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 811-02631

                          Chestnut Street Exchange Fund
               (Exact name of registrant as specified in charter)

                              103 Bellevue Parkway
                              Wilmington, DE 19809
               (Address of principal executive offices) (Zip code)

                                 Edward J. Roach
                          Chestnut Street Exchange Fund
                              103 Bellevue Parkway
                              Wilmington, DE 19809
                     (Name and address of agent for service)

       Registrant's telephone number, including area code: (302)-791-1112

                      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.



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                               PROXY VOTING RECORD

                    FOR PERIOD JULY 1, 2010 TO JUNE 30, 2011

                               ORACLE CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
ORCL     06-Oct-10      USA           68389X105     Annual         09-Aug-10

CUSIP: 68389X105



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Jeffrey S. Berg                   Mgmt        For        Withhold
1.2   Elect Director H. Raymond Bingham                Mgmt        For        Withhold
1.3   Elect Director Michael J. Boskin                 Mgmt        For        Withhold
1.4   Elect Director Safra A. Catz                     Mgmt        For        For
1.5   Elect Director Bruce R. Chizen                   Mgmt        For        For
1.6   Elect Director George H. Conrades                Mgmt        For        For
1.7   Elect Director Lawrence J. Ellison               Mgmt        For        For
1.8   Elect Director Hector Garcia-Molina              Mgmt        For        Withhold
1.9   Elect Director Jeffrey O. Henley                 Mgmt        For        For
1.10  Elect Director Mark V. Hurd                      Mgmt        For        For
1.11  Elect Director Donald L. Lucas                   Mgmt        For        For
1.12  Elect Director Naomi O. Seligman                 Mgmt        For        Withhold
2     Approve Executive Incentive Bonus Plan           Mgmt        For        For
3     Amend Omnibus Stock Plan                         Mgmt        For        For
4     Ratify Auditors                                  Mgmt        For        For
5     Establish Board Committee on Sustainability      SH          Against    Against
6     Require a Majority Vote for the Election of      SH          Against    Against
      Directors
7     Stock Retention/Holding Period                   SH          Against    Against


                          THE PROCTER & GAMBLE COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
PG       12-Oct-10      USA           742718109     Annual         13-Aug-10

CUSIP: 742718109



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Angela F. Braly                   Mgmt        For        For
2     Elect Director Kenneth I. Chenault               Mgmt        For        For
3     Elect Director Scott D. Cook                     Mgmt        For        For
4     Elect Director Rajat K. Gupta                    Mgmt        For        For
5     Elect Director Robert A. Mcdonald                Mgmt        For        For
6     Elect Director W. James Mcnerney, Jr.            Mgmt        For        For
7     Elect Director Johnathan A. Rodgers              Mgmt        For        For
8     Elect Director Mary A. Wilderotter               Mgmt        For        For
9     Elect Director Patricia A. Woertz                Mgmt        For        For
10    Elect Director Ernesto Zedillo                   Mgmt        For        For
11    Ratify Auditors                                  Mgmt        For        For
12    Provide for Cumulative Voting                    SH          Against    Against


                              SARA LEE CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
SLE      28-Oct-10      USA           803111103     Annual         07-Sep-10

CUSIP: 803111103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Christopher B. Begley             Mgmt        For        For
2     Elect Director Crandall C. Bowles                Mgmt        For        For
3     Elect Director Virgis W. Colbert                 Mgmt        For        For
4     Elect Director James S. Crown                    Mgmt        For        For
5     Elect Director Laurette T. Koellner              Mgmt        For        For
6     Elect Director Cornelis J.A. Van Lede            Mgmt        For        For
7     Elect Director Dr. John Mcadam                   Mgmt        For        For
8     Elect Director Sir Ian Prosser                   Mgmt        For        For
9     Elect Director Norman R. Sorensen                Mgmt        For        For
10    Elect Director Jeffrey W. Ubben                  Mgmt        For        For
11    Elect Director Jonathan P. Ward                  Mgmt        For        For
12    Ratify Auditors                                  Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                             MICROSOFT CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MSFT     16-Nov-10      USA           594918104     Annual         03-Sep-10

CUSIP: 594918104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Steven A. Ballmer                 Mgmt        For        For
2     Elect Director Dina Dublon                       Mgmt        For        For
3     Elect Director William H. Gates III              Mgmt        For        For
4     Elect Director Raymond V. Gilmartin              Mgmt        For        For
5     Elect Director Reed Hastings                     Mgmt        For        For
6     Elect Director Maria M. Klawe                    Mgmt        For        For
7     Elect Director David F. Marquardt                Mgmt        For        For
8     Elect Director Charles H. Noski                  Mgmt        For        For
9     Elect Director Helmut Panke                      Mgmt        For        For
10    Ratify Auditors                                  Mgmt        For        For
11    Amend Bylaws to Establish a Board Committee on   SH          Against    Against
      Environmental Sustainability


                               CISCO SYSTEMS, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
CSCO     18-Nov-10      USA           17275R102     Annual         20-Sep-10

CUSIP: 17275R102



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Carol A. Bartz                    Mgmt        For        For
2     Elect Director M. Michele Burns                  Mgmt        For        For
3     Elect Director Michael D. Capellas               Mgmt        For        For
4     Elect Director Larry R. Carter                   Mgmt        For        For
5     Elect Director John T. Chambers                  Mgmt        For        For
6     Elect Director Brian L. Halla                    Mgmt        For        For
7     Elect Director John L. Hennessy                  Mgmt        For        Against
8     Elect Director Richard M. Kovacevich             Mgmt        For        For
9     Elect Director Roderick C. Mcgeary               Mgmt        For        For
10    Elect Director Michael K. Powell                 Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
11    Elect Director Arun Sarin                        Mgmt        For        For
12    Elect Director Steven M. West                    Mgmt        For        For
13    Elect Director Jerry Yang                        Mgmt        For        For
14    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
15    Ratify Auditors                                  Mgmt        For        For
16    Amend Bylaws to Establish a Board Committee on   SH          Against    Against
      Environmental Sustainability
17    Report on Internet Fragmentation                 SH          Against    Against
18    Adopt Policy Prohibiting Sale of Products in     SH          Against    Against
      China if they
      Contribute to Human Rights Abuses


