITOR FOR 2011.


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 fix their   Management    For       For
       remuneration
6      That a. the exercise by the directors during the relevant period of      Management    For       For
       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 company       Management    For       For
       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                       Non-Voting
       OF 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.


POTASH CORPORATION OF SASKATCHEWAN INC.

SECURITY        73755L107       MEETING TYPE   Annual and Special Meeting
TICKER SYMBOL   POT             MEETING DATE   12-May-2011
ISIN            CA73755L1076    AGENDA         933391726 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
01     DIRECTOR                                              Management
       1   C.M. BURLEY                                                     For       For
       2   W.J. DOYLE                                                      For       For
       3   J.W. ESTEY                                                      For       For
       4   C.S. HOFFMAN                                                    For       For
       5   D.J. HOWE                                                       For       For
       6   A.D. LABERGE                                                    For       For
       7   K.G. MARTELL                                                    For       For
       8   J.J. MCCAIG                                                     For       For




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      106



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
       9   M. MOGFORD                                                      For       For
       10  P.J. SCHOENHALS                                                 For       For
       11  E.R. STROMBERG                                                  For       For
       12  E. VIYELLA DE PALIZA                                            For       For
02     THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS           Management    For       For
       AUDITORS OF THE CORPORATION.
03     THE RESOLUTION (ATTACHED AS APPENDIX B TO THE         Management    For       For
       ACCOMPANYING MANAGEMENT PROXY CIRCULAR)
       APPROVING THE ADOPTION OF A NEW PERFORMANCE
       OPTION PLAN, THE FULL TEXT OF WHICH IS ATTACHED AS
       APPENDIX C TO THE ACCOMPANYING MANAGEMENT
       PROXY CIRCULAR.
04     THE ADVISORY RESOLUTION (ATTACHED AS APPENDIX D       Management    For       For
       TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR)
       ACCEPTING THE CORPORATION'S APPROACH TO
       EXECUTIVE COMPENSATION DISCLOSED IN THE
       ACCOMPANYING MANAGEMENT PROXY CIRCULAR.


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     Management    Abstain   Against
       OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
03     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY      Management    Abstain   Against
       OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
       THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04     TO RATIFY THE APPOINTMENT OF                          Management    For       For
       PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE 2011 FISCAL YEAR.


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              Management    For       For
       REGISTERED PUBLIC ACCOUNTING FIRM.
03     SAY ON PAY - AN ADVISORY VOTE TO APPROVE THE          Management    Abstain   Against
       COMPENSATION OF THE NAMED EXECUTIVES.
04     SAY WHEN ON PAY - AN ADVISORY VOTE ON THE             Management    Abstain   Against
       FREQUENCY OF A 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       Shareholder   Against   For
       PLAN TO PROVIDE THAT ALL OF THE COMPANY'S
       OUTSTANDING STOCK HAVE ONE VOTE PER SHARE.
07     RELATING TO ALLOWING HOLDERS OF 10% OF                Shareholder   Against   For
       OUTSTANDING COMMON STOCK TO CALL SPECIAL
       MEETINGS OF SHAREHOLDERS.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      107

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               Management    Abstain   Against
       PROGRAM.
03     ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY        Management    Abstain   Against
       VOTE ON EXECUTIVE COMPENSATION.
04     APPROVAL OF THE AMENDED AND RESTATED 2007 STOCK       Management    Against   Against
       INCENTIVE PLAN.
05     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG      Management    For       For
       LLP AS THE COMPANY'S INDEPENDENT PUBLIC
       ACCOUNTANTS FOR 2011.
06     STOCKHOLDER PROPOSAL REGARDING PAYMENTS UPON          Shareholder   Against   For
       THE DEATH OF A 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


WYNDHAM WORLDWIDE CORPORATION

SECURITY         98310W108       MEETING TYPE    Annual
TICKER SYMBOL    WYN             MEETING DATE    12-May-2011
ISIN             US98310W1080    AGENDA          933402264 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
01     DIRECTOR                                              Management
       1  JAMES E. BUCKMAN                                                 For       For
       2  GEORGE HERRERA                                                   For       For
02     ADVISORY VOTE ON THE WYNDHAM WORLDWIDE                Management    Abstain   Against
       CORPORATION EXECUTIVE COMPENSATION PROGRAM.
03     ADVISORY VOTE ON FREQUENCY OF THE ADVISORY VOTE       Management    Abstain   Against
       ON EXECUTIVE COMPENSATION.
04     RATIFICATION OF THE APPOINTMENT OF DELOITTE &         Management    For       For
       TOUCHE LLP TO SERVE AS OUR INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
       2011.
05     A SHAREHOLDER PROPOSAL REGARDING ELIMINATION OF       Shareholder   Against   For
       THE CLASSIFIED BOARD.


SAVVIS INC.

SECURITY        805423308       MEETING TYPE   Annual
TICKER SYMBOL   SVVS            MEETING DATE   12-May-2011
ISIN            US8054233080    AGENDA         933407149 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
01     DIRECTOR                                              Management
       1   RANDY E. DOBBS                                                  For       For
       2   CLYDE A. HEINTZELMAN                                            For       For
       3   THOMAS E. MCINERNEY                                             For       For
       4   JAMES E. OUSLEY                                                 For       For
       5   JAMES P. PELLOW                                                 For       For
       6   DAVID C. PETERSCHMIDT                                           For       For
       7   MERCEDES A. WALTON                                              For       For
       8   PATRICK J. WELSH                                                For       For
02     PROPOSAL TO APPROVE THE SAVVIS, INC. 2011 OMNIBUS     Management    Against   Against
       INCENTIVE PLAN.
03     PROPOSAL TO APPROVE THE SAVVIS, INC. 2011 EMPLOYEE    Management    For       For
       STOCK PURCHASE PLAN.
04     PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING)        Management    Abstain   Against
       RESOLUTION RELATING TO EXECUTIVE COMPENSATION.
05     PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING)        Management    Abstain   Against
       FREQUENCY OF EXECUTIVE COMPENSATION APPROVAL.
06     RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP    Management    For       For
       AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
       FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      108

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      Management    Abstain   Against
       COMPENSATION.
03     ADVISORY VOTE TO SELECT THE FREQUENCY OF THE          Management    Abstain   Against
       ADVISORY VOTE ON THE COMPANY'S EXECUTIVE
       COMPENSATION.
04     RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT      Management    For       For
       AUDITORS FOR FISCAL 2011.


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      Management    For
       MEMBERS OF THE BOARD OF MANAGEMENT FOR THE 2010
       FINANCIAL YEAR.
04     RESOLUTION ON THE APPROVAL OF THE ACTIONS OF DR.      Management    For
       KLAUS ZUMWINKEL, WHO RESIGNED FROM THE
       SUPERVISORY BOARD, FOR THE 2008 FINANCIAL YEAR.
05     RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE      Management    For
       MEMBERS OF THE SUPERVISORY BOARD FOR THE 2010
       FINANCIAL YEAR.
06     RESOLUTION ON THE APPOINTMENT OF THE                  Management    For
       INDEPENDENT AUDITOR AND 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            Management    For
       TREASURY SHARES AND 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.           Management    For
       HUBERTUS VON GRUNBERG)
09     ELECTION OF A SUPERVISORY BOARD MEMBER (DR. H.C.      Management    For
       BERNHARD WALTER)
10     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH T-
       SYSTEMS INTERNATIONAL GMBH.
11     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DETEFLEETSERVICES GMBH.
12     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DFMG HOLDING GMBH.
13     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DETEASSEKURANZ - DEUTSCHE TELEKOM ASSEKURANZ-
       VERMITTLUNGSGESELLSCHAFT MBH.
14     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       VIVENTO CUSTOMER SERVICES GMBH.
15     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       VIVENTO TECHNICAL SERVICES GMBH.
16     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DEUTSCHE TELEKOM ACCOUNTING GMBH.
17     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DEUTSCHE TELEKOM TRAINING GMBH.
18     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       NORMA TELEKOMMUNIKATIONSDIENSTE GMBH.
19     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       DETEASIA HOLDING GMBH.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      109



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
20     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       TRAVIATA TELEKOMMUNIKATIONSDIENSTE GMBH.
21     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       SCOUT24 HOLDING GMBH.
22     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH T-
       MOBILE WORLDWIDE HOLDING GMBH.
23     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       TELEKOM DEUTSCHLAND GMBH.
24     RESOLUTION REGARDING APPROVAL OF THE AMENDMENT        Management    For
       TO THE PROFIT AND LOSS TRANSFER AGREEMENT WITH
       MAGYARCOM HOLDING GMBH.
25     RESOLUTION ON THE AMENDMENT TO SECTION 2 OF THE       Management    For
       ARTICLES OF INCORPORATION.
26     RESOLUTION REGARDING APPROVAL OF THE SETTLEMENT       Management    For
       AGREEMENT WITH THE FORMER MEMBER OF THE BOARD
       OF MANAGEMENT KAI UWE RICKE.
27     RESOLUTION REGARDING APPROVAL OF THE SETTLEMENT       Management    For
       AGREEMENT WITH THE FORMER MEMBER OF THE
       SUPERVISORY BOARD DR. KLAUS ZUMWINKEL.


HOST HOTELS & RESORTS, INC.

SECURITY         44107P104      MEETING TYPE   Annual
TICKER SYMBOL    HST            MEETING DATE   12-May-2011
ISIN             US44107P1049   AGENDA         933419283 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
1A     ELECTION OF DIRECTOR: ROBERT M. BAYLIS                Management    For       For
1B     ELECTION OF DIRECTOR: WILLARD W. BRITTAIN             Management    For       For
1C     ELECTION OF DIRECTOR: TERENCE C. GOLDEN               Management    For       For
1D     ELECTION OF DIRECTOR: ANN M. KOROLOGOS                Management    For       For
1E     ELECTION OF DIRECTOR: RICHARD E. MARRIOTT             Management    For       For
1F     ELECTION OF DIRECTOR: JOHN B. MORSE, JR.              Management    For       For
1G     ELECTION OF DIRECTOR: GORDON H. SMITH                 Management    For       For
1H     ELECTION OF DIRECTOR: W. EDWARD WALTER                Management    For       For
02     RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT         Management    For       For
       REGISTERED PUBLIC ACCOUNTANTS FOR 2011.
03     TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE            Management    Abstain   Against
       COMPENSATION.
04     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY      Management    Abstain   Against
       OF EXECUTIVE COMPENSATION VOTES.


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       Management    For       For
        authorise 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            Management    For       For
       (excluding annual 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              Non-Voting
       MODIFICATION IN THE 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.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      110

EDENRED SA, MALAKOFF

SECURITY        F3192L109        MEETING TYPE    MIX
TICKER SYMBOL                    MEETING DATE    13-May-2011
ISIN            FR0010908533     AGENDA          702933587 - Management



                                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                                              TYPE          VOTE      MANAGEMENT
----   -----------------------------------------------------------------     ----------    -------   -----------
                                                                                         
CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY                        Non-Voting
       VALID 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
CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING                         Non-Voting
       INFORMATION IS AVAILABLE BY-CLICKING ON THE
       MATERIAL URL LINK:-https://balo.journal-
       officiel.gouv.fr/pdf/2011/0408/201104081101064.pdf
O.1    Approval of the consolidated financial statements for the financial   Management    For       For
       year ended on December 31, 2010
O.2    Approval of the corporate financial statements for the financial      Management    For       For
       year ended December 31, 2010
O.3    Allocation of income for the financial year ended December 31,        Management    For       For
       2010 and distribution of dividends
O.4    Approval of the regulated Agreements concluded with Accord SA         Management    For       For
       during the financial year
O.5    Approval of amendments to the employment contract of Mr.              Management    For       For
       Jacques Stern concluded with the latter during the financial year
O.6    Approval of a regulated Agreement on allocating end of career         Management    For       For
       benefits to Mr. Jacques Stern, CEO
O.7    Approval of a regulated Agreement on the purchase of private          Management    For       For
       unemployment insurance for the benefit of Mr. Jacques Stern,
       CEO
O.8    Approval of a regulated agreement on extending the pension            Management    For       For
       scheme applicable to employees of the Company to CEO
O.9    Approval of a regulated Agreement on the participation of CEO to      Management    For       For
       supplementary pension schemes in force within the Company,
       under the same conditions than some Executive officers
O.10   Authorization to be granted to the Board of Directors to trade        Management    For       For
       Company's shares
E.11   Delegation of authority to be granted to the Board of Directors to    Management    For       For
       reduce the share capital by cancellation of shares
O.12   Powers to accomplish all formalities                                  Management    For       For


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
02     RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS        Management    For       For
       THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
       FIRM FOR 2011.
03     TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE            Management    Abstain   Against
       COMPENSATION.
04     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY      Management    Abstain   Against
       OF EXECUTIVE COMPENSATION VOTES.
05     AN AMENDMENT TO THE COMPANY'S BY-LAWS TO ALLOW        Management    For       For
       STOCKHOLDERS 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        Management    For       For
       COMPANY'S 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                   Management    Against   Against
       RESTATEMENT OF THE 2001 INCENTIVE AWARD PLAN OF
       WATSON PHARMACEUTICALS, INC.
04     TO TAKE AN ADVISORY (NON-BINDING) VOTE TO APPROVE     Management    Abstain   Against
       NAMED EXECUTIVE OFFICER COMPENSATION.
05     TO TAKE AN ADVISORY (NON-BINDING) VOTE ON THE         Management    Abstain   Against
       FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE
       NAMED EXECUTIVE OFFICER COMPENSATION.
06     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.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      111

MATTEL, INC.

SECURITY        577081102      MEETING TYPE   Annual
TICKER SYMBOL   MAT            MEETING DATE   13-May-2011
ISIN            US5770811025   AGENDA         933400614 - Management



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
1A     ELECTION OF DIRECTOR: MICHAEL J. DOLAN                Management    For       For
1B     ELECTION OF DIRECTOR: ROBERT A. ECKERT                Management    For       For
1C     ELECTION OF DIRECTOR: DR. FRANCES D. FERGUSSON        Management    For       For
1D     ELECTION OF DIRECTOR: TULLY M. FRIEDMAN               Management    For       For
1E     ELECTION OF DIRECTOR: DOMINIC NG                      Management    For       For
1F     ELECTION OF DIRECTOR: VASANT M. PRABHU                Management    For       For
1G     ELECTION OF DIRECTOR: DR. ANDREA L. RICH              Management    For       For
1H     ELECTION OF DIRECTOR: DEAN A. SCARBOROUGH             Management    For       For
1I     ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR         Management    For       For
1J     ELECTION OF DIRECTOR: G. CRAIG SULLIVAN               Management    For       For
1K     ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE            Management    For       For
02     ADVISORY VOTE TO APPROVE EXECUTIVE                    Management    Abstain   Against
       COMPENSATION, AS DESCRIBED IN THE MATTEL, INC.
       PROXY STATEMENT.
03     ADVISORY VOTE ON THE FREQUENCY OF FUTURE              Management    Abstain   Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY
       1, 2 OR 3 YEARS, AS INDICATED.
04     APPROVAL OF AMENDMENTS TO MATTEL, INC. BYLAWS         Management    For       For
       REGARDING SPECIAL STOCKHOLDER MEETINGS.
05     RATIFICATION OF THE SELECTION OF                      Management    For       For
       PRICEWATERHOUSECOOPERS LLP AS MATTEL, INC.'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE 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     Management    For       For
       CONSOLIDATED 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              Management    For       For
       DIRECTORS AND EXECUTIVE MANAGEMENT FROM
       LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2010.
03     APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL        Management    For       For
       YEAR 2010.
04     PROPOSED REALLOCATION OF FREE RESERVE TO LEGAL        Management    For       For
       RESERVE, RESERVE FROM CAPITAL CONTRIBUTIONS.
05     RESCISSION OF THE DISTRIBUTION TO SHAREHOLDERS IN     Management    For       For
       THE FORM OF A PAR VALUE REDUCTION AS APPROVED AT
       THE 2010 ANNUAL GENERAL MEETING.
06     RELEASE AND ALLOCATION OF LEGAL RESERVE, RESERVE      Management    For       For
       FROM CAPITAL 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         Management    For       For
       THE BOARD OF 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.           Management    For       For
       MCNAMARA
9E     REELECTION OF CLASS III DIRECTOR: IAN C. STRACHAN     Management    For       For
10     APPOINTMENT OF ERNST & YOUNG LLP AS THE               Management    For       For
       COMPANY'S INDEPENDENT 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           Management    Abstain   Against
       COMPENSATION VOTE.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      112

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     Management    For       For
       CONSOLIDATED 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              Management    For       For
       DIRECTORS AND EXECUTIVE MANAGEMENT FROM
       LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2010.
03     APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL        Management    For       For
       YEAR 2010.
04     PROPOSED REALLOCATION OF FREE RESERVE TO LEGAL        Management    For       For
       RESERVE, RESERVE FROM CAPITAL CONTRIBUTIONS.
05     RESCISSION OF THE DISTRIBUTION TO SHAREHOLDERS IN     Management    For       For
       THE FORM OF A PAR VALUE REDUCTION AS APPROVED AT
       THE 2010 ANNUAL GENERAL MEETING.
06     RELEASE AND ALLOCATION OF LEGAL RESERVE, RESERVE      Management    For       For
       FROM CAPITAL 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         Management    For       For
       THE BOARD OF 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.           Management    For       For
       MCNAMARA
9E     REELECTION OF CLASS III DIRECTOR: IAN C. STRACHAN     Management    For       For
10     APPOINTMENT OF ERNST & YOUNG LLP AS THE               Management    For       For
       COMPANY'S INDEPENDENT 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           Management    Abstain   Against
       COMPENSATION VOTE.


