UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-09377

        The Gabelli Dividend Growth Fund (formerly, Blue Chip Value 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, 2011 - June 30, 2012

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, 2011 TO JUNE 30, 2012

INVESTMENT COMPANY REPORT

VODAFONE GROUP PLC

SECURITY        92857W209      MEETING TYPE Annual
TICKER SYMBOL   VOD            MEETING DATE 26-Jul-2011
ISIN            US92857W2098   AGENDA       933480648 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
01      TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS OF        Management    For        For
        THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31
        MARCH 2011 MGMT RECOMMENDATION = FOR, UNINSTRUCTED
        PROPOSAL WILL NOT BE VOTED
02      TO ELECT GERARD KLEISTERLEE AS A DIRECTOR MGMT          Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
03      TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER OF      Management    For        For
        THE AUDIT COMMITTEE) (MEMBER OF THE NOMINATIONS AND
        GOVERNANCE COMMITTEE) MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
04      TO RE-ELECT VITTORIO COLAO AS A DIRECTOR MGMT           Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
05      TO RE-ELECT MICHEL COMBES AS A DIRECTOR MGMT            Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
06      TO RE-ELECT ANDY HALFORD AS A DIRECTOR MGMT             Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
07      TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR MGMT            Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
08      TO ELECT RENEE JAMES AS A DIRECTOR MGMT                 Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
09      TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF        Management    For        For
        THE AUDIT COMMITTEE) MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
10      TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER OF       Management    For        For
        THE REMUNERATION COMMITTEE) MGMT RECOMMENDATION =
        FOR, UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
11      TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE      Management    For        For
        AUDIT COMMITTEE) MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
12      TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR (MEMBER       Management    For        For
        OF THE AUDIT COMMITTEE) MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
13      TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER OF     Management    For        For
        THE NOMINATIONS AND GOVERNANCE COMMITTEE) (MEMBER
        OF THE REMUNERATION COMMITTEE) MGMT RECOMMENDATION
        = FOR, UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
14      TO RE-ELECT ANTHONY WATSON AS A DIRECTOR (MEMBER OF     Management    For        For
        THE NOMINATIONS AND GOVERNANCE COMMITTEE) (MEMBER
        OF THE REMUNERATION COMMITTEE) MGMT RECOMMENDATION
        = FOR, UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
15      TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE     Management    For        For
        REMUNERATION COMMITTEE) MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
16      TO APPROVE A FINAL DIVIDEND OF 6.05P PER ORDINARY       Management    For        For
        SHARE MGMT RECOMMENDATION = FOR, UNINSTRUCTED
        PROPOSAL WILL NOT BE VOTED
17      TO APPROVE THE REMUNERATION REPORT OF THE BOARD FOR     Management    For        For
        THE YEAR ENDED 31 MARCH 2011 MGMT RECOMMENDATION =
        FOR, UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
18      TO RE-APPOINT DELOITTE LLP AS AUDITOR MGMT              Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
19      TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE       Management    For        For
        REMUNERATION OF THE AUDITOR MGMT RECOMMENDATION =
        FOR, UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
20      TO AUTHORISE THE DIRECTORS TO ALLOT SHARES MGMT         Management    For        For
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
S21     TO AUTHORISE THE DIRECTORS TO DIS-APPLY                 Management    For        For
        PRE-EMPTION RIGHTS MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED
S22     TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES     Management    For        For
        (SECTION 701, COMPANIES ACT 2006) MGMT
        RECOMMENDATION = FOR, UNINSTRUCTED PROPOSAL WILL
        NOT BE VOTED
S23     TO AUTHORISE THE CALLING OF A GENERAL MEETING OTHER     Management    For        For
        THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14
        CLEAR DAYS' NOTICE MGMT RECOMMENDATION = FOR,
        UNINSTRUCTED PROPOSAL WILL NOT BE VOTED


DIAMOND FOODS, INC.

SECURITY        252603105      MEETING TYPE Special
TICKER SYMBOL   DMND           MEETING DATE 27-Oct-2011
ISIN            US2526031057   AGENDA       933511241 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
01      A PROPOSAL TO APPROVE THE ISSUANCE OF DIAMOND           Management    For        For
        COMMON STOCK IN CONNECTION WITH A MERGER OF THE
        PRINGLES BUSINESS OF P&G WITH A WHOLLY-OWNED
        SUBSIDIARY OF DIAMOND.
02      SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL, A        Management    For        For
        PROPOSAL TO APPROVE THE ADOPTION OF THE CERTIFICATE
        OF AMENDMENT TO DIAMOND'S CERTIFICATE OF
        INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF
        SHARES OF DIAMOND COMMON STOCK.
03      A PROPOSAL TO APPROVE ADJOURNMENTS OR POSTPONEMENTS     Management    For        For
        OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT
        FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT
        SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING
        TO APPROVE THE ISSUANCE OF DIAMOND COMMON STOCK IN
        CONNECTION WITH THE MERGER.
04      SUBJECT TO THE APPROVAL OF THE FIRST PROPOSAL, A        Management    Against    Against
        PROPOSAL TO APPROVE THE ADOPTION OF THE 2011
        INTERNATIONAL STOCK PURCHASE PLAN.