                        AIR PRODUCTS AND CHEMICALS, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
APD      27-Jan-11      USA           009158106     Annual         30-Nov-10

CUSIP: 009158106



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Chadwick C. Deaton                Mgmt        For        For
1.2   Elect Director Michael J. Donahue                Mgmt        For        For
1.3   Elect Director Ursula O. Fairbairn               Mgmt        For        For
1.4   Elect Director Lawrence S. Smith                 Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
5     Approve Executive Incentive Bonus Plan           Mgmt        For        For


                              EMERSON ELECTRIC CO.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
EMR      01-Feb-11      USA           291011104     Annual         23-Nov-10

CUSIP: 291011104



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director D.N. Farr                         Mgmt        For        For
1.2   Elect Director H. Green                          Mgmt        For        For
1.3   Elect Director C.A. Peters                       Mgmt        For        For
1.4   Elect Director J.W. Prueher                      Mgmt        For        For
1.5   Elect Director R.L. Ridgway                      Mgmt        For        For
2     Amend Omnibus Stock Plan                         Mgmt        For        For
3     Approve Stock Option Plan                        Mgmt        For        For
4     Ratify Auditors                                  Mgmt        For        For
5     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
7     Report on Sustainability                         SH          Against    Against


                       CABOT MICROELECTRONICS CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
CCMP     08-Mar-11      USA           12709P103     Annual         14-Jan-11

CUSIP: 12709P103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Robert J. Birgeneau               Mgmt        For        For
1.2   Elect Director Steven V. Wilkinson               Mgmt        For        For
1.3   Elect Director Bailing Xia                       Mgmt        For        For
2     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
4     Ratify Auditors                                  Mgmt        For        For


                                CABOT CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
CBT      10-Mar-11      USA           127055101     Annual         14-Jan-11

CUSIP: 127055101



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Juan Enriquez-Cabot               Mgmt        For        For
1.2   Elect Director Gautam S. Kaji                    Mgmt        For        For
1.3   Elect Director Henry F. McCance                  Mgmt        For        For
1.4   Elect Director Patrick M. Prevost                Mgmt        For        For
2     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
4     Approve Executive Incentive Bonus Plan           Mgmt        For        For
5     Ratify Auditors                                  Mgmt        For        For


                             HEWLETT-PACKARD COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
HPQ      23-Mar-11      USA           428236103     Annual         24-Jan-11

CUSIP: 428236103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director M. L. Andreessen                  Mgmt        For        For
2     Elect Director L. Apotheker                      Mgmt        For        For
3     Elect Director L.T. Babbio, Jr.                  Mgmt        For        For
4     Elect Director S.M. Baldauf                      Mgmt        For        For
5     Elect Director S. Banerji                        Mgmt        For        For
6     Elect Director R.L. Gupta                        Mgmt        For        For
7     Elect Director J.H. Hammergren                   Mgmt        For        For
8     Elect Director R.J. Lane                         Mgmt        For        For
9     Elect Director  G.M. Reiner                      Mgmt        For        For
10    Elect Director P.F. Russo                        Mgmt        For        For
11    Elect Director D. Senequier                      Mgmt        For        For
12    Elect Director G.K. Thompson                     Mgmt        For        For
13    Elect Director M.C. Whitman                      Mgmt        For        For
14    Ratify Auditors                                  Mgmt        For        For
15    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
17    Approve Qualified Employee Stock Purchase        Mgmt        For        For
      Plan
18    Amend Executive Incentive Bonus Plan             Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                             THE WALT DISNEY COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
DIS      23-Mar-11      USA           254687106     Annual         24-Jan-11

CUSIP: 254687106



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Susan E. Arnold                   Mgmt        For        Against
2     Elect Director John E. Bryson                    Mgmt        For        For
3     Elect Director John S. Chen                      Mgmt        For        Against
4     Elect Director Judith L. Estrin                  Mgmt        For        For
5     Elect Director Robert A. Iger                    Mgmt        For        For
6     Elect Director Steven P. Jobs                    Mgmt        For        Against
7     Elect Director Fred H. Langhammer                Mgmt        For        Against
8     Elect Director Aylwin B. Lewis                   Mgmt        For        Against
9     Elect Director Monica C. Lozano                  Mgmt        For        For
10    Elect Director Robert W. Matschullat             Mgmt        For        For
11    Elect Director John E. Pepper, Jr.               Mgmt        For        Against
12    Elect Director Sheryl Sandberg                   Mgmt        For        For
13    Elect Director Orin C. Smith                     Mgmt        For        Against
14    Ratify Auditors                                  Mgmt        For        For
15    Approve Omnibus Stock Plan                       Mgmt        For        For
16    Advisory Vote to Ratify Named Executive          Mgmt        For        Against
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
18    Prohibit Retesting Performance Goals             SH          Against    For


                              SCHLUMBERGER LIMITED

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
SLB      06-Apr-11      Netherlands   806857108     Annual         16-Feb-11
                        Antilles

CUSIP: 806857108



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Philippe Camus                    Mgmt        For        For
1.2   Elect Director Peter L.S. Currie                 Mgmt        For        For
1.3   Elect Director Andrew Gould                      Mgmt        For        For
1.4   Elect Director Tony Isaac                        Mgmt        For        For
1.5   Elect Director K. Vaman Kamath                   Mgmt        For        For
1.6   Elect Director Nikolay Kudryavtsev               Mgmt        For        For
1.7   Elect Director Adrian Lajous                     Mgmt        For        For
1.8   Elect Director Michael E. Marks                  Mgmt        For        For
1.9   Elect Director Elizabeth Moler                   Mgmt        For        For
1.10  Elect Director Leo Rafael Reif                   Mgmt        For        For
1.11  Elect Director Tore I. Sandvold                  Mgmt        For        For
1.12  Elect Director Henri Seydoux                     Mgmt        For        For
1.13  Elect Director Paal Kibsgaard                    Mgmt        For        For
1.14  Elect Director Lubna S. Olayan                   Mgmt        For        For
2     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
      Research Notes: [RU-M0550-REF] REFER
3     Advisory Vote on Say on Pay Frequency            Mgmt        Two Years  Three Years
      Research Notes: [RU-M0552-REF] REFER
4     Increase Authorized Common Stock                 Mgmt        For        For
5     Adopt Plurality Voting for Contested             Mgmt        For        For
      Election of Directors
      Research Notes: [RU-M0267-REF] REFER
6     Adopt and Approve Financials and Dividends       Mgmt        For        For
7     Ratify PricewaterhouseCoopers LLP as Auditors    Mgmt        For        For