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                    Non-Voting
       BY CLICKING 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                     Non-Voting
       OF "ABSTAIN" WILL BE TREATED-THE SAME AS A "TAKE NO
       ACTION" VOTE.
1      To receive the audited Financial Statements and the Reports of      Management   For    For
       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 Non-      Management   For    For
       Executive Directors


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            Non-Voting
       BENEFICIAL OWNER 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         Non-Voting
       OWNER 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     Non-Voting
       ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      113



                                                                                                          FOR/AGAINST
ITEM   PROPOSAL                                                                   TYPE          VOTE      MANAGEMENT
----   ---------------------------------------------------------------------      ----------    -------   -----------
                                                                                              
1      Opening of the Meeting                                                     Non-Voting
2      Election of Chairman of the Annual General Meeting : lawyer                Non-Voting
       Wilhelm Luning
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 Board            Non-Voting
       of Directors
8      Presentation by the Chief Executive Officer                                Non-Voting
9      Presentation of the Annual Report and Auditor's Report and of the          Non-Voting
       Group-Annual Report and the Group Auditor's Report
10     Resolution on the adoption of the Profit and Loss Statement and            Management    For      For
       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 the Board     Management    For      For
       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 Board            Management    For      For
       and the auditor
15     The Nomination Committee proposes, for the period until the close          Management    For      For
       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                                 Non-Voting
       MODIFICATION IN THE 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                  Non-Voting
       ID 788740 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 THAT NOT ALL SUB CUSTODIANS IN SWEDEN                 Non-Voting
       ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
CMMT   MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL                     Non-Voting
       OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
       ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
       NEED TO PROVI-DE THE BREAKDOWN OF EACH
       BENEFICIAL OWNER NAME, ADDRESS AND SHARE
       POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
       THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
       VOTE TO BE LODGED
CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A                        Non-Voting
       BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
       IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
       VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
       POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
       IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
       CLIENT SERVICE REPRESENTATIVE
1      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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      114



                                                                                                        FOR/AGAINST
ITEM   PROPOSAL                                                                  TYPE          VOTE      MANAGEMENT
----   ----------------------------------------------------------------------    ----------    -------   -----------
                                                                                             
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 Board            Non-Voting
      of Directors
8     Presentation by the Chief Executive Officer                                Non-Voting
9     Presentation of the Annual Report and Auditor's Report and of the          Non-Voting
      Group Annual-Report and the Group Auditor's Report
10    Resolution on the adoption of the Profit and Loss Statement and            Management    For       For
      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 the Board     Management    For       For
      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 close          Management    For       For
      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


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               Management    Abstain   Against
       COMPENSATION.



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      115

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       Management    Abstain   Against
       EXECUTIVE COMPENSATION.
03     A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF      Management    Abstain   Against
       FUTURE ADVISORY VOTES ON THE APPROVAL OF
       EXECUTIVE COMPENSATION.
04     TO APPROVE THE 2011 SENIOR EXECUTIVE WARRANT          Management     For      For
       PLAN.
05     RATIFICATION OF SELECTION OF                          Management     For      For
       PRICEWATERHOUSECOOPERS LLP AS 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     Management    Abstain   Against
       ON EXECUTIVE COMPENSATION.
03     ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF       Management    Abstain   Against
       FUTURE ADVISORY VOTES ON EXECUTIVE
       COMPENSATION.
04     RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP    Management    For       For
       AS THE 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     Management    For       For
       OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC
       ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
       DECEMBER 31, 2011.
03     TO APPROVE, ON AN ADVISORY BASIS, THE                 Management    Abstain   Against
       COMPENSATION PAID TO OUR NAMED EXECUTIVE
       OFFICERS.
04     TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY       Management    Abstain   Against
       OF FUTURE ADVISORY VOTES ON THE COMPENSATION
       PAID TO OUR NAMED EXECUTIVE OFFICERS.


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



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011            Report Date: 07/01/2011
The Gabelli Asset Fund                                                      116



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                              TYPE          VOTE      MANAGEMENT
----   ------------------------------------------------      ----------    -------   -----------
                                                                         
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            Management    Abstain   Against
       COMPENSATION.
03     ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY        Management    Abstain   Against
       VOTE ON EXECUTIVE COMPENSATION.
04     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG      Management    For       For
       LLP AS OUR INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM.


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       Management    For       For
       THE MEETING OR ANY ADJOURNMENT THEREOF.


ANADARKO PETROLEUM CORPORATION

SECURITY           032511107         MEETING TYPE      Annual
TICKER SYMBOL      APC               MEETING DATE      17-May-2011
ISIN               US0325111070      AGENDA            933403622 - Management



                                                                                     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            Management    For       For
       INDEPENDENT AUDITOR.
03     ADVISORY VOTE ON NAMED EXECUTIVE OFFICER              Management    Abstain   Against
       COMPENSATION.
04     ADVISORY VOTE ON THE FREQUENCY OF FUTURE              Management    Abstain   Against
       ADVISORY VOTES ON NAMED EXECUTIVE OFFICER
       COMPENSATION.
05     STOCKHOLDER PROPOSAL- GENDER IDENTITY NON-            Shareholder   Against   For
       DISCRIMINATION POLICY.
06     STOCKHOLDER PROPOSAL- ADOPTION OF POLICY OF           Shareholder   Against   For
       INDEPENDENT DIRECTOR CHAIRMAN.
07     STOCKHOLDER PROPOSAL- ADOPTION OF POLICY ON           Shareholder   Against   For
       ACCELERATED VESTING OF EQUITY AWARDS.
08     STOCKHOLDER PROPOSAL- REPORT ON POLITICAL             Shareholder   Against   For
       CONTRIBUTIONS.


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


ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 117
The Gabelli Asset Fund



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
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 COMPENSATION     Management   Abstain  Against
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


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 AS
      DISCOVERY COMMUNICATIONS, INC.'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011              Management   For      For
04    ADVISORY VOTE ON OUR EXECUTIVE COMPENSATION DESCRIBED IN THESE PROXY
      MATERIALS                                                                 Management   Abstain  Against
05    ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON OUR
      EXECUTIVE COMPENSATION IN THE FUTURE                                      Management   Abstain  Against


FIRSTENERGY CORP.

SECURITY         337932107         MEETING TYPE    Annual
TICKER SYMBOL    FE                MEETING DATE    17-May-2011
ISIN             US3379321074      AGENDA          933406995 - Management



                                                                                                      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 PUBLIC
      ACCOUNTING FIRM                                                           Management   For      For
03    REDUCE THE PERCENTAGE OF SHARES REQUIRED TO CALL A SPECIAL MEETING OF
      SHAREHOLDER                                                               Management   For      For
04    APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION                    Management   Abstain  Against
05    RECOMMEND ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES ON EXECUTIVE
      COMPENSATION                                                              Management   Abstain  Against
06    SHAREHOLDER PROPOSAL: REPORT ON COAL COMBUSTION WASTE                     Shareholder  Against  For
07    SHAREHOLDER PROPOSAL: LOWER PERCENTAGE REQUIRED FOR SHAREHOLDER ACTION
      BY WRITTEN CONSENT                                                        Shareholder  Against  For
08    SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE STANDARD FOR THE ELECTION
      OF DIRECTORS                                                              Shareholder  Against  For
09    SHAREHOLDER PROPOSAL: REPORT ON FINANCIAL RISKS OF RELIANCE ON COAL       Shareholder  Against  For




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 118
The Gabelli Asset Fund

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 COMPENSATION
      PROGRAMS AND POLICIES AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.   Management   Abstain
03    SELECT, ON AN ADVISORY (NON-BINDING) BASIS, THE FREQUENCY OF SHAREHOLDER
      VOTES ON EXECUTIVE COMPENSATION.                                          Management   Abstain  Against
04    RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.               Management   For      For


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 PRESTO'S
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      DECEMBER 31, 2011.                                                        Management   For      For
03    TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF
      NATIONAL PRESTO'S NAMED EXECUTIVE OFFICERS.                               Management   Abstain  Against
04    NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON
      EXECUTIVE COMPENSATION.                                                   Management   Abstain  Against


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 EXECUTIVE
      COMPENSATION                                                              Management   Abstain
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, LLP AS THE
      INDEPENDENT AUDITORS FOR THE COMPANY AND ALL OF ITS SUBSIDIARIES FOR
      2011                                                                      Management   For      For
6     TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION MAJORITY
      VOTE STANDARD; AND                                                        Shareholder  Against  For


UNITED STATES CELLULAR CORPORATION

SECURITY         911684108         MEETING TYPE    Annual
TICKER SYMBOL    USM               MEETING DATE    17-May-2011
ISIN             US9116841084      AGENDA          933425503 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1  J. SAMUEL CROWLEY                                                                   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                              Management   Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 119
The Gabelli Asset Fund

ROYAL DUTCH SHELL PLC

SECURITY         780259206         MEETING TYPE    Annual
TICKER SYMBOL    RDSA              MEETING DATE    17-May-2011
ISIN             US7802592060      AGENDA          933426036 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    ADOPTION OF ANNUAL REPORT & ACCOUNTS                                      Management  For       For
02    APPROVAL OF REMUNERATION REPORT                                           Management  For       For
03    APPOINTMENT OF 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                           Management   For      For
      INDIVIDUAL 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                             Management   For      For
      DIVIDENDS TO BE CHARGED TO UNRESTRICTED
      RESERVES.
3A    AMENDMENT OF THE BY-LAWS: AMENDMENT OF ARTICLES                           Management   For      For
      1, 6.2, 7, 14, 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                               Management   For      For
      PARAGRAPH 5 TO ARTICLE 16 OF THE BY-LAWS.
3C    AMENDMENT OF THE BY-LAWS: ADDITION OF A NEW                               Management   For      For
      ARTICLE 26 BIS TO THE BY-LAWS.
4A    AMENDMENT OF THE REGULATIONS FOR THE GENERAL                              Management   For      For
      SHAREHOLDERS' 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                              Management   For      For
      SHAREHOLDERS' 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                           Management   For      For
      TO INCREASE 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                               Management   For      For
      TELEFONICA, S.A. 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).
09    RESTRICTED SHARE PLAN OF TELEFONICA, S.A. APPROVAL                        Management   For      For
      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.
10    GLOBAL INCENTIVE SHARE PURCHASE PLAN OF                                   Management   For      For
      TELEFONICA, S.A. APPROVAL OF AN INCENTIVE SHARE
      PURCHASE GLOBAL PLAN FOR THE EMPLOYEES OF THE
      TELEFONICA GROUP.
11    DELEGATION OF POWERS TO FORMALIZE, INTERPRETS,                            Management   For      For
      CORRECT AND IMPLEMENT THE RESOLUTIONS ADOPTED
      BY THE SHAREHOLDERS AT THE GENERAL
      SHAREHOLDERS' MEETING.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 120
The Gabelli Asset Fund

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                          Non-Voting
      ID 800629 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                            Non-Voting
      VALID 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                             Non-Voting
      INFORMATION IS 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 financial          Management   For      For
      year 2010
O.2   Approval of the consolidated financial statements for the financial       Management   For      For
      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 the        Management   For      For
      Company's shares
E.6   Authorization to be granted to the Board of Directors to reduce           Management   For      For
      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                                                    Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
      PUBLIC ACCOUNTANTS FOR 2011.
03    APPROVE EXECUTIVE COMPENSATION IN AN ADVISORY VOTE.                       Management   Abstain  Against
04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE                                  Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 121
The Gabelli Asset Fund

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                            Management   Abstain  Against
      OF THE COMPANY'S "NAMED EXECUTIVE OFFICERS."
03    TO RECOMMEND, BY ADVISORY VOTE, WHETHER TO HAVE                           Management   Abstain  Against
      STOCKHOLDERS 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                              Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
      THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE
      COMPANY'S OPERATIONS IN 2011.


FIDELITY NAT'L INFORMATION SERVICES INC

SECURITY         31620M106         MEETING TYPE    Annual
TICKER SYMBOL    FIS               MEETING DATE    18-May-2011
ISIN             US31620M1062      AGENDA          933405804 - Management



                                                                                                      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                              Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR THE 2011 FISCAL YEAR.
03    ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION                            Management   Abstain  Against
      SERVICES, INC. 2010 EXECUTIVE COMPENSATION.
04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE                                  Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05    APPROVAL OF THE MATERIAL TERMS OF THE                                     Management   For      For
      PERFORMANCE GOALS UNDER 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                                 Management   For      For
      INDEPENDENT AUDITOR FOR 2011.
 3    APPROVE OUR 2011 EQUITY INCENTIVE PLAN.                                   Management   Against  Against
4A    ADVISORY VOTE REGARDING OUR EXECUTIVE                                     Management   Abstain  Against
      COMPENSATION.
4B    ADVISORY VOTE REGARDING THE FREQUENCY OF OUR                              Management   Abstain  Against
      EXECUTIVE COMPENSATION VOTES.
5A    SHAREHOLDER PROPOSAL REGARDING POLITICAL                                  Shareholder  Against  For
      CONTRIBUTIONS REPORTS.
5B    SHAREHOLDER PROPOSAL REGARDING BOARD                                      Shareholder  Against  For
      DECLASSIFICATION.


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                                    Management   Abstain  Against
      FREQUENCY OF FUTURE ADVISORY PROPOSALS ON
      EXECUTIVE COMPENSATION
04    TO APPROVE THE 2011 SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN                Management   For      For




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 122
The Gabelli Asset Fund



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
05    TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                           Management   For      For
      STATE STREET'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2011
06    TO ACT ON A SHAREHOLDER PROPOSAL RELATING TO                              Shareholder  Against  For
      DISCLOSURE OF 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
      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                           Management   Abstain  Against
      FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
5     PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP                          Management   For      For
      AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.


SEALED AIR CORPORATION

SECURITY         81211K100         MEETING TYPE    Annual
TICKER SYMBOL    SEE               MEETING DATE    18-May-2011
ISIN             US81211K1007      AGENDA          933410641 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    ELECTION OF HANK BROWN AS A DIRECTOR.                                     Management   For      For
02    ELECTION OF MICHAEL CHU AS A DIRECTOR.                                    Management   For      For
03    ELECTION OF LAWRENCE R. CODEY AS A DIRECTOR.                              Management   For      For
04    ELECTION OF PATRICK DUFF AS A DIRECTOR.                                   Management   For      For
05    ELECTION OF T.J. DERMOT DUNPHY AS A DIRECTOR.                             Management   For      For
06    ELECTION OF WILLIAM V. HICKEY AS A DIRECTOR.                              Management   For      For
07    ELECTION OF JACQUELINE B. KOSECOFF AS A DIRECTOR.                         Management   For      For
08    ELECTION OF KENNETH P. MANNING AS A DIRECTOR.                             Management   For      For
09    ELECTION OF WILLIAM J. MARINO AS A DIRECTOR.                              Management   For      For
10    ADVISORY VOTE ON EXECUTIVE COMPENSATION.                                  Management   Abstain  Against
11    ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY                             Management   Abstain  Against
      VOTES ON EXECUTIVE COMPENSATION.
12    APPROVAL OF AMENDED 2005 CONTINGENT STOCK PLAN                            Management   For      For
      OF SEALED AIR CORPORATION.
13    APPROVAL OF AMENDED SEALED AIR CORPORATION 2002                           Management   For      For
      STOCK PLAN FOR NON-EMPLOYEE DIRECTORS.
14    RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE                        Management   For      For
      INDEPENDENT AUDITOR FOR THE YEAR ENDING
      DECEMBER 31, 2011.