ARCHER-DANIELS-MIDLAND COMPANY

SECURITY        039483102      MEETING TYPE Annual
TICKER SYMBOL   ADM            MEETING DATE 03-Nov-2011
ISIN            US0394831020   AGENDA       933511102 - 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: T. CREWS                          Management    For        For
1D      ELECTION OF DIRECTOR: P. DUFOUR                         Management    For        For
1E      ELECTION OF DIRECTOR: D.E. FELSINGER                    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, 2012.
03      ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management    Abstain    Against
04      ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY       Management    Abstain    Against
        VOTES ON EXECUTIVE COMPENSATION.
05      STOCKHOLDER'S PROPOSAL REGARDING POLITICAL              Shareholder   Against    For
        CONTRIBUTIONS.
06      STOCKHOLDER'S PROPOSAL REGARDING REPORT ON              Shareholder   Against    For
        POLITICAL CONTRIBUTIONS.
07      STOCKHOLDER'S PROPOSAL REGARDING SUSTAINABLE PALM       Shareholder   Against    For
        OIL.


CISCO SYSTEMS, INC.

SECURITY        17275R102      MEETING TYPE Annual
TICKER SYMBOL   CSCO           MEETING DATE 07-Dec-2011
ISIN            US17275R1023   AGENDA       933516885 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: CAROL A. BARTZ                    Management    For        For
1B      ELECTION OF DIRECTOR: M. MICHELE BURNS                  Management    For        For
1C      ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS               Management    For        For
1D      ELECTION OF DIRECTOR: LARRY R. CARTER                   Management    For        For
1E      ELECTION OF DIRECTOR: JOHN T. CHAMBERS                  Management    For        For
1F      ELECTION OF DIRECTOR: BRIAN L. HALLA                    Management    For        For
1G      ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY              Management    For        For
1H      ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH             Management    For        For
1I      ELECTION OF DIRECTOR: RODERICK C. MCGEARY               Management    For        For
1J      ELECTION OF DIRECTOR: ARUN SARIN                        Management    For        For
1K      ELECTION OF DIRECTOR: STEVEN M. WEST                    Management    For        For
1L      ELECTION OF DIRECTOR: JERRY YANG                        Management    For        For
2       APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CISCO      Management    For        For
        2005 STOCK INCENTIVE PLAN.
3       APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE            Management    Abstain    Against
        COMPENSATION.
4       RECOMMENDATION, ON AN ADVISORY BASIS, ON THE            Management    Abstain    Against
        FREQUENCY OF EXECUTIVE COMPENSATION VOTES.
5       RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS           Management    For        For
        CISCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR FISCAL 2012.
6       APPROVAL TO AMEND CISCO'S BYLAWS TO ESTABLISH A         Shareholder   Against    For
        BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY.
7       APPROVAL TO REQUIRE THE BOARD TO PUBLISH INTERNET       Shareholder   Against    For
        FRAGMENTATION REPORT TO SHAREHOLDERS WITHIN SIX
        MONTHS.
8       APPROVAL TO REQUIRE THAT CISCO EXECUTIVES RETAIN A      Shareholder   Against    For
        SIGNIFICANT PERCENTAGE OF STOCK UNTIL TWO YEARS
        FOLLOWING TERMINATION.


MONSANTO COMPANY

SECURITY        61166W101      MEETING TYPE Annual
TICKER SYMBOL   MON            MEETING DATE 24-Jan-2012
ISIN            US61166W1018   AGENDA       933535429 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: JANICE L. FIELDS                  Management    For        For
1B      ELECTION OF DIRECTOR: HUGH GRANT                        Management    For        For
1C      ELECTION OF DIRECTOR: C. STEVEN MCMILLAN                Management    For        For
1D      ELECTION OF DIRECTOR: ROBERT J. STEVENS                 Management    For        For
02      RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS      Management    For        For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR FISCAL 2012.
03      ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE         Management    Abstain    Against
        COMPENSATION.
04      APPROVAL OF THE MONSANTO COMPANY 2005 LONG-TERM         Management    Against    Against
        INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF
        JANUARY 24, 2012).
05      SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN      Shareholder   Against    For
        MATTERS RELATED TO GMO PRODUCTS.


AIR PRODUCTS AND CHEMICALS, INC.

SECURITY        009158106      MEETING TYPE Annual
TICKER SYMBOL   APD            MEETING DATE 26-Jan-2012
ISIN            US0091581068   AGENDA       933535746 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: MARIO L. BAEZA                    Management    For        For
1B      ELECTION OF DIRECTOR: SUSAN K. CARTER                   Management    For        For
1C      ELECTION OF DIRECTOR: JOHN E. MCGLADE                   Management    For        For
02      APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC            Management    For        For
        ACCOUNTANTS. TO RATIFY APPOINTMENT OF KPMG LLP, AS
        INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL
        YEAR 2012.
03      ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION. TO     Management    Abstain    Against
        APPROVE THE COMPENSATION OF NAMED EXECUTIVE
        OFFICERS.


TYCO INTERNATIONAL LTD.