                               MOODY'S CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MCO      19-Apr-11      USA           615369105     Annual         25-Feb-11

CUSIP: 615369105



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Robert R. Glauber                 Mgmt        For        Against
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
4     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three
                                                                   Years      Years
5     Require Independent Board Chairman               SH          Against    For
6     Elect Director Jorge A. Bermudez                 Mgmt        For        For


                                HANESBRANDS INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
HBI      26-Apr-11      USA           410345102     Annual         17-Feb-11

CUSIP: 410345102



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Lee A. Chaden                     Mgmt        For        For
1.2   Elect Director Bobby J. Griffin                  Mgmt        For        For
1.3   Elect Director James C. Johnson                  Mgmt        For        For
1.4   Elect Director Jessica T. Mathews                Mgmt        For        For
1.5   Elect Director J. Patrick Mulcahy                Mgmt        For        For
1.6   Elect Director Ronald L. Nelson                  Mgmt        For        For
1.7   Elect Director Richard A. Noll                   Mgmt        For        For
1.8   Elect Director Andrew J. Schindler               Mgmt        For        For
1.9   Elect Director Ann E. Ziegler                    Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years


                   INTERNATIONAL BUSINESS MACHINES CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
IBM      26-Apr-11      USA           459200101     Annual         25-Feb-11

CUSIP: 459200101



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director A. J. P. Belda                    Mgmt        For        For
2     Elect Director W. R. Brody                       Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
3     Elect Director K. I. Chenault                    Mgmt        For        For
4     Elect Director M. L. Eskew                       Mgmt        For        For
5     Elect Director S. A. Jackson                     Mgmt        For        Against
6     Elect Director A. N. Liveris                     Mgmt        For        For
7     Elect Director W. J. McNerney, Jr.               Mgmt        For        For
8     Elect Director J. W. Owens                       Mgmt        For        For
9     Elect Director S. J. Palmisano                   Mgmt        For        For
10    Elect Director J. E. Spero                       Mgmt        For        For
11    Elect Director S. Taurel                         Mgmt        For        For
12    Elect Director L. H. Zambrano                    Mgmt        For        For
13    Ratify Auditors                                  Mgmt        For        For
14    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
16    Provide for Cumulative Voting                    SH          Against    Against
17    Report on Political Contributions                SH          Against    Against
18    Report on Lobbying Expenses                      SH          Against    Against


                           AMERIPRISE FINANCIAL, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
AMP      27-Apr-11      USA           03076C106     Annual         28-Feb-11

CUSIP: 03076C106



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Siri S. Marshall                  Mgmt        For        For
2     Elect Director W. Walker Lewis                   Mgmt        For        For
3     Elect Director William H. Turner                 Mgmt        For        For
4     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
6     Ratify Auditors                                  Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                            GENERAL ELECTRIC COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
GE       27-Apr-11      USA           369604103     Annual         28-Feb-11

CUSIP: 369604103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director W. Geoffrey Beattie               Mgmt        For        For
2     Elect Director James I. Cash, Jr.                Mgmt        For        For
3     Elect Director Ann M. Fudge                      Mgmt        For        For
4     Elect Director Susan Hockfield                   Mgmt        For        For
5     Elect Director Jeffrey R. Immelt                 Mgmt        For        For
6     Elect Director Andrea Jung                       Mgmt        For        For
7     Elect Director Alan G. Lafley                    Mgmt        For        For
8     Elect Director Robert W. Lane                    Mgmt        For        For
9     Elect Director Ralph S. Larsen                   Mgmt        For        For
10    Elect Director Rochelle B. Lazarus               Mgmt        For        For
11    Elect Director James J. Mulva                    Mgmt        For        For
12    Elect Director Sam Nunn                          Mgmt        For        For
13    Elect Director Roger S. Penske                   Mgmt        For        For
14    Elect Director Robert J. Swieringa               Mgmt        For        For
15    Elect Director James S. Tisch                    Mgmt        For        Against
16    Elect Director Douglas A. Warner III             Mgmt        For        For
17    Ratify Auditors                                  Mgmt        For        For
18    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
19    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
20    Provide for Cumulative Voting                    SH          Against    Against
21    Performance-Based Equity Awards                  SH          Against    Against
22    Withdraw Stock Options Granted to                SH          Against    Against
      Executive Officers
23    Report on Climate Change Business Risk           SH          Against    Against
24    Report on Animal Testing and Plans for           SH          Against    Against
      Reduction


                              THE COCA-COLA COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
KO       27-Apr-11      USA           191216100     Annual         28-Feb-11

CUSIP: 191216100



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Herbert A. Allen                  Mgmt        For        For
2     Elect Director Ronald W. Allen                   Mgmt        For        Against
3     Elect Director Howard G. Buffett                 Mgmt        For        For
4     Elect Director Barry Diller                      Mgmt        For        For
5     Elect Director Evan G. Greenberg                 Mgmt        For        For
6     Elect Director Alexis M. Herman                  Mgmt        For        For
7     Elect Director Muhtar Kent                       Mgmt        For        For
8     Elect Director Donald R. Keough                  Mgmt        For        For
9     Elect Director Maria Elena Lagomasino            Mgmt        For        For
10    Elect Director Donald F. McHenry                 Mgmt        For        For
11    Elect Director Sam Nunn                          Mgmt        For        For
12    Elect Director James D. Robinson III             Mgmt        For        For
13    Elect Director Peter V. Ueberroth                Mgmt        For        For
14    Elect Director Jacob Wallenberg                  Mgmt        For        Against
15    Elect Director James B. Williams                 Mgmt        For        For
16    Ratify Auditors                                  Mgmt        For        For
17    Amend Executive Incentive Bonus Plan             Mgmt        For        For
18    Amend Restricted Stock Plan                      Mgmt        For        For
19    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
20    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
21    Publish Report on Chemical Bisphenol-A (BPA)     SH          Against    Against


                                JOHNSON & JOHNSON

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
JNJ      28-Apr-11      USA           478160104     Annual         01-Mar-11