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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 123
The Gabelli Asset Fund

NORTHROP GRUMMAN CORPORATION

SECURITY         666807102         MEETING TYPE    Annual
TICKER SYMBOL    NOC               MEETING DATE    18-May-2011
ISIN             US6668071029      AGENDA          933435744 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
1A    ELECTION OF DIRECTOR: WESLEY G. BUSH                                      Management   For      For
1B    ELECTION OF DIRECTOR: LEWIS W. COLEMAN                                    Management   For      For
1C    ELECTION OF DIRECTOR: VICTOR H. FAZIO                                     Management   For      For
1D    ELECTION OF DIRECTOR: DONALD E. FELSINGER                                 Management   For      For
1E    ELECTION OF DIRECTOR: STEPHEN E. FRANK                                    Management   For      For
1F    ELECTION OF DIRECTOR: BRUCE S. GORDON                                     Management   For      For
1G    ELECTION OF DIRECTOR: MADELEINE KLEINER                                   Management   For      For
1H    ELECTION OF DIRECTOR: KARL J. KRAPEK                                      Management   For      For
1I    ELECTION OF DIRECTOR: RICHARD B. MYERS                                    Management   For      For
1J    ELECTION OF DIRECTOR: AULANA L. PETERS                                    Management   For      For
1K    ELECTION OF DIRECTOR: KEVIN W. SHARER                                     Management   For      For
02    PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &                          Management   For      For
      TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
      FOR FISCAL YEAR ENDING DECEMBER 31, 2011.
03    PROPOSAL TO APPROVE THE 2011 LONG-TERM INCENTIVE                          Management   Against  Against
      STOCK PLAN.
04    PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE                            Management   Abstain  Against
      COMPENSATION OF NAMED EXECUTIVE OFFICERS.
05    PROPOSAL TO VOTE ON THE PREFERRED FREQUENCY OF                            Management   Abstain  Against
      FUTURE ADVISORY VOTES ON THE COMPENSATION OF
      NAMED EXECUTIVE OFFICERS.
06    SHAREHOLDER PROPOSAL REGARDING CUMULATIVE                                 Shareholder  Against  For
      VOTING.
07    SHAREHOLDER PROPOSAL REGARDING ADDITIONAL                                 Shareholder  Against  For
      DISCLOSURE OF POLITICAL CONTRIBUTIONS.
08    SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER                                Shareholder  Against  For
      ACTION BY WRITTEN CONSENT.


AMR CORPORATION

SECURITY         001765106         MEETING TYPE    Annual
TICKER SYMBOL    AMR               MEETING DATE    18-May-2011
ISIN             US0017651060      AGENDA          933436708 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1  GERARD J. ARPEY                                                                     For      For
      2  JOHN W. BACHMANN                                                                    For      For
      3  ARMANDO M. CODINA                                                                   For      For
      4  ALBERTO IBARGUEN                                                                    For      For
      5  ANN M. KOROLOGOS                                                                    For      For
      6  MICHAEL A. MILES                                                                    For      For
      7  PHILIP J. PURCELL                                                                   For      For
      8  RAY M. ROBINSON                                                                     For      For
      9  JUDITH RODIN                                                                        For      For
      10 MATTHEW K. ROSE                                                                     For      For
      11 ROGER T. STAUBACH                                                                   For      For
02    RATIFICATION OF THE SELECTION BY THE AUDIT                                Management   For      For
      COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT
      AUDITORS FOR THE YEAR 2011.
03    ADVISORY VOTE ON EXECUTIVE COMPENSATION.                                  Management   Abstain  Against
04    ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON                            Management   Abstain  Against
      EXECUTIVE COMPENSATION.
05    STOCKHOLDER PROPOSAL RELATING TO CUMULATIVE                               Shareholder  Against  For
      VOTING FOR THE ELECTION OF DIRECTORS.


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                         Management   For      For
      THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03    RESOLVED, THAT THE COMPENSATION PAID TO THE                               Management   Abstain  Against
      COMPANY'S NAMED 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                       Management   Abstain  Against
      FREQUENCY 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.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 124
The Gabelli Asset Fund

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                            Management   Abstain  Against
      AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05    PROPOSAL ON HUMAN RIGHTS POLICY.                                          Shareholder  Against  For
06    PROPOSAL ON POLITICAL CONTRIBUTIONS.                                      Shareholder  Against  For


TIME WARNER CABLE INC

SECURITY         88732J207         MEETING TYPE    Annual
TICKER SYMBOL    TWC               MEETING DATE    19-May-2011
ISIN             US88732J2078      AGENDA          933403634 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
1A    ELECTION OF DIRECTOR: CAROLE BLACK                                        Management   For      For
1B    ELECTION OF DIRECTOR: GLENN A. BRITT                                      Management   For      For
1C    ELECTION OF DIRECTOR: THOMAS H. CASTRO                                    Management   For      For
1D    ELECTION OF DIRECTOR: DAVID C. CHANG                                      Management   For      For
1E    ELECTION OF DIRECTOR: JAMES E. COPELAND, JR.                              Management   For      For
1F    ELECTION OF DIRECTOR: PETER R. HAJE                                       Management   For      For
1G    ELECTION OF DIRECTOR: DONNA A. JAMES                                      Management   For      For
1H    ELECTION OF DIRECTOR: DON LOGAN                                           Management   For      For
1I    ELECTION OF DIRECTOR: N.J. NICHOLAS, JR.                                  Management   For      For
1J    ELECTION OF DIRECTOR: WAYNE H. PACE                                       Management   For      For
1K    ELECTION OF DIRECTOR: EDWARD D. SHIRLEY                                   Management   For      For
1L    ELECTION OF DIRECTOR: JOHN E. SUNUNU                                      Management   For      For
02    RATIFICATION OF INDEPENDENT REGISTERED PUBLIC                             Management   For      For
      ACCOUNTING FIRM
03    APPROVAL OF THE TIME WARNER CABLE INC. 2011 STOCK                         Management   For      For
      INCENTIVE PLAN
04    APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE                          Management   Abstain  Against
      COMPENSATION
05    ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY                             Management   Abstain  Against
      VOTES ON EXECUTIVE COMPENSATION


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                         Management   For      For
      OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR CURRENT YEAR
03    AMENDMENT AND EXTENSION OF THE 2006 EQUITY                                Management   Against  Against
      INCENTIVE PLAN
04    AMENDMENT AND EXTENSION OF THE 2006 STOCK                                 Management   For      For
      PURCHASE PLAN
05    ADVISORY VOTE ON EXECUTIVE COMPENSATION                                   Management   Abstain  Against
06    ADVISORY VOTE ON THE FREQUENCY OF HOLDING                                 Management   Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 125
The Gabelli Asset Fund

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                              Management   Abstain  Against
      THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04    APPROVE AN AMENDMENT TO ARTICLE EIGHTH OF THE                             Management   For      For
      AMENDED AND RESTATED CERTIFICATE OF
      INCORPORATION.
05    APPROVE AN AMENDMENT TO ARTICLE NINTH OF THE                              Management   For      For
      AMENDED AND RESTATED CERTIFICATE OF
      INCORPORATION.
06    RATIFY THE APPOINTMENT OF                                                 Management   For      For
      PRICEWATERHOUSECOOPERS LLP TO SERVE 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                              Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM.
03    ADVISORY VOTE ON THE COMPENSATION OF THE                                  Management   Abstain  Against
      COMPANY'S NAMED EXECUTIVE OFFICERS.
04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE                                  Management   Abstain
      ADVISORY VOTES ON THE 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                                   Shareholder  Against  For
      REGARDING TOBACCO 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                                  Management   For      For
      REGISTERED PUBLIC ACCOUNTING FIRM
03    APPROVAL OF THE MARSH & MCLENNAN COMPANIES, INC.                          Management   For      For
      2011 INCENTIVE AND STOCK AWARD PLAN
04    APPROVAL, BY NONBINDING VOTE, OF THE                                      Management   Abstain  Against
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
05    RECOMMENDATION, BY NONBINDING VOTE, OF THE                                Management   Abstain  Against
      FREQUENCY OF EXECUTIVE COMPENSATION VOTES
06    STOCKHOLDER PROPOSAL: ACTION BY WRITTEN CONSENT                           Shareholder  Against  For




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 126
The Gabelli Asset Fund

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                                    Management   Abstain  Against
      COMPENSATION ("SAY-ON-PAY").
03    NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF                             Management   Abstain  Against
      SAY-ON-PAY VOTES.
04    APPROVAL OF THE 2011 EQUITY AND INCENTIVE AWARD                           Management   Against  Against
      PLAN.
05    RE-APPROVAL OF THE 2001 AMENDED AND RESTATED                              Management   For      For
      OPERATING PERFORMANCE BONUS PLAN.
06    RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                          Management   For      For
      LLP AS THE COMPANY'S INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
07    STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING.                        Shareholder  Against  For


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                                        Management   For      For
      PRICEWATERHOUSECOOPERS LLP 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                             Management   Abstain  Against
      VOTES ON 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                              Management   Abstain  Against
      ADVISORY VOTE TO 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                          Management   For      For
      OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2011


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                              Management   For      For
      INDEPENDENT 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                           Management   Abstain  Against
      PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS
      (PROPOSAL THREE).
04    RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF                          Management   Abstain  Against
      FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
      (PROPOSAL FOUR).




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 127
The Gabelli Asset Fund

TELEPHONE AND DATA SYSTEMS, INC.

SECURITY         879433100         MEETING TYPE    Annual
TICKER SYMBOL    TDS               MEETING DATE    19-May-2011
ISIN             US8794331004      AGENDA          933427444 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1  C.A. DAVIS                                                                          For      For
      2  C.D. O'LEARY                                                                        For      For
      3  G.L. SUGARMAN                                                                       For      For
      4  H.S. WANDER                                                                         For      For
02    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                              Management   Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05    SHAREHOLDER PROPOSAL TO RECAPITALIZE TDS'                                 Shareholder  Against  For
      OUTSTANDING STOCK.


TELEPHONE AND DATA SYSTEMS, INC.

SECURITY         879433860         MEETING TYPE    Annual
TICKER SYMBOL    TDSS              MEETING DATE    19-May-2011
ISIN             US8794338603      AGENDA          933427456 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1 C.A. DAVIS                                                                           For      For
      2 C.D. O'LEARY                                                                         For      For
      3 G.L. SUGARMAN                                                                        For      For
      4 H.S. WANDER                                                                          For      For


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                             Management   Against  Against
      STOCK INCENTIVE PLAN.
03    PROPOSAL TO APPROVE OUR EXECUTIVE COMPENSATION.                           Management   Abstain  Against
04    PROPOSAL TO APPROVE THE FREQUENCY OF                                      Management   Abstain  Against
      STOCKHOLDER VOTES ON OUR EXECUTIVE
      COMPENSATION.
05    PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS                               Management   For      For
      INDEPENDENT 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                              Management   For      For
      PRODUCTS, INC. 2006 OMNIBUS INCENTIVE 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
      DECEMBER 31, 2011.
04    APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON                           Management   Abstain  Against
      THE COMPENSATION OF OUR NAMED EXECUTIVE
      OFFICERS.
05    APPROVAL OF NON-BINDING, ADVISORY RESOLUTION ON                           Management   Abstain  Against
      THE FREQUENCY OF ADVISORY VOTES ON THE
      COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 128
The Gabelli Asset Fund

AMGEN INC.

SECURITY         031162100         MEETING TYPE    Annual
TICKER SYMBOL    AMGN              MEETING DATE    20-May-2011
ISIN             US0311621009      AGENDA          933398489 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
1A    ELECTION OF DIRECTOR: DR. DAVID BALTIMORE                                 Management   For      For
1B    ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR.                            Management   For      For
1C    ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL                           Management   For      For
1D    ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN                                Management   For      For
1E    ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON                            Management   For      For
1F    ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER                              Management   For      For
1G    ELECTION OF DIRECTOR: DR. GILBERT S. OMENN                                Management   For      For
1H    ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM                                Management   For      For
1I    ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN (RETIRED)                  Management   For      For
1J    ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER                            Management   For      For
1K    ELECTION OF DIRECTOR: MR. KEVIN W. SHARER                                 Management   For      For
1L    ELECTION OF DIRECTOR: DR. RONALD D. SUGAR                                 Management   For      For
02    TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                           Management   For      For
      OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
      FOR THE YEAR ENDING DECEMBER 31, 2011.
03    TO APPROVE THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.                   Management   Abstain  Against
04    TO SET THE FREQUENCY OF FUTURE ADVISORY VOTES                             Management   Abstain  Against
      APPROVING EXECUTIVE COMPENSATION EVERY ONE
      YEAR, TWO YEARS OR THREE YEARS.
05    STOCKHOLDER PROPOSAL #1 (SHAREHOLDER ACTION BY WRITTEN CONSENT)           Shareholder  Against  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                                      Management   For      For
      PERFORMANCE PLAN.
03    APPROVAL OF EXECUTIVE COMPENSATION ON AN                                  Management   Abstain  Against
      ADVISORY BASIS.
04    ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY                            Management   Abstain  Against
      VOTE ON EXECUTIVE COMPENSATION.
05    APPROVAL OF SHAREHOLDER PROPOSAL TO CHANGE                                Shareholder  Against  For
      VOTING STANDARD FOR DIRECTOR ELECTIONS.


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
      12  MICHAEL H. THAMAN                                                                  For      For
      13  HANSEL E. TOOKES, II                                                               For      For
02    RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE                          Management   For      For
      LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR 2011.
03    APPROVAL OF THE NEXTERA ENERGY, INC. 2011 LONG                            Management   For      For
      TERM INCENTIVE PLAN.
04    APPROVAL, BY NON-BINDING ADVISORY VOTE, OF                                Management   Abstain  Against
      NEXTERA ENERGY'S COMPENSATION OF ITS NAMED
      EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY
      STATEMENT.
05    NON-BINDING ADVISORY VOTE ON WHETHER NEXTERA                              Management   Abstain  Against
      ENERGY SHOULD HOLD A NON-BINDING SHAREHOLDER
      ADVISORY VOTE TO APPROVE NEXTERA ENERGY'S
      COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS
      EVERY 1, 2 OR 3 YEARS.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 129
The Gabelli Asset Fund

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                                Management   For      For
      AUDITORS.
03    ADVISORY VOTE ON EXECUTIVE COMPENSATION.                                  Management   Abstain  Against
04    ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN                              Management   Abstain  Against
      ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05    APPROVAL OF AN AMENDMENT TO THE COMPANY'S                                 Management   For      For
      RESTATED CERTIFICATE 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                             Shareholder  Against  For
      WRITTEN CONSENT.


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                           Management   For      For
      KPMG LLP AS MACY'S INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
      JANUARY 28, 2012.
03    THE PROPOSED APPROVAL OF AN AMENDMENT OF THE                              Management   For      For
      COMPANY'S 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                             Management   Abstain  Against
      EXECUTIVE COMPENSATION.


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




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 130
The Gabelli Asset Fund



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
1J    ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D.                             Management   For      For
02    APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF                              Management   Abstain  Against
      EXECUTIVE COMPENSATION.
03    RECOMMENDATION, BY A NON-BINDING ADVISORY VOTE,                           Management   Abstain  Against
      OF THE FREQUENCY OF HOLDING A SAY-ON-PAY VOTE.
04    APPROVAL OF THE UNITEDHEALTH GROUP 2011 INCENTIVE                         Management   For      For
      STOCK PLAN.
05    APPROVAL OF AN AMENDMENT TO THE UNITEDHEALTH                              Management   For      For
      GROUP 1993 EMPLOYEE STOCK PURCHASE PLAN TO
      INCREASE THE NUMBER OF SHARES OF COMMON STOCK
      ISSUABLE THEREUNDER.
06    RATIFICATION OF THE APPOINTMENT OF DELOITTE &                             Management   For      For
      TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR
      ENDING DECEMBER 31, 2011.


DIAMOND OFFSHORE DRILLING, INC.

SECURITY         25271C102         MEETING TYPE    Annual
TICKER SYMBOL    DO                MEETING DATE    23-May-2011
ISIN             US25271C1027      AGENDA          933414447 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
1A    ELECTION OF DIRECTOR: JAMES S. TISCH                                      Management  For      For
1B    ELECTION OF DIRECTOR: LAWRENCE R. DICKERSON                               Management  For      For
1C    ELECTION OF DIRECTOR: JOHN R. BOLTON                                      Management  For      For
1D    ELECTION OF DIRECTOR: CHARLES L. FABRIKANT                                Management  For      For
1E    ELECTION OF DIRECTOR: PAUL G. GAFFNEY II                                  Management  For      For
1F    ELECTION OF DIRECTOR: EDWARD GREBOW                                       Management  For      For
1G    ELECTION OF DIRECTOR: HERBERT C. HOFMANN                                  Management  For      For
1H    ELECTION OF DIRECTOR: ANDREW H. TISCH                                     Management  For      For
1I    ELECTION OF DIRECTOR: RAYMOND S. TROUBH                                   Management  For      For
02    RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS                        Management  For      For
      THE INDEPENDENT AUDITORS OF THE COMPANY FOR
      FISCAL YEAR 2011.
03    TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE                                Management  Abstain  Against
      COMPENSATION.
04    TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY                          Management  Abstain  Against
      OF EXECUTIVE COMPENSATION VOTES.


LIBERTY MEDIA CORPORATION

SECURITY         53071M708         MEETING TYPE    Special
TICKER SYMBOL    LSTZA             MEETING DATE    23-May-2011
ISIN             US53071M7083      AGENDA          933436455 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    A PROPOSAL TO REDEEM ALL OF THE OUTSTANDING                               Management   For      For
      SHARES OF SERIES A LIBERTY STARZ COMMON STOCK
      AND SERIES B LIBERTY STARZ COMMON STOCK FOR ALL
      OF THE OUTSTANDING SHARES OF LIBERTY SPLITCO, INC.
      STARZ TRACKING STOCK.