CUSIP: 478160104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Mary Sue Coleman                  Mgmt        For        For
2     Elect Director James G. Cullen                   Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
3     Elect Director Ian E.L. Davis                    Mgmt        For        For
4     Elect Director Michael M.e. Johns                Mgmt        For        For
5     Elect Director Susan L. Lindquist                Mgmt        For        For
6     Elect Director Anne M. Mulcahy                   Mgmt        For        For
7     Elect Director Leo F. Mullin                     Mgmt        For        For
8     Elect Director William D. Perez                  Mgmt        For        For
9     Elect Director Charles Prince                    Mgmt        For        For
10    Elect Director David Satcher                     Mgmt        For        For
11    Elect Director William C. Weldon                 Mgmt        For        For
12    Ratify Auditors                                  Mgmt        For        For
13    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
15    Adopt Policy to Restrain Pharmaceutical          SH          Against    Against
      Price Increases
16    Amend EEO Policy to Prohibit                     SH          Against    Against
      Discrimination Based on
      Applicant's Health Status
17    Adopt Animal-Free Training Methods               SH          Against    Against


                               ABBOTT LABORATORIES

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
ABT      29-Apr-11      USA           002824100     Annual         02-Mar-11

CUSIP: 002824100



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Robert J. Alpern                  Mgmt        For        For
1.2   Elect Director Roxanne S. Austin                 Mgmt        For        For
1.3   Elect Director W. James Farrell                  Mgmt        For        For
1.4   Elect Director H. Laurance Fuller                Mgmt        For        For
1.5   Elect Director Edward M. Liddy                   Mgmt        For        For
1.6   Elect Director Phebe N. Novakovic                Mgmt        For        For
1.7   Elect Director William A. Osborn                 Mgmt        For        For
1.8   Elect Director Samuel C. Scott III               Mgmt        For        For
1.9   Elect Director Glenn F. Tilton                   Mgmt        For        For
1.10  Elect Director Miles D. White                    Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
5     Adopt Policy on Pharmaceutical Price             SH          Against    Against
      Restraint


                            AMERICAN EXPRESS COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
AXP      02-May-11      USA           025816109     Annual         04-Mar-11

CUSIP: 025816109



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Daniel F. Akerson                 Mgmt        For        For
1.2   Elect Director Charlene Barshefsky               Mgmt        For        For
1.3   Elect Director Ursula M. Burns                   Mgmt        For        For
1.4   Elect Director Kenneth I. Chenault               Mgmt        For        For
1.5   Elect Director Peter Chernin                     Mgmt        For        For
1.6   Elect Director Theodore J. Leonsis               Mgmt        For        For
1.7   Director Jan Leschly                             Mgmt        For        For
1.8   Director Richard C. Levin                        Mgmt        For        For
1.9   Director Richard A. McGinn                       Mgmt        For        For
1.10  Director Edward D. Miller                        Mgmt        For        For
1.11  Director Steven S. Reinemund                     Mgmt        For        For
1.12  Director Robert D. Walter                        Mgmt        For        For
1.13  Director Ronald A. Williams                      Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
5     Provide for Cumulative Voting                    SH          Against    Against
6     Amend Bylaws-- Call Special Meetings             SH          Against    Against


                            BAXTER INTERNATIONAL INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
BAX      03-May-11      USA           071813109     Annual         07-Mar-11



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

CUSIP: 071813109



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Wayne T. Hockmeyer                Mgmt        For        For
2     Elect Director Robert L. Parkinson, Jr.          Mgmt        For        For
3     Elect Director Thomas T. Stallkamp               Mgmt        For        For
4     Elect Director Albert P.L. Stroucken             Mgmt        For        For
5     Ratify Auditors                                  Mgmt        For        For
6     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
8     Approve Qualified Employee Stock Purchase        Mgmt        For        For
      Plan
9     Approve Omnibus Stock Plan                       Mgmt        For        For
10    Amend Certificate of Incorporation to            Mgmt        For        For
      Declassify the Board
      and Reduce Supermajority Voting Requirement


                              WELLS FARGO & COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
WFC      03-May-11      USA           949746101     Annual         04-Mar-11

CUSIP: 949746101



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Election Director John D. Baker II               Mgmt        For        For
2     Election Director John S. Chen                   Mgmt        For        For
3     Election Director Lloyd H. Dean                  Mgmt        For        For
4     Election Director Susan E. Engel                 Mgmt        For        For
5     Election Director Enrique Hernandez, Jr.         Mgmt        For        For
6     Election Director Donald M. James                Mgmt        For        For
7     Election Director Mackey J. McDonald             Mgmt        For        For
8     Election Director Cynthia H. Milligan            Mgmt        For        For
9     Elect Director Nicholas G. Moore                 Mgmt        For        For
10    Elect Director Philip J. Quigley                 Mgmt        For        For
11    Elect Director Judith M. Runstad                 Mgmt        For        For
12    Elect Director Stephen W. Sanger                 Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
13    Elect Director John G. Stumpf                    Mgmt        For        For
14    Elect Director an G. Swenson                     Mgmt        For        For
15    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
17    Ratify Auditors                                  Mgmt        For        For
18    Amend Articles/Bylaws/Charter -- Call            SH          Against    Against
      Special Meetings
19    Provide for Cumulative Voting                    SH          Against    Against
20    Require Independent Board Chairman               SH          Against    Against
21    Advisory Vote to Ratify Directors'               SH          Against    Against
      Compensation
22    Require Audit Committee Review and Report        SH          Against    Against
      on Controls Related to Loans, Foreclosure and
      Securitizations


                                  PEPSICO, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
PEP      04-May-11      USA           713448108     Annual         04-Mar-11

CUSIP: 713448108



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director S.L. Brown                        Mgmt        For        For
2     Elect Director I.M. Cook                         Mgmt        For        For
3     Elect Director D. Dublon                         Mgmt        For        For
4     Elect Director V.J. Dzau                         Mgmt        For        For
5     Elect Director R.L. Hunt                         Mgmt        For        For
6     Elect Director A. Ibarguen                       Mgmt        For        For
7     Elect Director A.C. Martinez                     Mgmt        For        For
8     Elect Director I.K. Nooyi                        Mgmt        For        For
9     Elect Director S.P. Rockefeller                  Mgmt        For        For
10    Elect Director J.J. Schiro                       Mgmt        For        For
11    Elect Director L.G. Trotter                      Mgmt        For        For
12    Elect Director D. Vasella                        Mgmt        For        For
13    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
15    Ratify Auditors                                  Mgmt        For        For
16    Adopt Majority Voting for Uncontested            Mgmt        For        For
      Election of Directors




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
17    Amend Articles/Bylaws/Charter -- Call            SH          Against    Against
      Special Meetings
18    Report on Political Contributions                SH          Against    Against


                            UNION PACIFIC CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
UNP      05-May-11      USA           907818108     Annual         28-Feb-11

CUSIP: 907818108



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director Andrew H. Card, Jr.               Mgmt        For        For
1.2   Elect Director Erroll B. Davis, Jr.              Mgmt        For        For
1.3   Elect Director Thomas J. Donohue                 Mgmt        For        Withhold
1.4   Elect Director Archie W. Dunham                  Mgmt        For        For
1.5   Elect Director Judith Richards Hope              Mgmt        For        For
1.6   Elect Director Charles C. Krulak                 Mgmt        For        For
1.7   Elect Director Michael R. McCarthy               Mgmt        For        For
1.8   Elect Director Michael W. McConnell              Mgmt        For        For
1.9   Elect Director Thomas F. McLarty III             Mgmt        For        For
1.10  Elect Director Steven R. Rogel                   Mgmt        For        For
1.11  Elect Director Jose H. Villarreal                Mgmt        For        For
1.12  Elect Director James R. Young                    Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
5a    Reduce Supermajority Vote Requirement            Mgmt        For        For
      Relating to Preference Rights of Preferred
      Stock
5b    Reduce Supermajority Vote Requirement            Mgmt        For        For
      Relating to Removal of Directors
5c    Reduce Supermajority Vote Requirement            Mgmt        For        For
      Relating to Amendments to Authorized Capital
      Stock
6     Require Independent Board Chairman               SH          Against    Against


                           VERIZON COMMUNICATIONS INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
VZ       05-May-11      USA           92343V104     Annual         07-Mar-11



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

CUSIP: 92343V104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Richard L. Carrion                Mgmt        For        For
2     Elect Director M. Frances Keeth                  Mgmt        For        For
3     Elect Director Robert W. Lane                    Mgmt        For        For
4     Elect Director Lowell C. Mcadam                  Mgmt        For        For
5     Elect Director Sandra O. Moose                   Mgmt        For        For
6     Elect Director Joseph Neubauer                   Mgmt        For        For
7     Elect Director Donald T. Nicolaisen              Mgmt        For        For
8     Elect Director Clarence Otis, Jr.                Mgmt        For        For
9     Elect Director Hugh B. Price                     Mgmt        For        For
10    Elect Director Ivan G. Seidenberg                Mgmt        For        For
11    Elect Director Rodney E. Slater                  Mgmt        For        For
12    Elect Director John W. Snow                      Mgmt        For        For
13    Ratify Auditors                                  Mgmt        For        For
14    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
16    Disclose Prior Government Service                SH          Against    Against
17    Performance-Based Equity Awards                  SH          Against    Against
18    Restore or Provide for Cumulative Voting         SH          Against    Against
19    Amend Articles/Bylaws/Charter -- Call            SH          Against    Against
      Special Meetings


                                   3M COMPANY

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MMM      10-May-11      USA           88579Y101     Annual         11-Mar-11

CUSIP: 88579Y101



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Linda G. Alvarado                 Mgmt        For        For
2     Elect Director George W. Buckley                 Mgmt        For        For
3     Elect Director Vance D. Coffman                  Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
4     Elect Director Michael L. Eskew                  Mgmt        For        For
5     Elect Director W. James Farrell                  Mgmt        For        For
6     Elect Director Herbert L. Henkel                 Mgmt        For        For
7     Elect Director Edward M. Liddy                   Mgmt        For        For
8     Elect Director Robert S. Morrison                Mgmt        For        For
9     Elect Director Aulana L. Peters                  Mgmt        For        Against
10    Elect Director Robert J. Ulrich                  Mgmt        For        For
11    Ratify Auditors                                  Mgmt        For        For
12    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
14    Report on Political Contributions                SH          Against    Against


                                  HOSPIRA, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
HSP      10-May-11      USA           441060100     Annual         14-Mar-11

CUSIP: 441060100



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Irving W. Bailey, II              Mgmt        For        For
2     Elect Director F. Michael Ball                   Mgmt        For        For
3     Elect Director Jacque J. Sokolov                 Mgmt        For        For
4     Reduce Supermajority Vote Requirement to         Mgmt        For        For
      Remove Directors for Cause
5     Reduce Supermajority Vote Requirement for        Mgmt        For        For
      By-law Amendments
6     Reduce Supermajority Vote Requirement for        Mgmt        For        For
      Certificate of Incorporation Amendments
7     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
9     Ratify Auditors                                  Mgmt        For        For


                           BANK OF AMERICA CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
BAC      11-May-11      USA           060505104     Annual         16-Mar-11



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

CUSIP: 060505104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Mukesh D. Ambani                  Mgmt        For        For
2     Elect Director Susan S. Bies                     Mgmt        For        For
3     Elect Director Frank P. Bramble, Sr.             Mgmt        For        For
4     Elect Director Virgis W. Colbert                 Mgmt        For        For
5     Elect Director Charles K. Gifford                Mgmt        For        For
6     Elect Director Charles O. Holliday, Jr.          Mgmt        For        For
7     Elect Director D. Paul Jones, Jr.                Mgmt        For        For
8     Elect Director Monica C. Lozano                  Mgmt        For        For
9     Elect Director Thomas J. May                     Mgmt        For        For
10    Elect Director Brian T. Moynihan                 Mgmt        For        For
11    Elect Director Donald E. Powell                  Mgmt        For        For
12    Elect Director Charles O. Rossotti               Mgmt        For        For
13    Elect Director Robert W. Scully                  Mgmt        For        For
14    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
16    Ratify Auditors                                  Mgmt        For        For
17    Disclose Prior Government Service                SH          Against    Against
18    Provide Right to Act by Written Consent          SH          Against    For
19    Require Audit Committee Review and Report        SH          Against    Against
      on Controls Related to Loans, Foreclosure and
      Securitizations
20    Report on Lobbying Expenses                      SH          Against    Against
21    Report on Collateral in Derivatives Trading      SH          Against    Against
22    Restore or Provide for Cumulative Voting         SH          Against    Against
23    Claw-back of Payments under Restatements         SH          Against    Against
24    Prohibit Certain Relocation Benefits to          SH          Against    Against
      Senior Executives