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                               Management   For      For
      SHARES OF SERIES 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.


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                            Management   Abstain  Against
      COMPENSATION VOTE.
 4    APPROVAL OF THE KRAFT FOODS INC. AMENDED AND                              Management   For      For
      RESTATED 2006 STOCK COMPENSATION PLAN FOR NON-
      EMPLOYEE DIRECTORS.
 5    RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS                             Management   For      For
      OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2011.



ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 131
The Gabelli Asset Fund

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                          Management   For      For
      LLP 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                             Management   Abstain  Against
      THE COMPANY'S NAMED EXECUTIVE OFFICERS.
05    ADVISORY VOTE ON THE FREQUENCY OF FUTURE                                  Management   Abstain  Against
      ADVISORY VOTES ON COMPENSATION OF THE COMPANY'S
      NAMED EXECUTIVE OFFICERS.


FORTRESS INVESTMENT GROUP

SECURITY         34958B106         MEETING TYPE    Annual
TICKER SYMBOL    FIG               MEETING DATE    24-May-2011
ISIN             US34958B1061      AGENDA          933411249 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1  DAVID B. BARRY                                                                      For      For
      2  RICHARD N. HAASS                                                                    For      For
      3  RANDAL A. NARDONE                                                                   For      For
02    TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS                         Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR FORTRESS INVESTMENT GROUP LLC FOR THE FISCAL
      YEAR 2011.
03    TO APPROVE THE COMPENSATION PAID DURING THE PAST                          Management   Abstain  Against
      THREE YEARS TO THE NAMED EXECUTIVE OFFICERS OF
      FORTRESS INVESTMENT GROUP LLC.
04    TO DETERMINE WHETHER A SHAREHOLDER VOTE ON THE                            Management   Abstain  Against
      COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF
      FORTRESS INVESTMENT GROUP LLC SHOULD TAKE PLACE
      EVERY THREE YEARS, TWO YEARS OR ONE YEAR.


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                                        Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
      FOR THE 2011 FISCAL YEAR
03    APPROVAL OF AMENDMENTS TO THE COMPANY'S                                   Management   For      For
      CERTIFICATE OF INCORPORATION
04    APPROVAL OF THE COMPANY'S AMENDED AND RESTATED                            Management   Against  Against
      STOCK INCENTIVE PLAN
05    APPROVAL OF AN ADVISORY VOTE ON THE                                       Management   Abstain  Against
      COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
      OFFICERS
06    APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY                             Management   Abstain  Against
      OF A SHAREHOLDER ADVISORY VOTE ON THE
      COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
      OFFICERS
07    SHAREHOLDER PROPOSAL REGARDING EXECUTIVE                                  Shareholder  Against  For
      EQUITY HOLDING REQUIREMENTS




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 132
The Gabelli Asset Fund

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                          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 VOTES                            Management   Abstain  Against
      ON EXECUTIVE COMPENSATION.


INTERVAL LEISURE GROUP INC

SECURITY         46113M108         MEETING TYPE    Annual
TICKER SYMBOL    IILG              MEETING DATE    24-May-2011
ISIN             US46113M1080      AGENDA          933417859 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
01    DIRECTOR                                                                  Management
      1  CRAIG M. NASH                                                                       For      For
      2  GREGORY R. BLATT                                                                    For      For
      3  DAVID FLOWERS                                                                       For      For
      4  GARY S. HOWARD                                                                      For      For
      5  LEWIS J. KORMAN                                                                     For      For
      6  THOMAS J. KUHN                                                                      For      For
      7  THOMAS J. MCINERNEY                                                                 For      For
      8  THOMAS P. MURPHY, JR.                                                               For      For
      9  AVY H. STEIN                                                                        For      For
02    TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON                           Management   Abstain  Against
      EXECUTIVE COMPENSATION.
03    TO CONDUCT A NON-BINDING ADVISORY VOTE ON THE                             Management   Abstain  Against
      FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
      COMPENSATION.
04    TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS                           Management   For      For
      THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL
      YEAR ENDING DECEMBER 31, 2011.


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                                                Management   For      For
      PRICEWATERHOUSECOOPERS LLP AS THE 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                            Management   1 Year   Against
      VOTE ON EXECUTIVE COMPENSATION.
05    A STOCKHOLDER PROPOSAL TO DECLASSIFY OUR BOARD                            Shareholder  Against  For
      OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION
      OF DIRECTORS IF PROPERLY PRESENTED AT THE ANNUAL MEETING.




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 133
The Gabelli Asset Fund

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                          Management   For      For
      OF DELOITTE & 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-                              Management   Abstain  Against
      BINDING, ADVISORY 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-                               Management   Abstain  Against
      BINDING, ADVISORY BASIS, THE FREQUENCY OF FUTURE
      NON-BINDING, ADVISORY VOTES ON COMPENSATION PAID
      TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.


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                                  Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
      THE COMPANY FOR FISCAL YEAR 2011.
03    TO APPROVE CABLEVISION SYSTEMS CORPORATION 2011                           Management   For      For
      CASH INCENTIVE PLAN.
04    TO APPROVE AN ADVISORY VOTE ON THE COMPENSATION                           Management   Abstain  Against
      OF EXECUTIVE OFFICERS.
05    AN ADVISORY VOTE ON THE FREQUENCY OF THE                                  Management   Abstain  Against
      ADVISORY VOTE ON THE COMPENSATION OF OUR
      EXECUTIVE OFFICERS.



SECURITY         Y85830100         MEETING TYPE    Annual General Meeting
TICKER SYMBOL                      MEETING DATE    25-May-2011
ISIN             HK0511001957      AGENDA          702968162 - Management



                                                                                                      FOR/AGAINST
ITEM  PROPOSAL                                                                  TYPE         VOTE     MANAGEMENT
----  ------------------------------------------------------------------------  -----------  -------  -----------
                                                                                          
CMMT  PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE                          Non-Voting
      BY CLICKING ON THE URL LINK:-
      http://www.hkexnews.hk/listedco/listconews/sehk/20110418/
      LTN20110418477.pdf
CMMT  PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                              Non-Voting
      VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
      RESOLUTIONS. THANK YOU.
1     To receive the Audited Financial Statements and the Report of the         Management   For      For
      Directorsand the Independent Auditor's Report for the year ended
      31 December 2010
2     To declare a final dividend for the year ended 31 December 2010           Management   For      For
3i    To elect Dr. Charles Chan Kwok Keung as a Director                        Management   For      For
3ii   To elect Madam Cher Wang Hsiueh Hong as a Director                        Management   For      For
3iii  To elect Mr. Jonathan Milton Nelson as a Director                         Management   For      For
4i    To re-elect Dr. Chow Yei Ching as a retiring Director                     Management   For      For
4ii   To re-elect Mr. Kevin Lo Chung Ping as a retiring Director                Management   For      For
4iii  To re-elect Mr. Chien Lee as a retiring Director                          Management   For      For
4iv   To re-elect Mr. Gordon Siu Kwing Chue as a retiring Director              Management   For      For
5     To approve an increase in Director's fee                                  Management   For      For
6     To re-appoint PricewaterhouseCoopers as Auditor of the                    Management   For      For
      Company and authorise Directors to fix their remuneration
7     To give a general mandate to Directors to issue additional shares         Management   For      For
8     To give a general mandate to Directors to repurchase issued               Management   For      For
      shares
9     To extend the authority given to the Directors under Resolution 7         Management   For      For
      to shares repurchased under the authority under Resolution 8
10    To extend the book close period from 30 days to 60 days                   Management   For      For
CMMT  PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                        Non-Voting
      OF ACTUAL RECORD DATE AND A-DDITIONAL COMMENT. 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.
CMMT  TELEVISION BROADCASTS LIMITED ANNUAL GENERAL                              Non-Voting
      MEETING (AGM) TO BE HELD ON 25 MA-Y 2011 IN ORDER TO
      GIVE EFFECT TO PROVISIONS OF BROADCASTING
      ORDINANCE OF HONG-KONG REGARDING THE VOTING
      SHARES CONTROL FOR TVB'S GENERAL MEETINGS, A
      DECLAR-ATION FORM WILL BE SENT TO THE CONCERNED
      SHAREHOLDERS ON 4 MAY 11. PLEASE NOTE-THAT IF THE
      DULY COMPLETED DECLARATION FORM IS NOT RETURNED
      TO TVB ON OR BEFO-RE 13 MAY 11(BP2S DEADLINE
      10:00AM 12 MAY 11), THE VOTES THAT THE SHARES TO WH-
      ICH THE DECLARATION FORM RELATE WILL NOT BE
      COUNTED ON ANY POLL AT THE ABOVE A-GM




ProxyEdge                                                Report Date: 07/01/2011
Meeting Date Range: 07/01/2010 to 06/30/2011                                 134
The Gabelli Asset Fund

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                                   Management    Abstain  Against
      COMPENSATION (PAGE 57)
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


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
 8    ELECTION OF DIRECTOR: JAMES STENGEL                                       Management   For      For
02    RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP                          Management   For      For
      AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03    ADVISORY VOTE ON EXECUTIVE COMPENSATION                                   Management   Abstain  Against
04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE                                  Management   Abstain  Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.


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


ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       135



                                                                                         FOR/AGAINST
ITEM   PROPOSAL                                            TYPE           VOTE           MANAGEMENT
----   -----------------------------------------------     -----------    --------       -----------
                                                                             
       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,     Management     Abstain        Against
       THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.


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      Management        For           For
       ACCOUNTING FIRM.
 03    ADVISORY VOTE ON NAMED EXECUTIVE OFFICER           Management        Abstain       Against
       COMPENSATION.
 04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE           Management        Abstain       Against
       ADVISORY VOTES ON NAMED EXECUTIVE OFFICER
       COMPENSATION.
 05    INDEPENDENT DIRECTOR WITH ENVIRONMENTAL            Shareholder       Against       For
       EXPERTISE.
 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


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   Management        Abstain       Against
      OF THE COMPANY'S NAMED EXECUTIVES, AS DISCLOSED
      IN THIS PROXY STATEMENT.
03    TO VOTE FOR THE FREQUENCY OF THE ADVISORY VOTE   Management        Abstain       Against
      ON EXECUTIVE COMPENSATION.
04    TO RATIFY THE APPOINTMENT OF                     Management        For           For
      PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR FLOWERS
      FOODS, INC. FOR THE 2011 FISCAL YEAR.


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
       9   G. HUNTER                                                    For         For
       10  R.A. PROFUSEK                                                For         For




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       136



                                                                                       FOR/AGAINST
ITEM   PROPOSAL                                            TYPE            VOTE        MANAGEMENT
----   --------------------------------------------------  ------------    --------    ------------
                                                                           
 02    AN ADVISORY VOTE UPON THE COMPENSATION OF CTS       Management      For         For
       CORPORATION'S NAMED EXECUTIVE OFFICERS.
 03    -AN ADVISORY VOTE TO DETERMINE THE FREQUENCY OF     Management      Abstain     Against
       FUTURE ADVISORY VOTES REGARDING THE
       COMPENSATION OF CTS CORPORATION'S NAMED
       EXECUTIVE OFFICERS.
 04    RATIFICATION OF THE APPOINTMENT OF GRANT            Management      For         For
       THORNTON LLP AS CTS' INDEPENDENT AUDITOR FOR 2011.


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             Management    For      For
       CONSOLIDATED FINANCIAL 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             Management    For      For
       EXECUTIVE OFFICERS 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
04     APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT     Management    For      For
       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.
05     APPROVAL OF AN ADVISORY RESOLUTION REGARDING        Management    Abstain  Against
       EXECUTIVE COMPENSATION.
06     ADVISORY VOTE ON THE FREQUENCY OF FUTURE            Management    Abstain  Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION.


DENTSPLY INTERNATIONAL INC.

SECURITY         249030107            MEETING TYPE    Annual
TICKER SYMBOL    XRAY                 MEETING DATE    25-May-2011
ISIN             US2490301072         AGENDA          933433904 - Management



                                                                                 FOR/AGAINST
ITEM   PROPOSAL                                            TYPE         VOTE     MANAGEMENT
----   -------------------------------------------------   ----------   ------- -------------
                                                                     
1A     ELECTION OF DIRECTOR: MICHAEL C. ALFANO             Management   For      For
1B     ELECTION OF DIRECTOR: ERIC K. BRANDT                Management   For      For
1C     ELECTION OF DIRECTOR: WILLIAM F. HECHT              Management   For      For
1D     ELECTION OF DIRECTOR: FRANCIS J. LUNGER             Management   For      For
02     TO RATIFY THE APPOINTMENT OF                        Management   For      For
       PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM, TO AUDIT
       FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR
       ENDING DECEMBER 31, 2011.
03     TO APPROVE BY NON-BINDING ADVISORY VOTE, THE        Management   Abstain  Against
       COMPENSATION OF THE COMPANY'S EXECUTIVE
       OFFICERS.
04     TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE     Management   Abstain  Against
       FREQUENCY OF VOTING ON EXECUTIVE COMPENSATION.


AMPHENOL CORPORATION

SECURITY         032095101             MEETING TYPE    Annual
TICKER SYMBOL    APH                   MEETING DATE    25-May-2011
ISIN             US0320951017          AGENDA          933439627 - Management



                                                                                FOR/AGAINST
ITEM   PROPOSAL                                          TYPE          VOTE     MANAGEMENT
----   ---------------------------------------------     ----------    ------   ----------
                                                                    
 01    DIRECTOR                                          Management
       1    RONALD P. BADIE                                            For      For
       2    R. ADAM NORWITT                                            For      For
       3    DEAN H. SECORD                                             For      For
 02    RATIFICATION OF DELOITTE & TOUCHE LLP AS          Management    For      For
       INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
 03    ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.    Management    Abstain  Against
 04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE          Management    Abstain  Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION.




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date :07/01/2011
The Gabelli Asset Fund                                                       137

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  Management     For         For
       INDEPENDENT PUBLIC ACCOUNTANTS OF KATY.


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     Management       For        For
       TRAVELERS' 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        Management       Abstain    Against
       VOTES ON EXECUTIVE 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    Management        For         For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03     TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE           Management        Abstain     Against
       COMPENSATION.
04     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY     Management        Abstain     Against
       OF EXECUTIVE 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



ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date :07/01/2011
The Gabelli Asset Fund                                                       138



                                                                                    FOR/AGAINST
ITEM   PROPOSAL                                         TYPE            VOTE        MANAGEMENT
----   ----------------------------------------------   ------------    --------    ------------
                                                                        
02     RATIFICATION OF THE APPOINTMENT OF               Management      For         For
       PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
       COMPANY'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR FISCAL YEAR 2011.
03     APPROVAL OF ADVISORY RESOLUTION ON THE           Management      Abstain     Against
       COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
       OFFICERS, AS DISCLOSED IN THE 2011 PROXY
       STATEMENT.
04     APPROVAL OF ADVISORY RESOLUTION ON THE           Management      Abstain     Against
       FREQUENCY OF AN ADVISORY VOTE ON THE
       COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
       OFFICERS.


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,      Management       Abstain          Against
       HOW 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.


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                      Management   For         For
       PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03     PROPOSAL TO APPROVE THE ADVISORY VOTE ON        Management   Abstain     Against
       EXECUTIVE COMPENSATION.
04     PROPOSAL TO RECOMMEND THE FREQUENCY OF AN       Management   Abstain     Against
       ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05     SHAREHOLDER PROPOSAL ON SPECIAL SHAREHOLDER     Shareholder  Against     For
       MEETINGS.


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  For     For
       MANAGEMENT BOARD FOR THE 2010 FINANCIAL YEAR
04     RATIFICATION OF THE ACTS OF MANAGEMENT OF THE        Management  For     For
       SUPERVISORY BOARD FOR THE 2010 FINANCIAL YEAR
05     ELECTION OF THE AUDITOR FOR THE 2011 FINANCIAL       Management  For     For
       YEAR, INTERIM ACCOUNTS
06     AUTHORIZATION TO ACQUIRE OWN SHARES AND FOR          Management  For     For
       THEIR USE WITH THE POSSIBLE EXCLUSION OF PRE-
       EMPTIVE RIGHTS
07     AUTHORIZATION TO USE DERIVATIVES WITHIN              Management  For     For
       FRAMEWORK OF PURCHASE OF OWN SHARES, ALL AS
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT



ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date :07/01/2011
The Gabelli Asset Fund                                                       139



                                                                                FOR/AGAINST
ITEM   PROPOSAL                                             TYPE        VOTE    MANAGEMENT
----   ---------------------------------------------------  ----------  -----   ------------
                                                                    
08     AUTHORIZATION TO ISSUE PARTICIPATORY NOTES WITH      Management  For     For
       WARRANTS 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         Management  For     For
       MILLION EURO, POSSIBILITY TO EXCLUDE SHAREHOLDERS'
       PRE-EMPTIVE RIGHTS.
10     NEW AUTHORIZED CAPITAL OF 230.4 MILLION EURO,        Management  For     For
       POSSIBILITY TO EXCLUDE PRE-EMPTIVE RIGHTS FOR
       CAPITAL INCREASE IN KIND
11     NEW AUTHORIZED CAPITAL, AMOUNT OF 691.2 MILLION      Management  For     For
       EURO WITHOUT 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             Management  For     For
       TRANSFER AGREEMENT BETWEEN DEUTSCHE BANK AG
       AND DEUTSCHE BANK FINANCIAL LLC


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    Management       For      For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR 2011.
03     ADVISORY VOTE ON COMPENSATION OF NAMED           Management       Abstain  Against
       EXECUTIVE OFFICERS.
04     ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON   Management       Abstain  Against
       COMPENSATION OF NAMED EXECUTIVE OFFICERS.