                               COMCAST CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
CMCSA    11-May-11      USA           20030N101     Annual         08-Mar-11

CUSIP: 20030N101



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director S. Decker Anstrom                 Mgmt        For        For
1.2   Elect Director Kenneth J. Bacon                  Mgmt        For        For
1.3   Elect Director Sheldon M. Bonovitz               Mgmt        For        For
1.4   Elect Director Edward D. Breen                   Mgmt        For        For
1.5   Elect Director Joseph J. Collins                 Mgmt        For        For
1.6   Elect Director J. Michael Cook                   Mgmt        For        For
1.7   Elect Director Gerald L. Hassell                 Mgmt        For        For
1.8   Elect Director Jeffrey A. Honickman              Mgmt        For        For
1.9   Elect Director Eduardo G. Mestre                 Mgmt        For        For
1.10  Elect Director Brian L. Roberts                  Mgmt        For        For
1.11  Elect Director Ralph J. Roberts                  Mgmt        For        For
1.12  Elect Director Judith Rodin                      Mgmt        For        Withhold
2     Ratify Auditors                                  Mgmt        For        For
3     Approve Nonqualified Employee Stock              Mgmt        For        For
      Purchase Plan
4     Amend Restricted Stock Plan                      Mgmt        For        For
5     Amend Stock Option Plan                          Mgmt        For        For
6     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
8     Provide for Cumulative Voting                    SH          Against    Against
9     Require Independent Board Chairman               SH          Against    Against


                        PHILIP MORRIS INTERNATIONAL INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
PM       11-May-11      USA           718172109     Annual         15-Mar-11

CUSIP: 718172109



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Harold Brown                      Mgmt        For        For
2     Elect Director Mathis Cabiallavetta              Mgmt        For        For
3     Elect Director Louis C. Camilleri                Mgmt        For        For
4     Elect Director J. Dudley Fishburn                Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
5     Elect Director Jennifer Li                       Mgmt        For        For
6     Elect Director Graham Mackay                     Mgmt        For        For
7     Elect Director Sergio Marchionne                 Mgmt        For        For
8     Elect Director Lucio A. Noto                     Mgmt        For        For
9     Elect Director Carlos Slim Helu                  Mgmt        For        For
10    Elect Director Stephen M. Wolf                   Mgmt        For        For
11    Ratify Auditors                                  Mgmt        For        For
12    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
14    Report on Effect of Marketing Practices on       SH          Against    Against
      the Poor
15    Require Independent Board Chairman               SH          Against    Against


                               KOHL'S CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
KSS      12-May-11      USA           500255104     Annual         09-Mar-11

CUSIP: 500255104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Peter Boneparth                   Mgmt        For        For
2     Elect Director Steven A. Burd                    Mgmt        For        For
3     Elect Director John F. Herma                     Mgmt        For        For
4     Elect Director Dale E. Jones                     Mgmt        For        For
5     Elect Director William S. Kellogg                Mgmt        For        For
6     Elect Director Kevin Mansell                     Mgmt        For        For
7     Elect Director Frank V. Sica                     Mgmt        For        For
8     Elect Director Peter M. Sommerhauser             Mgmt        For        For
9     Elect Director Stephanie A. Streeter             Mgmt        For        For
10    Elect Director Nina G. Vaca                      Mgmt        For        For
11    Elect Director Stephen E. Watson                 Mgmt        For        For
12    Ratify Auditors                                  Mgmt        For        For
13    Reduce Supermajority Vote Requirement            Mgmt        For        For
      Relating to Director
      Elections
14    Reduce Supermajority Vote Requirement            Mgmt        For        For
15    Amend Executive Incentive Bonus Plan             Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
16    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
18    Provide Right to Act by Written Consent          SH          Against    Against
19    Adopt Policy on Succession Planning              SH          Against    Against


                              JPMORGAN CHASE & CO.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
JPM      17-May-11      USA           46625h100     Annual         18-Mar-11

CUSIP: 46625H100



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Crandall C. Bowles                Mgmt        For        For
2     Elect Director Stephen B. Burke                  Mgmt        For        For
3     Elect Director David M. Cote                     Mgmt        For        For
4     Elect Director James S. Crown                    Mgmt        For        For
5     Elect Director James Dimon                       Mgmt        For        For
6     Elect Director Ellen V. Futter                   Mgmt        For        For
7     Elect Director William H. Gray, III              Mgmt        For        For
8     Elect Director Laban P. Jackson, Jr.             Mgmt        For        For
9     Elect Director David C. Novak                    Mgmt        For        For
10    Elect Director Lee R. Raymond                    Mgmt        For        For
11    Elect Director William C. Weldon                 Mgmt        For        For
12    Ratify Auditors                                  Mgmt        For        For
13    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
15    Amend Omnibus Stock Plan                         Mgmt        For        For
16    Affirm Political Non-Partisanship                SH          Against    Against
17    Provide Right to Act by Written Consent          SH          Against    For
18    Report on Loan Modifications                     SH          Against    Against
19    Report on Political Contributions                SH          Against    Against
20    Institute Procedures to Prevent                  SH          Against    Against
      Investments in Companies
      that Contribute to Genocide or Crimes
      Against Humanity
21    Require Independent Board Chairman               SH          Against    Against




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                               ALTRIA GROUP, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MO       19-May-11      USA           02209S103     Annual         28-Mar-11

CUSIP: 02209S103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Elizabeth E. Bailey               Mgmt        For        For
2     Elect Director Gerald L. Baliles                 Mgmt        For        For
3     Elect Director John T. Casteen III               Mgmt        For        For
4     Elect Director Dinyar S. Devitre                 Mgmt        For        For
5     Elect Director Thomas F. Farrell II              Mgmt        For        For
6     Elect Director Thomas W. Jones                   Mgmt        For        For
7     Elect Director George Munoz                      Mgmt        For        For
8     Elect Director Nabil Y. Sakkab                   Mgmt        For        For
9     Elect Director Michael E. Szymanczyk             Mgmt        For        For
10    Ratify Auditors                                  Mgmt        For        For
11    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency            Mgmt        None       Three Years
13    Cease Production of Flavored Tobacco Products    SH          Against    Against


                                INTEL CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
INTC     19-May-11      USA           458140100     Annual         21-Mar-11

CUSIP: 458140100



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Charlene Barshefsky               Mgmt        For        For
2     Elect Director Susan L. Decker                   Mgmt        For        For
3     Elect Director John J. Donahoe                   Mgmt        For        For
4     Elect Director Reed E. Hundt                     Mgmt        For        For
5     Elect Director Paul S. Otellini                  Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
6     Elect Director James D. Plummer                  Mgmt        For        For
7     Elect Director David S. Pottruck                 Mgmt        For        For
8     Elect Director Jane E. Shaw                      Mgmt        For        For
9     Elect Director Frank D. Yeary                    Mgmt        For        For
10    Elect Director David B. Yoffie                   Mgmt        For        For
11    Ratify Auditors                                  Mgmt        For        For
12    Amend Omnibus Stock Plan                         Mgmt        For        For
13    Amend Qualified Employee Stock Purchase          Mgmt        For        For
      Plan
14    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency            Mgmt        None       Three Years


                                  SAFEWAY INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
SWY      19-May-11      USA           786514208     Annual         21-Mar-11

CUSIP: 786514208



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Steven A. Burd                    Mgmt        For        For
2     Elect Director Janet E. Grove                    Mgmt        For        For
3     Elect Director Mohan Gyani                       Mgmt        For        For
4     Elect Director Paul Hazen                        Mgmt        For        For
5     Elect Director Frank C. Herringer                Mgmt        For        For
6     Elect Director Kenneth W. Oder                   Mgmt        For        For
7     Elect Director T. Gary Rogers                    Mgmt        For        For
8     Elect Director Arun Sarin                        Mgmt        For        For
9     Elect Director Michael S. Shannon                Mgmt        For        For
10    Elect Director William Y. Tauscher               Mgmt        For        For
11    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
13    Approve Omnibus Stock Plan                       Mgmt        For        For
14    Amend Executive Incentive Bonus Plan             Mgmt        For        For
15    Ratify Auditors                                  Mgmt        For        For
16    Provide for Cumulative Voting                    SH          Against    Against




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                     CHECK POINT SOFTWARE TECHNOLOGIES LTD.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
CPW      24-May-11      Israel        M22465104     Annual         14-Apr-11

CUSIP: M22465104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Gil Shwed as Director                      Mgmt        For        For
1.2   Elect Marius Nacht as Director                   Mgmt        For        For
1.3   Elect Jerry Ungerman as Director                 Mgmt        For        For
1.4   Elect Dan Propper as Director                    Mgmt        For        For
1.5   Elect David Rubner as Director                   Mgmt        For        For
1.6   Elect Tal Shavit as Director                     Mgmt        For        For
2.1   Elect Ray Rothrock as External Director          Mgmt        For        For
2.2   Elect Irwin Federman as External Director        Mgmt        For        For
3     Approve Auditors and Authorize Board to Fix      Mgmt        For        For
      Their Remuneration
4     Amend Compensation of Directors                  Mgmt        For        For
5     Approve Grant of Options to Executive            Mgmt        For        Against
      Director
      Research Notes: [RU-M5300-003] Total number of
      shares reserved pursuant to plan exceeds
      typical market standards.


                                KRAFT FOODS INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
KFT      24-May-11      USA           50075N104     Annual         16-Mar-11

CUSIP: 50075N104



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Ajaypal S. Banga                  Mgmt        For        For
2     Elect Director Myra M. Hart                      Mgmt        For        Against
3     Elect Director Peter B. Henry                    Mgmt        For        For
4     Elect Director Lois D. Juliber                   Mgmt        For        Against
5     Elect Director Mark D. Ketchum                   Mgmt        For        Against




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
6     Elect Director Richard A. Lerner                 Mgmt        For        Against
7     Elect Director Mackey J. McDonald                Mgmt        For        For
8     Elect Director John C. Pope                      Mgmt        For        Against
9     Elect Director Fredric G. Reynolds               Mgmt        For        For
10    Elect Director Irene B. Rosenfeld                Mgmt        For        For
11    Elect Director J.F. Van Boxmeer                  Mgmt        For        For
12    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
14    Amend Non-Employee Director Omnibus Stock        Mgmt        For        For
      Plan
15    Ratify Auditors                                  Mgmt        For        For


                          MEDCO HEALTH SOLUTIONS, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MHS      24-May-11      USA           58405U102     Annual         28-Mar-11

CUSIP: 58405U102



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Howard W. Barker, Jr.             Mgmt        For        For
2     Elect Director John L. Cassis                    Mgmt        For        For
3     Elect Director Michael Goldstein                 Mgmt        For        For
4     Elect Director Charles M. Lillis                 Mgmt        For        For
5     Elect Director Myrtle S. Potter                  Mgmt        For        For
6     Elect Director William L. Roper                  Mgmt        For        For
7     Elect Director David B. Snow, Jr.                Mgmt        For        For
8     Elect Director David D. Stevens                  Mgmt        For        For
9     Elect Director Blenda J. Wilson                  Mgmt        For        For
10    Ratify Auditors                                  Mgmt        For        For
11    Reduce Supermajority Vote Requirement            Mgmt        For        For
12    Amend Omnibus Stock Plan                         Mgmt        For        For
13    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
15    Stock Retention/Holding Period                   SH          Against    Against




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)

                                MERCK & CO., INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
MRK      24-May-11      USA           58933Y105     Annual         25-Mar-11