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           Management       Against     Against
       THE PEET'S 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      Management       Abstain     Against
       ADVISORY 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.


HSBC HOLDINGS PLC

SECURITY         404280406       MEETING TYPE    Annual
TICKER SYMBOL    HBC             MEETING DATE    27-May-2011
ISIN             US4042804066    AGENDA          933434970 - Management



                                                                                  FOR/AGAINST
ITEM    PROPOSAL                                             TYPE           VOTE  MANAGEMENT
----    -------------------------------------------------    -----------    ----  ------------
                                                                      
01      TO RECEIVE THE REPORT AND ACCOUNTS FOR 2010          Management     For   For
02      TO APPROVE THE DIRECTORS' REMUNERATION REPORT        Management     For   For
        FOR 2010
3A      TO RE-ELECT S A CATZ A DIRECTOR                      Management     For   For
3B      TO RE-ELECT L M L CHA A DIRECTOR                     Management     For   For
3C      TO RE-ELECT M K T CHEUNG A DIRECTOR                  Management     For   For
3D      TO RE-ELECT J D COOMBE A DIRECTOR                    Management     For   For
3E      TO RE-ELECT R A FAIRHEAD A DIRECTOR                  Management     For   For
3F      TO RE-ELECT D J FLINT A DIRECTOR                     Management     For   For
3G      TO RE-ELECT A A FLOCKHART A DIRECTOR                 Management     For   For
3H      TO RE-ELECT S T GULLIVER A DIRECTOR                  Management     For   For
3I      TO RE-ELECT J W J HUGHES-HALLETT A DIRECTOR          Management     For   For
3J      TO RE-ELECT W S H LAIDLAW A DIRECTOR                 Management     For   For




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date :07/01/2011
The Gabelli Asset Fund                                                       140



                                                                                  FOR/AGAINST
ITEM    PROPOSAL                                             TYPE           VOTE  MANAGEMENT
----    -------------------------------------------------    -----------    ----  ------------
                                                                      
3K      TO RE-ELECT J R LOMAX A DIRECTOR                     Management     For   For
3L      TO RE-ELECT I J MACKAY A DIRECTOR                    Management     For   For
3M      TO RE-ELECT G MORGAN A DIRECTOR                      Management     For   For
3N      TO RE-ELECT N R N MURTHY A DIRECTOR                  Management     For   For
3O      TO RE-ELECT SIR SIMON ROBERTSON A DIRECTOR           Management     For   For
3P      TO RE-ELECT J L THORNTON A DIRECTOR                  Management     For   For
3Q      TO RE-ELECT SIR BRIAN WILLIAMSON A DIRECTOR          Management     For   For
04      TO REAPPOINT THE AUDITOR AT REMUNERATION TO BE       Management     For   For
        DETERMINED BY THE GROUP AUDIT COMMITTEE
05      TO AUTHORISE THE DIRECTORS TO ALLOT SHARES           Management     For   For
S6      TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL              Management     For   For
        RESOLUTION)
07      TO APPROVE THE HSBC SHARE PLAN 2011                  Management     For   For
08      TO APPROVE FEES PAYABLE TO NON-EXECUTIVE             Management     For   For
        DIRECTORS
S9      TO APPROVE GENERAL MEETINGS (OTHER THAN ANNUAL       Management     For   For
        GENERAL MEETINGS) BEING CALLED ON 14 CLEAR DAYS'
        NOTICE (SPECIAL RESOLUTION)


ACCOR SA, COURCOURONNES

SECURITY         F00189120          MEETING TYPE    MIX
TICKER SYMBOL                       MEETING DATE    30-May-2011
ISIN             FR0000120404       AGENDA          703070805 - Management



                                                                                                                 FOR/AGAINST
ITEM    PROPOSAL                                                                    TYPE             VOTE        MANAGEMENT
----    ------------------------------------------------------------------------    -----------      ------      ------------
                                                                                                     
CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING                            Non-Voting
        ID 828379 DUE TO ADDITION OF-RESOLUTION. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY                              Non-Voting
        VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
        OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
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                               Non-Voting
        INFORMATION IS AVAILABLE BY CLIC-KING ON THE
        MATERIAL URL LINKS: https://balo.journal-
        officiel.gouv.fr/pdf/2011-/0420/201104201101433.pdf,
        https://balo.journal-officiel.gouv.fr/pdf/2011/0420-
        /201104201101516.pdf AND https://balo.journal-
        officiel.gouv.fr/pdf/2011/0513/2-01105131102314.pdf
O.1     Approval of the corporate financial statements for the financial            Management       For         For
        year 2010
O.2     Approval of the consolidated financial statements for the financial         Management       For         For
        year 2010
O.3     Allocation of income and distribution of the dividend                       Management       For         For
O.4     Renewal of Mrs. Virginie Morgon's term as Board member                      Management       For         For
O.5     Renewal of Mr. Sebastien Bazin's term as Board member                       Management       For         For
O.6     Renewal of Mr. Denis Hennequin's term as Board member                       Management       For         For
O.7     Renewal of Mr. Franck Riboud's term as Board member                         Management       For         For
O.8     Ratification of the cooptation of Mrs. Mercedes Erra as Board               Management       For         For
        member
O.9     Setting attendance allowances                                               Management       For         For
O.10    Approval of a regulated Agreement: agency agreement entered                 Management       For         For
        into between the Company, Groupe Lucien Barriere and a banking
        syndicate
O.11    Approval of a regulated Agreement: addendum to the employment               Management       For         For
        contract of Mr. Yann Caillere following his appointment as
        Managing Director
O.12    Approval of a regulated Agreement: terms and agreements                     Management       For         For
        concerning the termination of the employment contract of Mr.
        Gilles Pelisson and revocation of his mandate as CEO
O.13    Approval of a regulated Agreement: commitments benefiting Mr.               Management       For         For
        Denis Hennequin following his appointment as CEO
O.14    Authorization to the Board of Directors to trade the Company's              Management       For         For
        shares
E.15    Authorization to the Board of Directors to reduce the share capital         Management       For         For
        by cancellation of shares
E.16    Delegation of authority to the Board of Directors to carry out              Management       For         For
        capital increases by issuing shares or securities providing access
        to share capital, while maintaining preferential subscription rights
E.17    Delegation of authority to the Board of Directors to carry out              Management       For         For
        capital increases by issuing shares or securities providing access
        to share capital, with cancellation of preferential subscription rights
        by way of a public offer
E.18    Delegation of authority to the Board of Directors to carry out              Management       For         For
        capital increases by issuing shares or securities providing access
        to share capital, with cancellation of preferential subscription rights
        by way of reserved offer
E.19    Delegation of authority to the Board of Directors to increase the           Management       For         For
        number of issuable securities in case of share capital increase
        with or without preferential subscription rights
E.20    Delegation of authority to the Board of Directors to carry out              Management       For         For
        capital increases by issuing shares or securities, in consideration
        for in-kind contributions granted to the Company




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       141



                                                                                                                 FOR/AGAINST
ITEM    PROPOSAL                                                                    TYPE             VOTE        MANAGEMENT
----    ------------------------------------------------------------------------    -----------      ------      ------------
                                                                                                     
E.21    Delegation of authority to the Board of Directors to increase               Management       For         For
        capital by incorporation of reserves, profits, premiums or other
        amounts
E.22    Limitation of the overall amount of capital increases that may be           Management       For         For
        completed pursuant to the previous delegations
E.23    Delegation of authority to the Board of Directors to carry out the          Management       For         For
        issuance of shares or securities providing access to the share
        capital in favor of employees participating in a Company Savings
        Plan
E.24    Authorization to the Board of Directors to carry out the issuance of        Management       For         For
        plans of options to subscribe for or purchase shares in favor of
        employees and corporate officers
E.25    Authorization to the Board of Directors to carry out free allocations       Management       For         For
        of shares to employees and corporate officers
E.26    Powers to accomplish all necessary formalities                              Management       For         For
E.27    Transfer of the Company's registered office and corresponding               Management       For         For
        amendment to Article 4 of the Articles of Association


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           Management    Abstain    Against
       THE COMPANY'S NAMED EXECUTIVE OFFICERS.
03     ADVISORY VOTE AS TO THE FREQUENCY WITH WHICH           Management    Abstain    Against
       SHAREHOLDERS OF 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             Management    For        For
       INCENTIVE PLAN TO 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               Management    For        For
       INDEPENDENT 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  7For       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          Management  Against    Against
       INCENTIVE PLAN TO INCREASE AUTHORIZED SHARES.
03     TO RATIFY OF THE SELECTION OF                       Management  For        For
       PRICEWATERHOUSECOOPERS LLP AS 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       Management  Abstain    Against
       RESOLUTION ON EXECUTIVE COMPENSATION.
05     TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF   Management  Abstain    Against
       THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.


TW TELECOM INC.

SECURITY         87311L104       MEETING TYPE    Annual
TICKER SYMBOL    TWTC            MEETING DATE    01-Jun-2011
ISIN             US87311L1044    AGENDA          933438384 - Management



                                                                                      FOR/AGAINST
ITEM   PROPOSAL                                           TYPE            VOTE        MANAGEMENT
----   ------------------------------------------------   ------------    --------    -----------
                                                                          
01     DIRECTOR                                           Management
       1   GREGORY J. ATTORRI                                             For         For
       2   SPENCER B. HAYS                                                For         For
       3   LARISSA L. HERDA                                               For         For
       4   KEVIN W. MOONEY                                                For         For
       5   KIRBY G. PICKLE                                                For         For
       6   ROSCOE C. YOUNG, II                                            For         For
02     RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP   Management      For         For
       TO SERVE AS INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR 2011.
03     ADVISORY VOTE TO APPROVE EXECUTIVE                 Management      Abstain     Against
       COMPENSATION.
04     ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON     Management      Abstain     Against
       EXECUTIVE COMPENSATION.




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       142

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       Management       For   For
       STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010,
       2009 AND 2008
03     APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT        Management       For   For
       DECEMBER 31, 2010
04     ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND         Management       For   For
       PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2010
05     DISCHARGE OF THE MEMBERS OF THE BOARD FOR THE          Management       For   For
       EXERCISE OF 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                Management       For   For
       DIRECTORS
08     APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE        Management       For   For
       FISCAL YEAR ENDING DECEMBER 31, 2011, AND APPROVAL
       OF THEIR FEES
09     AUTHORIZATION TO BOARD TO CAUSE THE DISTRIBUTION       Management       For   For
       OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS
       SHAREHOLDER MEETING, ALL AS MORE FULLY DESCRIBED
       IN THE PROXY STATEMENT
E1     ADAPTATION OF ARTICLES OF ASSOCIATION TO               Management       For   For
       ABOLISHMENT OF LAW OF JULY 31, 1929, ALL AS MORE
       FULLY DESCRIBED IN PROXY STATEMENT
E2     CHANGE OF THE DATE OF THE ANNUAL GENERAL MEETING       Management       For   For
       SO THAT IT BE HELD ON FIRST WEDNESDAY OF MAY OF
       EACH YEAR AT 11:00 A.M., AND CONSEQUENTIAL
       AMENDMENT TO ARTICLE 15 OF ARTICLES OF
       ASSOCIATION


PROLOGIS

SECURITY         743410102     MEETING TYPE    Special
TICKER SYMBOL    PLD           MEETING DATE    01-Jun-2011
ISIN             US7434101025  AGENDA          933449250 - Management



                                                                                FOR/AGAINST
ITEM   PROPOSAL                                              TYPE        VOTE   MANAGEMENT
----   ---------------------------------------------------   ----------  -----  ------------
                                                                    
 01    TO APPROVE THE MERGER OF PUMPKIN LLC, INDIRECT        Management  For    For
       WHOLLY OWNED SUBSIDIARY OF PROLOGIS, WITH AND
       INTO PROLOGIS, FOLLOWED BY THE MERGER OF NEW
       PUMPKIN INC. WITH AND INTO AMB PROPERTY
       CORPORATION, A MARYLAND CORPORATION ("AMB"), WITH
       AMB CONTINUING AS THE SURVIVING CORPORATION
       UNDER THE NAME "PROLOGIS, INC.", ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.
 02    TO APPROVE THE ADJOURNMENT OF THE PROLOGIS            Management  For    For
       SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO
       SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE
       PROPOSAL TO APPROVE THE MERGER IF THERE ARE
       INSUFFICIENT VOTES AT THE TIME OF SUCH
       ADJOURNMENT TO APPROVE EACH PROPOSAL.


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     Management   For   For
       STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010,
       2009 AND 2008
03     APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT      Management   For   For
       DECEMBER 31, 2010
04     ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND       Management   For   For
       PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2010
05     DISCHARGE OF THE MEMBERS OF THE BOARD FOR THE        Management   For   For
       EXERCISE OF 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              Management   For   For
       DIRECTORS
08     APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE      Management   For   For
       FISCAL YEAR ENDING DECEMBER 31, 2011, AND APPROVAL
       OF THEIR FEES
09     AUTHORIZATION TO BOARD TO CAUSE THE DISTRIBUTION     Management   For   For
       OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS
       SHAREHOLDER MEETING, ALL AS MORE FULLY DESCRIBED
       IN THE PROXY STATEMENT
E1     ADAPTATION OF ARTICLES OF ASSOCIATION TO             Management   For
       ABOLISHMENT OF LAW OF JULY 31, 1929, ALL AS MORE
       FULLY DESCRIBED IN PROXY STATEMENT
E2     CHANGE OF THE DATE OF THE ANNUAL GENERAL MEETING     Management   For
       SO THAT IT BE HELD ON FIRST WEDNESDAY OF MAY OF
       EACH YEAR AT 11:00 A.M., AND CONSEQUENTIAL
       AMENDMENT TO ARTICLE 15 OF ARTICLES OF
       ASSOCIATION




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       143

BIOGEN IDEC INC.

SECURITY         09062X103         MEETING TYPE    Annual
TICKER SYMBOL    BIIB              MEETING DATE    02-Jun-2011
ISIN             US09062X1037      AGENDA          933413394 - Management



                                                                               FOR/AGAINST
ITEM   PROPOSAL                                         TYPE        VOTE       MANAGEMENT
----   ----------------------------------------------   ----------  --------   -------------
                                                                   
1A     ELECTION OF DIRECTOR: CAROLINE D. DORSA          Management  For        For
1B     ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS       Management  For        For
1C     ELECTION OF DIRECTOR: GEORGE A. SCANGOS          Management  For        For
1D     ELECTION OF DIRECTOR: LYNN SCHENK                Management  For        For
1E     ELECTION OF DIRECTOR: ALEXANDER J. DENNER        Management  For        For
1F     ELECTION OF DIRECTOR: NANCY L. LEAMING           Management  For        For
1G     ELECTION OF DIRECTOR: RICHARD C. MULLIGAN        Management  For        For
1H     ELECTION OF DIRECTOR: ROBERT W. PANGIA           Management  For        For
1I     ELECTION OF DIRECTOR: BRIAN S. POSNER            Management  For        For
1J     ELECTION OF DIRECTOR: ERIC K. ROWINSKY           Management  For        For
1K     ELECTION OF DIRECTOR: STEPHEN A. SHERWIN         Management  For        For
1L     ELECTION OF DIRECTOR: WILLIAM D. YOUNG           Management  For        For
02     TO RATIFY THE SELECTION OF                       Management  For        For
       PRICEWATERHOUSECOOPERS LLP AS BIOGEN IDEC'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03     SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE       Management  Abstain    Against
       COMPENSATION.
04     SAY WHEN ON PAY - AN ADVISORY VOTE ON THE        Management  Abstain    Against
       FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE
       COMPENSATION.
05     TO APPROVE AN AMENDMENT TO BIOGEN IDEC'S         Management  For        For
       AMENDED AND RESTATED CERTIFICATE OF
       INCORPORATION ELIMINATING THE CLASSIFICATION OF
       THE BOARD OF DIRECTORS.


THE HOME DEPOT, INC.

SECURITY         437076102       MEETING TYPE    Annual
TICKER SYMBOL    HD              MEETING DATE    02-Jun-2011
ISIN             US4370761029    AGENDA          933427127 - Management



                                                                              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   Management   Abstain  Against
       VOTE ON EXECUTIVE COMPENSATION
 05    COMPANY PROPOSAL TO IMPLEMENT SHAREHOLDER        Management   For      For
       ABILITY TO ACT BY WRITTEN CONSENT (APPROVAL OF
       AMENDED AND RESTATED CERTIFICATE OF
       INCORPORATION)
 06    SHAREHOLDER PROPOSAL REGARDING CUMULATIVE        Shareholder  Against  For
       VOTING
 07    SHAREHOLDER PROPOSAL REGARDING SPECIAL           Shareholder  Against  For
       SHAREHOLDER MEETINGS
 08    SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT        Shareholder  Against  For
       DIVERSITY REPORT
 09    SHAREHOLDER PROPOSAL REGARDING ELECTIONEERING    Shareholder  Against  For
       POLICIES AND CONTRIBUTIONS


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  Management    For      For
       OUR 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.




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       144

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   Management  For      For
       PLAN.
 03    ADVISORY VOTE ON THE COMPENSATION OF THE         Management  Abstain  Against
       COMPANY'S NAMED EXECUTIVE OFFICERS.
 04    ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY   Management  Abstain  Against
       VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
       OFFICERS.
 05    APPROVAL OF AUTHORITY FOR THE COMPANY AND/OR     Management  For      For
       ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET
       PURCHASES OF COMPANY SHARES.
 06    APPROVAL OF THE APPOINTMENT OF INDEPENDENT       Management  For      For
       AUDITORS AND 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  Management   For      For
       ACCOUNTANTS
 03    ADVISORY VOTE ON EXECUTIVE COMPENSATION           Management   Abstain  Against
 04    ADVISORY VOTE ON THE FREQUENCY OF FUTURE          Management   Abstain  Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION
 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          Shareholder  Against  For
       SUSTAINABILITY REPORT
 09    CLIMATE CHANGE RISK DISCLOSURE                    Shareholder  Against  For


MONSTER WORLDWIDE, INC.

SECURITY         611742107       MEETING TYPE    Annual
TICKER SYMBOL    MWW             MEETING DATE    07-Jun-2011
ISIN             US6117421072    AGENDA          933436671 - Management



                                                                                FOR/AGAINST
ITEM   PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----   --------------------------------------------------  ----------  -------  ------------
                                                                    
1A     ELECTION OF DIRECTOR: SALVATORE IANNUZZI            Management  For      For
1B     ELECTION OF DIRECTOR: JOHN GAULDING                 Management  For      For
1C     ELECTION OF DIRECTOR: EDMUND P. GIAMBASTIANI, JR.   Management  For      For
1D     ELECTION OF DIRECTOR: CYNTHIA P. MCCAGUE            Management  For      For
1E     ELECTION OF DIRECTOR: JEFFREY F. RAYPORT            Management  For      For
1F     ELECTION OF DIRECTOR: ROBERTO TUNIOLI               Management  For      For
1G     ELECTION OF DIRECTOR: TIMOTHY T. YATES              Management  For      For




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       145



                                                                                FOR/AGAINST
ITEM   PROPOSAL                                            TYPE        VOTE     MANAGEMENT
----   --------------------------------------------------  ----------  -------  ------------
                                                                    
02     RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS  Management  For      For
       MONSTER WORLDWIDE, INC.'S INDEPENDENT REGISTERED
       PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
       DECEMBER 31, 2011.
03     APPROVAL OF AN AMENDMENT TO THE MONSTER             Management  Against  Against
       WORLDWIDE, INC. 2008 EQUITY INCENTIVE PLAN TO
       INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
       ISSUANCE THEREUNDER.
04     ADVISORY VOTE ON NAMED EXECUTIVE OFFICER            Management  Abstain  Against
       COMPENSATION.
05     FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE      Management  Abstain  Against
       OFFICER COMPENSATION.


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      Management  For   For
       THE FINANCIAL YEAR ENDED DECEMBER 31, 2010
O2     APPROVAL OF THE CONSOLIDATED FINANCIAL               Management  For   For
       STATEMENTS FOR THE FINANCIAL YEAR ENDED
       DECEMBER 31, 2010
O3     ALLOCATION OF THE INCOME FOR THE FINANCIAL YEAR      Management  For   For
       ENDED DECEMBER 31, 2010, AS STATED IN THE ANNUAL
       FINANCIAL STATEMENTS
O4     AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 OF THE   Management  For   For
       FRENCH COMMERCIAL CODE (CODE DE COMMERCE)
O5     RENEWAL OF THE APPOINTMENT OF MR. BERNARD DUFAU      Management  For   For
       AS A DIRECTOR
O6     APPOINTMENT OF MRS. HELLE KRISTOFFERSEN AS A         Management  For   For
       DIRECTOR
O7     APPOINTMENT OF MRS. MURIEL PENICAUD AS A DIRECTOR    Management  For   For
O8     APPOINTMENT OF MR. JEAN-MICHEL SEVERINO AS A         Management  For   For
       DIRECTOR
O9     AUTHORIZATION TO BE GRANTED TO THE BOARD OF          Management  For   For
       DIRECTORS TO PURCHASE OR TRANSFER FRANCE
       TELECOM'S SHARES
E10    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
       SECURITIES GIVING ACCESS TO SHARES OF THE
       COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITH
       SHAREHOLDER PRE-EMPTIVE SUBSCRIPTION RIGHTS
E11    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
       SECURITIES GIVING ACCESS TO SHARES OF THE
       COMPANY OR OF ONE OF ITS SUBSIDIARIES, WITHOUT
       SHAREHOLDER PRE-EMPTIVE SUBSCRIPTION RIGHTS IN
       THE CONTEXT OF A PUBLIC OFFER
E12    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO ISSUE SHARES OF THE COMPANY AND
       SECURITIES GIVING ACCESS TO SHARES OF THE
       COMPANY OR OF ONE OF ITS SUBSIDIARIES, 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           Management  For   For
       INCREASE THE NUMBER 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              Management  For   For
       DIRECTORS TO ISSUE SHARES AND SECURITIES GIVING
       ACCESS TO SHARES, IN THE EVENT OF A PUBLIC
       EXCHANGE OFFER INITIATED BY THE COMPANY
E15    DELEGATION OF POWERS TO THE BOARD OF DIRECTORS       Management  For   For
       TO ISSUE SHARES 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       Management  For   For
       TO ISSUE SHARES 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       Management  For   For
       TO PROCEED WITH THE FREE ISSUANCE OF OPTION-
       BASED LIQUIDITY INSTRUMENTS RESERVED FOR THOSE
       HOLDERS OF STOCK OPTIONS OF ORANGE S.A. THAT HAVE
       SIGNED A LIQUIDITY CONTRACT WITH THE COMPANY
E18    OVERALL LIMIT OF AUTHORIZATIONS                      Management  For   For
E19    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO ISSUE SECURITIES GIVING ACCESS TO THE
       ALLOCATION OF DEBT SECURITIES
E20    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO INCREASE THE COMPANY'S CAPITAL BY
       CAPITALIZATION OF RESERVES, PROFITS OR PREMIUMS
E21    DELEGATION OF AUTHORITY TO THE BOARD OF              Management  For   For
       DIRECTORS TO PROCEED WITH CAPITAL INCREASES
       RESERVED FOR MEMBERS OF SAVINGS PLANS
E22    AUTHORIZATION TO THE BOARD OF DIRECTORS TO           Management  For   For
       REDUCE THE SHARE CAPITAL THROUGH THE
       CANCELLATION OF SHARES
E23    POWERS FOR FORMALITIES                               Management  For   For




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       145

MASTERCARD INCORPORATED

SECURITY       57636Q104                MEETING TYPE  Annual
TICKER SYMBOL  MA                       MEETING DATE  07-Jun-2011
ISIN           US57636Q1040             AGENDA        933452396 - Management



                                                                           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   Management  Abstain  Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION
 04    RATIFICATION OF THE APPOINTMENT OF             Management  For      For
       PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
       COMPANY FOR 2011


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  Management       For         For
       PUBLIC ACCOUNTING FIRM FOR 2011.
03     APPROVE AMENDED AND RESTATED CATERPILLAR INC.     Management       For         For
       EXECUTIVE SHORT-TERM INCENTIVE PLAN.
04     ADVISORY VOTE ON EXECUTIVE COMPENSATION.          Management       Abstain     Against
05     ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE       Management       Abstain     Against
       COMPENSATION VOTES.
06     STOCKHOLDER PROPOSAL - REPORT ON POLITICAL        Shareholder      Against     For
       CONTRIBUTIONS AND EXPENSES.
07     STOCKHOLDER PROPOSAL - EXECUTIVES TO RETAIN       Shareholder      Against     For
       SIGNIFICANT STOCK.
08     STOCKHOLDER PROPOSAL - DIRECTOR ELECTION          Shareholder      Against     For
       MAJORITY VOTE STANDARD.
09     STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER        Shareholder      Against     For
       MEETINGS.
10     STOCKHOLDER PROPOSAL - INDEPENDENT CHAIRMAN OF    Shareholder      Against     For
       THE BOARD.
11     STOCKHOLDER PROPOSAL - REVIEW GLOBAL CORPORATE    Shareholder      Against     For
       STANDARDS.
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    Management      Abstain      Against
       VOTE ON EXECUTIVE COMPENSATION.
04     AMEND THE RESTATED CERTIFICATE OF INCORPORATION  Management      For          For
       TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS.
05     AMEND AND RESTATE THE RESTATED CERTIFICATE OF    Management      For          For
       INCORPORATION TO REMOVE UNNECESSARY AND
       OUTDATED PROVISIONS.




ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date :07/01/2011
The Gabelli Asset Fund                                                       147



                                                                                     FOR/AGAINST
ITEM   PROPOSAL                                         TYPE            VOTE         MANAGEMENT
----   -----------------------------------------------  -------------   ---------    -------------
                                                                         
06     RATIFY THE APPOINTMENT OF THE COMPANY'S          Management      For          For
       INDEPENDENT AUDITORS FOR 2011.
07     SHAREHOLDER ACTION BY WRITTEN CONSENT.           Shareholder     Against      For


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
       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  Management        Abstain      Against
       RELATING TO EXECUTIVE COMPENSATION.
03     ADVISORY (NON-BINDING) VOTE REGARDING FREQUENCY    Management        Abstain      Against
       OF EXECUTIVE COMPENSATION STOCKHOLDER VOTE.
04     RATIFICATION OF THE APPOINTMENT OF DELOITTE &      Management        For          For
       TOUCHE LLP AS THE COMPANY'S INDEPENDENT
       REGISTERED PUBLIC ACCOUNTANTS FOR THE 2011 FISCAL
       YEAR.


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       Management    For        For
       INCENTIVE STOCK 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            Management    For        For
       THORNTON LLP AS THE INDEPENDENT REGISTERED
       PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE
       FISCAL YEAR ENDING DECEMBER 31, 2011.


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    Management      For         For
       COMMON SHARES 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     Management      For         For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
       AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX
       ACCOUNTING FIRM'S REMUNERATION.



ProxyEdge
Meeting Date Range:07/01/2010 to 06/30/2011              Report Date: 07/01/2011
The Gabelli Asset Fund                                                       148

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      Management          Abstain       Against
       THE NAMED EXECUTIVE OFFICERS' COMPENSATION
 03    APPROVE THE NON-BINDING ADVISORY RESOLUTION ON      Management          Abstain       Against
       THE FREQUENCY OF THE ADVISORY VOTE ON THE NAMED
       EXECUTIVE OFFICERS' COMPENSATION
 04    APPROVE THE AMENDMENT TO THE 2009 EXECUTIVE         Management          Against       Against
       COMPENSATION PLAN
 05    RATIFY SELECTION OF MCGLADREY & PULLEN, LLP AS THE  Management          For           For
       COMPANY'S PRINCIPAL INDEPENDENT REGISTERED
       PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING
       DECEMBER 31, 2011


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,          Management    For     For
       DATED AS OF 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        Management    For     For
       MEETING, IF 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.


EQUINIX, INC.

SECURITY       29444U502      MEETING TYPE  Annual
TICKER SYMBOL  EQIX           MEETING DATE  09-Jun-2011
ISIN           US29444U5020   AGENDA        933451394 - Management



                                                                                    FOR/AGAINST
ITEM   PROPOSAL                                            TYPE         VOTE        MANAGEMENT
----   ------------------------------------------------    ----------   --------    ------------
                                                                        
01     DIRECTOR                                            Management
       1   STEVEN T. CLONTZ                                             For         For
       2   GARY F. HROMADKO                                             For         For
       3   SCOTT G. KRIENS                                              For         For
       4   WILLIAM K. LUBY                                              For         For
       5   IRVING F. LYONS, III                                         For         For
       6   CHRISTOPHER B. PAISLEY                                       For         For
       7   STEPHEN M. SMITH                                             For         For
       8   PETER F. VAN CAMP                                            For         For
02     TO RATIFY THE APPOINTMENT OF                        Management   For         For
       PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03     TO APPROVE BY A NON-BINDING ADVISORY VOTE THE       Management   Abstain     Against
       COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
       OFFICERS.
04     TO APPROVE BY A NON-BINDING ADVISORY VOTE THE       Management   Abstain     Against
        FREQUENCY OF STOCKHOLDER NON-BINDING ADVISORY
       VOTES ON THE COMPANY'S NAMED EXECUTIVE OFFICER
       COMPENSATION.
05     TO APPROVE AN AMENDMENT TO THE COMPANY'S            Management   For         For
       CERTIFICATE OF INCORPORATION TO REDUCE THE
       CURRENT VOTING REQUIREMENT TO A MAJORITY OF THE
       OUTSTANDING SHARES ENTITLED TO VOTE TO AMEND,
       REPEAL OR ADOPT ANY PROVISION OF THE CERTIFICATE
       OF INCORPORATION.
06     TO APPROVE AN AMENDMENT TO THE COMPANY'S            Management   For         For
       BYLAWS TO REDUCE THE CURRENT VOTING
       REQUIREMENT TO A MAJORITY OF THE OUTSTANDING
       SHARES ENTITLED TO VOTE TO REMOVE ANY DIRECTORS
       OR THE ENTIRE BOARD FOR CAUSE.
07     TO APPROVE AN AMENDMENT TO THE COMPANY'S            Management   For         For
       BYLAWS TO REDUCE THE CURRENT VOTING
       REQUIREMENT TO A MAJORITY OF THE OUTSTANDING
       SHARES ENTITLED TO VOTE TO AMEND, ALTER, ADD TO OR
       RESCIND OR REPEAL THE BYLAWS.


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                      Non-Voting
       BY CLICKING ON THE URL LINK:-
       http://www.hkexnews.hk/listedco/listconews/sehk/20110331/LTN2
       0110331287.pdf
CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                          Non-Voting
       VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
       RESOLUTIONS. THANK YOU.
1      To receive and consider the audited accounts and the reports of       Management       For         For
       the directors and auditors for the year ended 31 December 2010
2      To declare the payment of a final dividend for the year ended 31      Management       For         For
       December 2010
3.1    To re-elect the retiring director and authorise the Directors to fix  Management       For         For
       their remuneration: Mr. Ryo Yoshizawa



ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       149



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
3.2   To re-elect the retiring director and authorise the Directors to fix          Management           For      For
      their remuneration: Mr. Wu Chung-Yi
3.3   To re-elect the retiring director and authorise the Directors to fix          Management           For      For
      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 shares               Management           For      For
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                            Non-Voting
      OF AUDITOR 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.


CHINA MENGNIU DAIRY CO LTD

SECURITY          G21096105       MEETING TYPE  Annual General Meeting
TICKER SYMBOL                     MEETING DATE  10-Jun-2011
ISIN              KYG210961051    AGENDA        703019782 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE                             Non-Voting
       BY CLICKING ON THE URL LINK:-
       http://www.hkexnews.hk/listedco/listconews/sehk/20110426/LTN2
       0110426493.pdf
CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                                 Non-Voting
       VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
       RESOLUTIONS.THANK YOU.
1      To review and consider the audited financial statements and the              Management           For      For
       reports of the directors and the independent auditors for the year
       ended 31 December 2010
2      To approve the proposed final dividend                                       Management           For      For
3A     To re-elect Mr. Yang Wenjun as director and authorise the board              Management           For      For
       of directors of the Company to fix his remuneration
3B     To re-elect Mr. Bai Ying as director and authorise the board of              Management           For      For
       directors of the Company to fix his remuneration
3C     To re-elect Mr. Fang Fenglei as director and authorise the board             Management           For      For
       of directors of the Company to fix his remuneration
3D     To re-elect Mr. Liu Fuchun as director and authorise the board of            Management           For      For
       directors of the Company to fix his remuneration
3E     To re-elect Mr. Zhang Xiaoya as director and authorise the board             Management           For      For
       of directors of the Company to fix his remuneration
4      To re-appoint Ernst & Young as the auditors of the Company and               Management           For      For
       authorise the board of directors to fix their remuneration
5      Ordinary resolution No. 5 set out in the Notice of Annual General            Management           For      For
       Meeting (to give a general mandate to the directors to repurchase
       shares in the Company not exceeding 10% of the issued share
       capital of the Company)
6      Ordinary resolution No. 6 set out in the Notice of Annual General            Management           For      For
       Meeting (to give a general mandate to the directors to allot, issue
       and deal with additional shares not exceeding 20% of the issued
       share capital of the Company)
7      Ordinary resolution No. 7 set out in the Notice of Annual General            Management           For      For
       Meeting (to give a general mandate to extend the general
       mandate to the directors to allot, issue and deal with additional
       shares in the Company to include the nominal amount of shares
       repurchased under resolution no. 5, if passed)
CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                           Non-Voting
       OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
       IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
       FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU


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 &                                Management           For      For
       TOUCHE LLP AS THE COMPANY'S INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
       YEAR ENDING JANUARY 28, 2012
03     APPROVAL OF THE AMENDED AND RESTATED STOCK                                   Management           For      For
       OPTION/ISSUANCE PLAN
04     ADVISORY (NON-BINDING) APPROVAL OF THE SAY-ON-PAY                            Management           Abstain  Against
05     ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF                              Management           Abstain  Against
       SAY-ON-PAY APPROVAL




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       150

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                             Management           For          For
       SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
       COMPANY'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM.
03     TO CONSIDER AND ACT UPON AN ADVISORY (NON-                                   Management           Abstain  Against
       BINDING) PROPOSAL ON EXECUTIVE COMPENSATION.
04     TO CONSIDER AND ACT UPON AN ADVISORY (NON-                                   Management           Abstain  Against
       BINDING) PROPOSAL 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



                                                                                                                  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                                   Management           For      For
       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 STOCKHOLDER                                Management           Abstain  Against
       ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05     TO AMEND AND RESTATE THE AMENDED AND RESTATED                                Management           For      For
       CERTIFICATE OF 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                                Management           For      For
       ANNUAL PERFORMANCE-BASED INCENTIVE PLAN FOR
       EXECUTIVE OFFICERS.
07     STOCKHOLDER PROPOSAL IF PRESENTED AT THE ANNUAL                              Shareholder          Against  For
       MEETING.