CUSIP: 58933Y105



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Leslie A. Brun                    Mgmt        For        For
2     Elect Director Thomas R. Cech                    Mgmt        For        For
3     Elect Director Richard T. Clark                  Mgmt        For        For
4     Elect Director Kenneth C. Frazier                Mgmt        For        For
5     Elect Director Thomas H. Glocer                  Mgmt        For        For
6     Elect Director Steven F. Goldstone               Mgmt        For        For
7     Elect Director William B. Harrison. Jr.          Mgmt        For        For
8     Elect Director Harry R. Jacobson                 Mgmt        For        For
9     Elect Director William N. Kelley                 Mgmt        For        For
10    Elect Director C. Robert Kidder                  Mgmt        For        For
11    Elect Director Rochelle B. Lazarus               Mgmt        For        For
12    Elect Director Carlos E. Represas                Mgmt        For        For
13    Elect Director Patricia F. Russo                 Mgmt        For        For
14    Elect Director Thomas E. Shenk                   Mgmt        For        For
15    Elect Director Anne M. Tatlock                   Mgmt        For        For
16    Elect Director Craig B. Thompson                 Mgmt        For        For
17    Elect Director Wendell P. Weeks                  Mgmt        For        For
18    Elect Director Peter C. Wendell                  Mgmt        For        For
19    Ratify Auditors                                  Mgmt        For        For
20    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
21    Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years


                             EXXON MOBIL CORPORATION

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
XOM      25-May-11      USA           30231G102     Annual         06-Apr-11

CUSIP: 30231G102



VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)




                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1.1   Elect Director M.J. Boskin                       Mgmt        For        For
1.2   Elect Director P. Brabeck-Letmathe               Mgmt        For        For
1.3   Elect Director L.R. Faulkner                     Mgmt        For        For
1.4   Elect Director J.S. Fishman                      Mgmt        For        For
1.5   Elect Director K.C. Frazier                      Mgmt        For        For
1.6   Elect Director W.W. George                       Mgmt        For        For
1.7   Elect Director M.C. Nelson                       Mgmt        For        For
1.8   Elect Director S.J. Palmisano                    Mgmt        For        For
1.9   Elect Director S.S. Reinemund                    Mgmt        For        For
1.10  Elect Director R.W. Tillerson                    Mgmt        For        For
1.11  Elect Director E.E. Whitacre, Jr.                Mgmt        For        For
2     Ratify Auditors                                  Mgmt        For        For
3     Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency            Mgmt        Three      Three Years
                                                                   Years
5     Require Independent Board Chairman               SH          Against    Against
6     Report on Political Contributions                SH          Against    Against
7     Amend EEO Policy to Prohibit Discrimination      SH          Against    Against
      based on Sexual
      Orientation and Gender Identity
8     Adopt Policy on Human Right to Water             SH          Against    Against
9     Report on Environmental Impact of Oil Sands      SH          Against    Against
      Operations in
      Canada
10    Report on Environmental Impacts of Natural       SH          Against    Against
      Gas Fracturing
11    Report on Energy Technologies Development        SH          Against    Against
12    Adopt Quantitative GHG Goals for Products        SH          Against    Against
      and Operations


                              THE HOME DEPOT, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
HD       02-Jun-11      USA           437076102     Annual         04-Apr-11

CUSIP: 437076102



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director F. Duane Ackerman                 Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
2     Elect Director Francis S. Blake                  Mgmt        For        For
3     Elect Director Ari Bousbib                       Mgmt        For        For
4     Elect Director Gregory D. Brenneman              Mgmt        For        For
5     Elect Director J. Frank Brown                    Mgmt        For        For
6     Elect Director Albert P. Carey                   Mgmt        For        For
7     Elect Director Armando Codina                    Mgmt        For        Against
8     Elect Director Bonnie G. Hill                    Mgmt        For        For
9     Elect Director Karen L. Katen                    Mgmt        For        For
10    Elect Director Ronald L. Sargent                 Mgmt        For        For
11    Ratify Auditors                                  Mgmt        For        For
12    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
14    Provide Right to Act by Written Consent          Mgmt        For        For
15    Restore or Provide for Cumulative Voting         SH          Against    Against
16    Amend Articles/Bylaws/Charter -- Call            SH          Against    Against
      Special Meetings
17    Prepare Employment Diversity Report              SH          Against    Against
18    Adopt Proxy Statement Reporting on               SH          Against    Against
      Political Contributions
      and Advisory Vote


                              WAL-MART STORES, INC.

TICKER   MEETING DATE   COUNTRY       SECURITY ID   MEETING TYPE   RECORD DATE
WMT      03-Jun-11      USA           931142103     Annual         06-Apr-11

CUSIP: 931142103



                                                                              Vote
                                                       Proponent   Mgmt Rec   Instruction
                                                       ---------   --------   -----------
                                                                     
1     Elect Director Aida M. Alvarez                   Mgmt        For        For
2     Elect Director James W. Breyer                   Mgmt        For        For
3     Elect Director M. Michele Burns                  Mgmt        For        For
4     Elect Director James I. Cash, Jr.                Mgmt        For        For
5     Elect Director Roger C. Corbett                  Mgmt        For        For
6     Elect Director Douglas N. Daft                   Mgmt        For        For
7     Elect Director Michael T. Duke                   Mgmt        For        For
8     Elect Director Gregory B. Penner                 Mgmt        For        For
9     Elect Director Steven S Reinemund                Mgmt        For        For




VOTE SUMMARY REPORT
Report was run from: 7/1/10 to 6/30/11                                (ISS LOGO)


                                                                     
10    Elect Director H. Lee Scott, Jr.                 Mgmt        For        For
11    Elect Director Arne M. Sorenson                  Mgmt        For        For
12    Elect Director Jim C. Walton                     Mgmt        For        For
13    Elect Director S. Robson Walton                  Mgmt        For        For
14    Elect Director Christopher J. Williams           Mgmt        For        For
15    Elect Director Linda S. Wolf                     Mgmt        For        For
16    Ratify Auditors                                  Mgmt        For        For
17    Advisory Vote to Ratify Named Executive          Mgmt        For        For
      Officers' Compensation
18    Advisory Vote on Say on Pay Frequency            Mgmt        One Year   Three Years
19    Amend EEO Policy to Prohibit Discrimination      SH          Against    Against
      based on Gender Identity
20    Report on Political Contributions                SH          Against    Against
21    Amend Articles/Bylaws/Charter -- Call Special    SH          Against    Against
      Meetings
22    Require Suppliers to Produce Sustainability      SH          Against    Against
      Reports
23    Report on Climate Change Business Risks          SH          Against    Against




                                   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 Chestnut Street Exchange Fund


By (Signature and Title)* /s/ Edward J. Roach
                          --------------------------------------
                          Edward J. Roach, President & Treasurer
                          (Principal Executive Officer)

Date 8/10/11

*    Print the name and title of each signing officer under his or her
     signature.