FREEPORT-MCMORAN COPPER & GOLD INC.

SECURITY       35671D857      MEETING TYPE    Annual
TICKER SYMBOL  FCX            MEETING DATE    15-Jun-2011
ISIN           US35671D8570   AGENDA          933435720 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
1      DIRECTOR                                                                     Management
       1  RICHARD C. ADKERSON                                                                            For      For
       2  ROBERT J. ALLISON, JR.                                                                         For      For
       3  ROBERT A. DAY                                                                                  For      For
       4  GERALD J. FORD                                                                                 For      For
       5  H. DEVON GRAHAM, JR.                                                                           For      For
       6  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                                       Management           Abstain  Against
       COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
3      APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY                             Management           Abstain  Against
       OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
       OUR NAMED EXECUTIVE OFFICERS.
4      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                             Management           For      For
       LLP AS THE INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM.
5      STOCKHOLDER PROPOSAL REGARDING THE SELECTION                                 Shareholder          Against  For
       OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
       RECOMMENDED FOR ELECTION TO THE COMPANY'S
       BOARD OF DIRECTORS.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       151

HYATT HOTELS CORPORATION

SECURITY            448579102      MEETING TYPE    Annual
TICKER SYMBOL       H              MEETING DATE    15-Jun-2011
ISIN                US4485791028   AGENDA          933438081 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     DIRECTOR                                                                     Management
       1  THOMAS J. PRITZKER                                                                             For      For
       2  JAMES H. WOOTEN, JR.                                                                           For      For
       3  BYRON D. TROTT                                                                                 For      For
       4  RICHARD C. TUTTLE                                                                              For      For
02     RATIFICATION OF THE APPOINTMENT OF DELOITTE &                                Management           For      For
       TOUCHE LLP AS HYATT HOTELS CORPORATION'S
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR FISCAL YEAR 2011.
03     APPROVAL, ON AN ADVISORY BASIS, OF THE                                       Management           Abstain  Against
       COMPENSATION PAID TO OUR NAMED EXECUTIVE
       OFFICERS AS DISCLOSED PURSUANT TO THE SECURITIES
       AND EXCHANGE COMMISSION'S COMPENSATION
       DISCLOSURE RULES.
04     APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY                             Management           Abstain  Against
       WITH WHICH ADVISORY VOTES ON EXECUTIVE
       COMPENSATION ARE SUBMITTED TO STOCKHOLDERS.


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
       3  JEFFREY T. HINSON                                                                              For      For
       4  JAMES S. KAHAN                                                                                 For      For
02     APPROVAL OF THE ISSUANCE AND SALE OF SHARES OF                               Management           Against  Against
       LIVE NATION ENTERTAINMENT COMMON STOCK TO
       LIBERTY MEDIA CORPORATION.
03     APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC.                              Management           For      For
       2006 ANNUAL INCENTIVE PLAN, AS AMENDED AND
       RESTATED.
04     APPROVAL OF THE LIVE NATION ENTERTAINMENT, INC.                              Management           Against  Against
       2005 STOCK 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                                   Management           Abstain  Against
       VOTES ON THE COMPENSATION OF LIVE NATION
       ENTERTAINMENT NAMED EXECUTIVE OFFICERS.
07     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG                             Management           For      For
       LLP AS LIVE NATION ENTERTAINMENT'S INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
       FISCAL YEAR.


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                                  Management           For      For
       MERGER, DATED AS 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                                  Management           For      For
       NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT
       ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
       VOTES IN FAVOR OF ADOPTION OF THE MERGER
       AGREEMENT.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       152

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
02     PROPOSAL TO RATIFY THE APPOINTMENT OF                                        Management           For      For
       PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE
       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       FOR CHURCHILL DOWNS INCORPORATED FOR THE YEAR
       ENDING DECEMBER 31, 2011 (PROPOSAL NO. 2).
03     PROPOSAL TO APPROVE THE MATERIAL TERMS OF THE                                Management           For      For
       PERFORMANCE GOALS AND MAXIMUM AWARDS PAYABLE
       AS ESTABLISHED BY THE SPECIAL SUBCOMMITTEE OF THE
       COMPENSATION COMMITTEE OF THE BOARD OF
       DIRECTORS, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.
04     PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY                                 Management           Abstain  Against
       VOTE, EXECUTIVE COMPENSATION (PROPOSAL NO. 4).
05     PROPOSAL TO RECOMMEND, BY NON-BIDING ADVISORY                                Management           Abstain  Against
       VOTE, THE FREQUENCY OF HOLDING FUTURE ADVISORY
       VOTES ON EXECUTIVE COMPENSATION.


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                             Management           For      For
       LLP AS IAC'S INDEPENDENT REGISTERED PUBLIC
       ACCOUNTING FIRM FOR 2011.
03     TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON                              Management           Abstain  Against
       EXECUTIVE COMPENSATION.
04     TO CONDUCT A NON-BINDING ADVISORY VOTE ON THE                                Management           Abstain  Against
       FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
       COMPENSATION.


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                                  Management           Against  Against
       INCENTIVE STOCK PLAN.
03     TO RATIFY THE APPOINTMENT OF                                                 Management           For      For
       PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
       FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
04     TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE                                   Management           Abstain  Against
       COMPENSATION.
05     TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY                             Management           Abstain  Against
       OF EXECUTIVE COMPENSATION VOTES.


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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       153

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                                  Management           For      For
       MERGER, DATED AS OF MARCH 27, 2011, AMONG GSI
       COMMERCE, INC., EBAY INC., AND GIBRALTAR ACQUISITION
       CORP.
02     PROPOSAL TO ADJOURN 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 AGREEMENT AND PLAN OF MERGER.


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 Convene               Management           For      For
       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                              Management           Abstain  Against
       NAMED EXECUTIVE OFFICERS.
03     APPROVAL OF A RESOLUTION ON THE FREQUENCY OF                                 Management           Abstain  Against
       HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF
       THE NAMED EXECUTIVE OFFICERS.
04     RATIFICATION OF THE SELECTION OF KPMG LLP AS THE                             Management           For      For
       COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR
       ENDING DECEMBER 31, 2011.


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                                 Management           For      For
       AND AMONG TEXAS 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                                    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
       PROPOSAL TO ADOPT THE MERGER AGREEMENT.


JAMES RIVER COAL COMPANY

SECURITY            470355207        MEETING TYPE    Annual
TICKER SYMBOL       JRCC             MEETING DATE    21-Jun-2011
ISIN                US4703552079     AGENDA          933462688 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     DIRECTOR                                                                     Management
       1  ALAN F. CROWN                                                                                  For      For
02     NON-BINDING RESOLUTION TO APPROVE THE                                        Management           Abstain  Against
       COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
       OFFICERS.
03     NON-BINDING RESOLUTION TO DETERMINE THE                                      Management           Abstain  Against
       FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
       COMPENSATION.
04     RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS                               Management           For      For
       INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
       2011.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       154

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


TIM PARTICIPACOES SA

SECURITY       88706P106     MEETING TYPE    Special
TICKER SYMBOL  TSU           MEETING DATE    22-Jun-2011
ISIN           US88706P1066  AGENDA          933480244 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     BY VIRTUE OF THE COMPANY'S MIGRATION TO THE                                  Management           For      For
       SPECIAL LISTING SEGMENT 'NOVO MERCADO' OF
       BM&FBOVESPA - BOLSA DE VALORES, MERCADORIAS E
       FUTUROS S.A., RATIFY THE RESOLUTION THAT APPROVES
       THE CONVERSION OF ALL PREFERRED SHARES INTO
       COMMON SHARES ISSUED BY THE COMPANY WITH THE
       CONVERSION RATIO OF 0.8406 COMMON SHARES NEWLY
       ISSUED BY THE COMPANY FOR EACH PREFERRED SHARE.


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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       155

HELLENIC TELECOMMUNICATIONS ORGANIZATION S A

SECURITY          X3258B102      MEETING TYPE    Ordinary General Meeting
TICKER SYMBOL     MEETING DATE                   23-Jun-2011
ISIN              GRS260333000   AGENDA          703131526 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
CMMT   PLEASE NOTE IN THE EVENT THE MEETING DOES NOT                                Non-Voting
       REACH QUORUM, THERE WILL BE AN-A REPETITIVE
       MEETING ON 05 JUL 2011 AT 16:30. IF NO SUCH QUORUM IS
       NOT-ACHIEVED AGAIN THE B REPEATED GENERAL
       MEETING WILL BE HELD ON WEDNESDAY, 20-JUL 2011, AT
       16:30. ALSO, YOUR VOTING INSTRUCTIONS WILL NOT BE
       CARRIED OVER-TO THE SECOND CALL. ALL VOTES
       RECEIVED ON THIS MEETING WILL BE DISREGARDED-AND
       YOU WILL NEED TO REINSTRUCT ON THE REPETITIVE
       MEETING. THANK YOU
1.     Submission for approval of the annual financial statements of OTE            Management           For      For
       S.A. both separate and consolidated of the fiscal year 2010 with
       the relevant board of directors and certified auditors reports, and
       approval of profit distribution
2.     Exoneration of the members of the board of directors and the                 Management           For      For
       certified auditors of all liability, for the fiscal year 2010, pursuant to
       Article 35 of C.L.2190.1920
3.     Appointment of chartered auditors for the ordinary audit of the              Management           For      For
       financial statements of OTE S.A. both separate and consolidated,
       in accordance with the international financial reporting standards,
       for the fiscal year 2011 and determination of their fees
4.     Approval of the remuneration and expenses paid to the members                Management           For      For
       of the board of directors, the audit committee and the
       compensation and human resources committee for the fiscal year
       2010 and determination of them for the fiscal year 2011
5.     Approval of the renewal of the contract for the insurance coverage           Management           For      For
       of the company's members of the board of directors and officers
       against liabilities incurred in the exercise of their responsibilities,
       duties or authorities and granting of power to sign it
6.     Approval of the amendment of terms of the stock option plan in               Management           For      For
       force for executives of the company and its affiliated companies,
       in the context of Article 42E of C.L.2190.1920
7.     Approval of the Amendment of articles 9. i.e. election, composition          Management           For      For
       and term of the board of directors, 17. i.e. notification daily agenda
       of the general assembly of the shareholders of the company, 18.
       i.e. submission of documents for participation in the general
       assembly, 19. i.e. ordinary quorum and majority of the general
       assembly, 20. i.e. extraordinary quorum and majority, 24. i.e.
       rights of minority shareholders and 28. i.e. allocation of profits, of
       the company's articles of incorporation in force, for the purpose of
       adapting them to the provisions of C.L.2190.1920, as in force
8.     Approval of the acquisition by OTE S.A. of own shares, pursuant              Management           For      For
       to Article 16 of C.L.2190.1920
9.     Announcement of the election of a new member of the board of                 Management           For      For
       directors, pursuant to Article 9, Par. 4 of the company's Articles of
       Incorporation
10.    Miscellaneous announcements                                                  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                                     Management           Abstain  Against
       ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04     RATIFICATION OF THE APPOINTMENT OF INDEPENDENT                               Management           For      For
       REGISTERED PUBLIC ACCOUNTING FIRM.
05     SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS                                  Shareholder          Against  For
       PRINCIPLES, IF PROPERLY PRESENTED AT THE ANNUAL
       MEETING.


THE KROGER CO.

SECURITY        501044101       MEETING TYPE    Annual
TICKER SYMBOL   KR              MEETING DATE    23-Jun-2011
ISIN            US5010441013    AGENDA          933454225 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
1A     ELECTION OF DIRECTOR: REUBEN V. ANDERSON                                     Management           For      For
1B     ELECTION OF DIRECTOR: ROBERT D. BEYER                                        Management           For      For
1C     ELECTION OF DIRECTOR: DAVID B. DILLON                                        Management           For      For
1D     ELECTION OF DIRECTOR: SUSAN J. KROPF                                         Management           For      For
1E     ELECTION OF DIRECTOR: JOHN T. LAMACCHIA                                      Management           For      For
1F     ELECTION OF DIRECTOR: DAVID B. LEWIS                                         Management           For      For
1G     ELECTION OF DIRECTOR: W. RODNEY MCMULLEN                                     Management           For      For
1H     ELECTION OF DIRECTOR: JORGE P. MONTOYA                                       Management           For      For
1I     ELECTION OF DIRECTOR: CLYDE R. MOORE                                         Management           For      For
1J     ELECTION OF DIRECTOR: SUSAN M. PHILLIPS                                      Management           For      For
1K     ELECTION OF DIRECTOR: STEVEN R. ROGEL                                        Management           For      For
1L     ELECTION OF DIRECTOR: JAMES A. RUNDE                                         Management           For      For
1M     ELECTION OF DIRECTOR: RONALD L. SARGENT                                      Management           For      For
1N     ELECTION OF DIRECTOR: BOBBY S. SHACKOULS                                     Management           For      For
02     APPROVAL OF 2011 LONG-TERM INCENTIVE AND CASH                                Management           Against  Against
       BONUS PLAN.
03     ADVISORY VOTE ON EXECUTIVE COMPENSATION.                                     Management           Abstain  Against
04     ADVISORY VOTE ON FREQUENCY OF HOLDING ADVISORY                               Management           Abstain  Against
       VOTE ON EXECUTIVE COMPENSATION.
05     APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS                                   Management           For      For
       AUDITORS.
06     APPROVAL OF SHAREHOLDER PROPOSAL, IF PROPERLY                                Shareholder          Against  For
       PRESENTED, TO RECOMMEND REVISION OF KROGER'S
       CODE OF CONDUCT.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       156

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                            Management           For      For
       THE BOARD 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                              Management           Abstain  Against
       PAY VOTE).
05     ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE                                Management           Abstain  Against
       SAY ON PAY VOTE.


HELLENIC TELECOMMUNICATIONS ORG. S.A.

SECURITY           423325307       MEETING TYPE    Consent
TICKER SYMBOL      HLTOY           MEETING DATE    23-Jun-2011
ISIN               US4233253073    AGENDA          933479998 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     SUBMISSION FOR APPROVAL OF THE ANNUAL FINANCIAL                              Management           For      For
       STATEMENTS OF OTE S.A. (BOTH SEPARATE AND
       CONSOLIDATED) OF THE FISCAL YEAR 2010 (1/1/2010-
       31/12/2010), WITH THE RELEVANT BOARD OF DIRECTORS'
       AND CERTIFIED AUDITORS' REPORTS, AND APPROVAL OF
       PROFIT DISTRIBUTION.
02     EXONERATION OF THE MEMBERS OF THE BOARD OF                                   Management           For      For
       DIRECTORS AND THE CERTIFIED AUDITORS OF ALL
       LIABILITY, FOR THE FISCAL YEAR 2010, PURSUANT TO
       ARTICLE 35 OF C.L.2190/1920.
03     APPOINTMENT OF CHARTERED AUDITORS FOR THE                                    Management           For      For
       ORDINARY AUDIT OF THE FINANCIAL STATEMENTS OF OTE
       S.A. (BOTH SEPARATE AND CONSOLIDATED), IN
       ACCORDANCE WITH THE INTERNATIONAL FINANCIAL
       REPORTING STANDARDS, FOR THE FISCAL YEAR 2011 AND
       DETERMINATION OF THEIR FEES.
04     APPROVAL OF THE REMUNERATION AND EXPENSES PAID                               Management           For      For
       TO THE MEMBERS OF THE BOARD OF DIRECTORS, THE
       AUDIT COMMITTEE AND THE COMPENSATION & HUMAN
       RESOURCES COMMITTEE FOR THE FISCAL YEAR 2010 AND
       DETERMINATION OF THEM FOR THE FISCAL YEAR 2011.
05     APPROVAL OF THE RENEWAL OF THE CONTRACT FOR THE                              Management           For      For
       INSURANCE COVERAGE OF THE COMPANY'S MEMBERS OF
       THE BOARD OF DIRECTORS AND OFFICERS AGAINST
       LIABILITIES INCURRED IN THE EXERCISE OF THEIR
       RESPONSIBILITIES, DUTIES OR AUTHORITIES AND
       GRANTING OF POWER TO SIGN IT.
06     APPROVAL OF THE AMENDMENT OF TERMS OF THE STOCK                              Management           For      For
       OPTION PLAN IN FORCE FOR EXECUTIVES OF THE
       COMPANY AND ITS AFFILIATED COMPANIES, IN THE
       CONTEXT OF ARTICLE 42E OF C.L.2190/1920.
07     APPROVAL OF THE AMENDMENT OF ARTICLES 9                                      Management           For      For
       "ELECTION, COMPOSITION AND TERM OF THE BOARD OF
       DIRECTORS", 17 "NOTIFICATION - DAILY AGENDA OF THE
       GENERAL ASSEMBLY OF THE SHAREHOLDERS OF THE
       COMPANY", 18 "SUBMISSION OF DOCUMENTS FOR
       PARTICIPATION IN THE GENERAL ASSEMBLY", 19
       "ORDINARY QUORUM AND MAJORITY OF THE GENERAL
       ASSEMBLY", 20 "EXTRAORDINARY QUORUM AND
       MAJORITY", 24 "RIGHTS OF MINORITY SHAREHOLDERS"
       AND 28 "ALLOCATION OF PROFITS", OF THE ARTICLES OF
       INCORPORATION IN FORCE, FOR PURPOSE OF ADAPTING
       THEM TO PROVISIONS OF C.L.2190/1920, AS IN FORCE.
08     APPROVAL OF THE ACQUISITION BY OTE S.A. OF OWN                               Management           For      For
       SHARES, PURSUANT TO ARTICLE 16 OF C.L.2190/1920.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       157

LIANHUA SUPERMARKET HLDGS CO LTD

SECURITY       Y5279F102     MEETING TYPE    Annual General Meeting
TICKER SYMBOL                MEETING DATE    28-Jun-2011
ISIN           CNE1000003P2  AGENDA          703068191 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE                             Non-Voting
       BY CLICKING ON THE URL LINK:-
       http://www.hkexnews.hk/listedco/listconews/sehk/20110512/LTN2
       0110512388.pdf
CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                                 Non-Voting
       VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
       THANK YOU.
1      To approve the report of the Board of Directors of the Company               Management           For      For
       (the "Board") for the year ended 31 December 2010
2      To approve the report of the supervisory committee of the                    Management           For      For
       Company for the year ended 31 December 2010
3      To approve the consolidated audited financial statements of the              Management           For      For
       Company and the report of the international auditors for the year
       ended 31 December 2010
4      To approve the profit distribution proposal of the Company and the           Management           For      For
       relevant declaration and payment of a final dividend of RMB0.18
       per share (inclusive of tax) of the Company for the year ended 31
       December 2010
5.i    To approve the appointment of Mr. Hua Guo-ping as the executive              Management           For      For
       director of the Company
5ii    To approve the appointment of Mr. Liang Wei as the executive                 Management           For      For
       director of the Company
5iii   To approve the appointment of Ms. Xu Ling-ling as the executive              Management           For      For
       director of the Company
5iv    To approve the appointment of Ms. Cai Lan-ying as the executive              Management           For      For
       director of the Company
5v     To approve the appointment of Mr. Tang Qi as the executive                   Management           For      For
       director of the Company
5vi    To approve the appointment of Mr. Ma Xin-sheng as the non-                   Management           For      For
       executive director of the Company
5vii   To approve the appointment of Mr. Xu Bo as the non-executive                 Management           For      For
       director of the Company
5viii  To approve the appointment of Mr. Kazuyasu Misu as the non-                  Management           For      For
       executive director of the Company
5ix    To approve the appointment of Mr. Wong Tak Hung as the non-                  Management           For      For
       executive director of the Company
5x     To approve the appointment of Mr. Xia Da-wei as the independent              Management           For      For
       non-executive director of the Company
5xi    To approve the appointment of Mr. Lee Kwok Ming, Don as the                  Management           For      For
       independent non-executive director of the Company
5xii   To approve the appointment of Mr. Zhang Hui-ming as the                      Management           For      For
       independent non-executive director of the Company
6i     To approve the appointment of Mr. Chen Jian-jun as the                       Management           For      For
       supervisor of the Company
6ii    To approve the appointment of Mr. Wang Long-sheng as the                     Management           For      For
       supervisor of the Company
7      To approve the proposed remuneration of each of the                          Management           For      For
       independent non-executive director of the fourth session of the
       Board and the grant of authorization to the chairman of the fourth
       session of the Board to enter into letter of appointment with each
       of the independent non-executive director
8      To approve the re-appointment of Shanghai Certified Public                   Management           For      For
       Accountants as the Company's PRC auditors and Deloitte Touche
       Tohmatsu as the Company's international auditors for the period
       from the conclusion of the annual general meeting of the
       Company for the year 2010 to the conclusion of the annual
       general meeting of the Company for the year 2011 and to
       authorise the Board to fix their respective remuneration
9      To consider and approve other matters, if any                                Management           Abstain  For
S.1    To approve the proposal relating to the bonus issue of the                   Management           For      For
       Company to the shareholders whose names appear on the
       register of members of the Company on the Record Date, by way
       of capitalization of part of the Company's capital reserve fund
S.2    To approve, the proposal relating to the increase of the registered          Management           For      For
       capital of the Company from RMB622,000,000 to
       RMB1,119,600,000 as a result of the Bonus Issue
S.3.i  To approve the following proposed amendments to the articles of              Management           For      For
       association of the Company and to authorize any two executive
       directors of the Board to make corresponding amendments to the
       articles of association in accordance with the opinions of the
       relevant regulatory authorities: Article 21 of the articles of
       association of the Company
S.3ii  To approve the following proposed amendments to the articles of              Management           For      For
       association of the Company and to authorize any two executive
       directors of the Board to make corresponding amendments to the
       articles of association in accordance with the opinions of the
       relevant regulatory authorities: Article 25 of the articles of
       association of the Company
CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                           Non-Voting
       OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
       IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
       FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       158

LIANHUA SUPERMARKET HLDGS CO LTD

SECURITY         Y5279F102       MEETING TYPE    Class Meeting
TICKER SYMBOL                    MEETING DATE    28-Jun-2011
ISIN             CNE1000003P2    AGENDA          703068266 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE                             Non-Voting
       BY CLICKING ON THE URL-
       LINK:http://www.hkexnews.hk/listedco/listconews/sehk/20110512/
       LTN20110512394.pdf
CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO                                 Non-Voting
       VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR ALL
       RESOLUTIONS. THANK YOU.
1      To approve the proposal relating to the bonus issue of the                   Management           For      For
       company to the shareholders whose names appear on the register
       of members of the company on the record date, by way of
       capitalization of part of the company's capital reserve fund
2      To approve, the proposal relating to the increase of the registered          Management           For      For
       capital of the company from RMB 622,000,000 to RMB
       1,119,600,000 as a result of the bonus issue
3.i    To approve the following proposed amendment to the articles of               Management           For      For
       association of the company and to authorize any two executive
       directors of the board to make corresponding amendments to the
       articles of association in accordance with the opinions of the
       relevant regulatory authorities: Article 21 of the articles of
       association of the company
3.ii   To approve the following proposed amendment to the articles of               Management           For      For
       association of the company and to authorize any two executive
       directors of the board to make corresponding amendments to the
       articles of association in accordance with the opinions of the
       relevant regulatory authorities: Article 25 of the articles of
       association of the company
CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT                           Non-Voting
       OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
       IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
       FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.


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                                Non-Voting
       REACH QUORUM, 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                             Non-Voting
       ID 813670 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                            Non-Voting
       IN MEETING 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                              Non-Voting
       BE ELECTED AS 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:                           Shareholder          Against  For
       The 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:                           Shareholder
       The 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:                           Shareholder
       Group of 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                              Non-Voting
       BE ELECTED AS 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.




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       159



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
O.3.1  PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL:                           Shareholder          Against  For
       The 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:                           Shareholder          Against  For
       The 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:                           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 maximum              Management           For      For
       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 Voting)           Management           For      For
       and 23 (Audit) of the Bylaw and amendment of the audit
       paragraph's title. Resolution related thereto


SONY CORPORATION

SECURITY        835699307       MEETING TYPE    Annual
TICKER SYMBOL   SNE             MEETING DATE    28-Jun-2011
ISIN            US8356993076    AGENDA          933472932 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     DIRECTOR                                                                     Management
       1  HOWARD STRINGER                                                                                For      For
       2  RYOJI CHUBACHI                                                                                 For      For
       3  YOTARO KOBAYASHI                                                                               For      For
       4  YOSHIAKI YAMAUCHI                                                                              For      For
       5  PETER BONFIELD                                                                                 For      For
       6  FUJIO CHO                                                                                      For      For
       7  RYUJI YASUDA                                                                                   For      For
       8  YUKAKO UCHINAGA                                                                                For      For
       9  MITSUAKI YAHAGI                                                                                For      For
       10  TSUN-YAN HSIEH                                                                                For      For
       11  ROLAND A. HERNANDEZ                                                                           For      For
       12  KANEMITSU ANRAKU                                                                              For      For
       13  YORIHIKO KOJIMA                                                                               For      For
       14  OSAMU NAGAYAMA                                                                                For      For
       15  YUICHIRO ANZAI                                                                                For      For
02     TO ISSUE STOCK ACQUISITION RIGHTS FOR THE PURPOSE                            Management           For      For
       OF GRANTING STOCK OPTIONS.


KYOCERA CORPORATION

SECURITY          501556203       MEETING TYPE    Annual
TICKER SYMBOL     KYO             MEETING DATE    28-Jun-2011
ISIN              US5015562037    AGENDA          933479102 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
01     APPROVAL OF THE DISPOSITION OF SURPLUS. (PLEASE                              Management           For      For
       SEE PAGE 3 OF THE COMPANY'S NOTICE OF MEETING).
2A     ELECTION OF MAKOTO KAWAMURA AS A DIRECTOR.                                   Management           For      For
       (PLEASE SEE PAGE 4 OF THE COMPANY'S NOTICE OF
       MEETING).
2B     ELECTION OF TETSUO KUBA AS A DIRECTOR. (PLEASE SEE                           Management           For      For
       PAGE 4 OF THE COMPANY'S NOTICE OF MEETING).
2C     ELECTION OF TATSUMI MAEDA AS A DIRECTOR. (PLEASE                             Management           For      For
       SEE PAGE 5 OF THE COMPANY'S NOTICE OF MEETING).
2D     ELECTION OF HISAO HISAKI AS A DIRECTOR. (PLEASE SEE                          Management           For      For
       PAGE 5 OF THE COMPANY'S NOTICE OF MEETING).
2E     ELECTION OF YASUYUKI YAMAMOTO AS A DIRECTOR.                                 Management           For      For
       (PLEASE SEE PAGE 6 OF THE COMPANY'S NOTICE OF
       MEETING).
2F     ELECTION OF GORO YAMAGUCHI AS A DIRECTOR. (PLEASE                            Management           For      For
       SEE PAGE 6 OF THE COMPANY'S NOTICE OF MEETING).
2G     ELECTION OF SHOICHI AOKI AS A DIRECTOR. (PLEASE SEE                          Management           For      For
       PAGE 6 OF THE COMPANY'S NOTICE OF MEETING).
2H     ELECTION OF KATSUMI KOMAGUCHI AS A DIRECTOR.                                 Management           For      For
       (PLEASE SEE PAGE 7 OF THE COMPANY'S NOTICE OF
       MEETING).
2I     ELECTION OF TSUTOMU YAMORI AS A DIRECTOR. (PLEASE                            Management           For      For
       SEE PAGE 7 OF THE COMPANY'S NOTICE OF MEETING).
2J     ELECTION OF YOSHIHITO OHTA AS A DIRECTOR. (PLEASE                            Management           For      For
       SEE PAGE 7 OF THE COMPANY'S NOTICE OF MEETING).
2K     ELECTION OF RODNEY N. LANTHORNE AS A DIRECTOR.                               Management           For      For
       (PLEASE SEE PAGE 8 OF THE COMPANY'S NOTICE OF
       MEETING).




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       160



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
2L     ELECTION OF JOHN S. GILBERTSON AS A DIRECTOR.                                Management           For      For
       (PLEASE SEE PAGE 8 OF THE COMPANY'S NOTICE OF
       MEETING).
03     ELECTION OF YOSHIHIRO KANO AS A CORPORATE                                    Management           For      For
       AUDITOR. (PLEASE SEE PAGE 9 OF THE COMPANY'S
       NOTICE OF MEETING).


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                                   Management           For
       UNAFFILIATED DIRECTOR.
02     TO APPOINT AUGIE K. FABELA II AS AN UNAFFILIATED                             Management           For
       DIRECTOR, SUBJECT TO THE PASSING OF RESOLUTION 12
       BELOW.
03     TO APPOINT LEONID NOVOSELSKY AS AN UNAFFILIATED                              Management           For
       DIRECTOR.
04     TO APPOINT MIKHAIL FRIDMAN AS A NOMINATED                                    Management           For
       DIRECTOR.
05     TO APPOINT KJELL MARTEN JOHNSEN AS A NOMINATED                               Management           For
       DIRECTOR.
06     TO APPOINT OLEG MALIS AS A NOMINATED DIRECTOR.                               Management           For
07     TO APPOINT ALEXEY REZNIKOVICH AS A NOMINATED                                 Management           For
       DIRECTOR.
08     TO APPOINT OLE BJORN SJULSTAD AS A NOMINATED                                 Management           For
       DIRECTOR.
09     TO APPOINT JAN-EDVARD THYGESEN AS A NOMINATED                                Management           For
       DIRECTOR.
10     TO RE-APPOINT ERNST & YOUNG ACCOUNTANTS LLP AS                               Management           For      For
       AUDITOR AND TO AUTHORISE THE SUPERVISORY BOARD
       TO DETERMINE ITS REMUNERATION.
11     TO EXTEND THE PERIOD FOR PREPARATION OF THE                                  Management           For      For
       STATUTORY ANNUAL 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


NINTENDO CO.,LTD.

SECURITY        J51699106       MEETING TYPE    Annual General Meeting
TICKER SYMBOL                   MEETING DATE    29-Jun-2011
ISIN            JP3756600007    AGENDA          703142252 - 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
3.1    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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       161

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


TOKYO BROADCASTING SYSTEM HOLDINGS,INC.

SECURITY        J86656105      MEETING TYPE    Annual General Meeting
TICKER SYMBOL                  MEETING DATE    29-Jun-2011
ISIN            JP3588600001   AGENDA          703147884 - Management



                                                                                                                  FOR/AGAINST
ITEM   PROPOSAL                                                                     TYPE                 VOTE     MANAGEMENT
----   ----------------------------------------------------------------             ------               ----     -----------
                                                                                                      
1      Approve Appropriation of Profits                                             Management           For      For
2      Amend Articles to: Approve Minor Revisions                                   Management           For      For
3.1    Appoint a Director                                                           Management           For      For
3.2    Appoint a Director                                                           Management           For      For
3.3    Appoint a Director                                                           Management           For      For
3.4    Appoint a Director                                                           Management           For      For
3.5    Appoint a Director                                                           Management           For      For
3.6    Appoint a Director                                                           Management           For      For
3.7    Appoint a Director                                                           Management           For      For
3.8    Appoint a Director                                                           Management           For      For
3.9    Appoint a Director                                                           Management           For      For
3.10   Appoint a Director                                                           Management           For      For
3.11   Appoint a Director                                                           Management           For      For
3.12   Appoint a Director                                                           Management           For      For
3.13   Appoint a Director                                                           Management           For      For
3.14   Appoint a Director                                                           Management           For      For
3.15   Appoint a Director                                                           Management           For      For
3.16   Appoint a Director                                                           Management           For      For


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




ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011             Report Date: 07/01/2011
The Gabelli Asset Fund                                                       162

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                           Management           For      For
       AS THE 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                               Management           For      For
       AUDITOR FOR FISCAL 2012.
3      PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING)                               Management           Abstain  Against
       RESOLUTION RELATING TO EXECUTIVE COMPENSATION.
4      EXECUTIVE COMPENSATION FREQUENCY STOCKHOLDER                                 Management           Abstain  Against
       VOTE.




                                   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 The Gabelli Asset  Fund

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.