SECURITY        H89128104      MEETING TYPE Annual
TICKER SYMBOL   TYC            MEETING DATE 07-Mar-2012
ISIN            CH0100383485   AGENDA       933544593 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
01      APPROVE ANNUAL REPORT, THE PARENT COMPANY FINANCIAL     Management    For        For
        STATEMENTS OF TYCO INTERNATIONAL LTD AND THE
        CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR
        ENDED SEPTEMBER 30, 2011.
02      TO DISCHARGE THE BOARD OF DIRECTORS FROM LIABILITY      Management    For        For
        FOR THE FINANCIAL YEAR ENDED SEPTEMBER 30, 2011.
03      DIRECTOR                                                Management
        1   EDWARD D. BREEN                                                   For        For
        2   MICHAEL E. DANIELS                                                For        For
        3   TIMOTHY M. DONAHUE                                                For        For
        4   BRIAN DUPERREAULT                                                 For        For
        5   BRUCE S. GORDON                                                   For        For
        6   RAJIV L. GUPTA                                                    For        For
        7   JOHN A. KROL                                                      For        For
        8   BRENDAN R. O'NEILL                                                For        For
        9   DINESH PALIWAL                                                    For        For
        10  WILLIAM S. STAVROPOULOS                                           For        For
        11  SANDRA S. WIJNBERG                                                For        For
        12  R. DAVID YOST                                                     For        For
4A      TO ELECT DELOITTE AG (ZURICH) AS STATUTORY AUDITORS     Management    For        For
        UNTIL THE NEXT ANNUAL GENERAL MEETING.
4B      TO RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP AS       Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        PURPOSES OF UNITED STATES SECURITIES LAW REPORTING
        FOR THE YEAR ENDING SEPTEMBER 28, 2012.
4C      TO ELECT PRICEWATERHOUSECOOPERS AG (ZURICH) AS          Management    For        For
        SPECIAL AUDITORS UNTIL THE NEXT ANNUAL GENERAL
        MEETING.
5A      TO APPROVE THE ALLOCATION OF FISCAL YEAR 2011           Management    For        For
        RESULTS.
5B      TO APPROVE THE CONSOLIDATION OF RESERVES.               Management    For        For
5C      TO APPROVE THE PAYMENT OF AN ORDINARY CASH DIVIDEND     Management    For        For
        IN AN AMOUNT OF UP TO $1.00 PER SHARE OUT OF TYCO'S
        CAPITAL CONTRIBUTION RESERVE IN ITS STATUTORY
        ACCOUNTS.
06      TO CAST A NON-BINDING ADVISORY VOTE TO APPROVE          Management    Abstain    Against
        EXECUTIVE COMPENSATION WITH RESPECT TO FISCAL 2011.
07      TO APPROVE AMENDMENTS TO OUR ARTICLES OF ASSOCIATION    Management    For        For
        REGARDING BOOK ENTRY SECURITIES AND TO REFLECT THE
        TRANSFER OF THE REGISTERED SEAT OF TYCO INTERNATIONAL
        LTD.


COVIDIEN PLC

SECURITY        G2554F113      MEETING TYPE Annual
TICKER SYMBOL   COV            MEETING DATE 13-Mar-2012
ISIN            IE00B68SQD29   AGENDA       933546004 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: JOSE E. ALMEIDA                   Management    For        For
1B      ELECTION OF DIRECTOR: CRAIG ARNOLD                      Management    For        For
1C      ELECTION OF DIRECTOR: ROBERT H. BRUST                   Management    For        For
1D      ELECTION OF DIRECTOR: JOHN M. CONNORS, JR.              Management    For        For
1E      ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN           Management    For        For
1F      ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE                Management    For        For
1G      ELECTION OF DIRECTOR: RANDALL J. HOGAN, III             Management    For        For
1H      ELECTION OF DIRECTOR: MARTIN D. MADAUS                  Management    For        For
1I      ELECTION OF DIRECTOR: DENNIS H. REILLEY                 Management    For        For
1J      ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO              Management    For        For
02      APPOINT THE INDEPENDENT AUDITORS AND AUTHORIZE THE      Management    For        For
        AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION.
03      AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.     Management    Abstain    Against
04      AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES OF       Management    For        For
        COMPANY SHARES.
S5      AUTHORIZE THE PRICE RANGE AT WHICH THE COMPANY CAN      Management    For        For
        REISSUE SHARES IT HOLDS AS TREASURY SHARES.
        (SPECIAL RESOLUTION)
S6      AMEND ARTICLES OF ASSOCIATION TO PROVIDE FOR            Management    For        For
        ESCHEATMENT IN ACCORDANCE WITH U.S. LAWS. (SPECIAL
        RESOLUTION)
S7      AMEND ARTICLES OF ASSOCIATION TO GIVE THE BOARD OF      Management    For        For
        DIRECTORS AUTHORITY TO DECLARE NON-CASH DIVIDENDS.
        (SPECIAL RESOLUTION)


THE WALT DISNEY COMPANY

SECURITY        254687106      MEETING TYPE Annual
TICKER SYMBOL   DIS            MEETING DATE 13-Mar-2012
ISIN            US2546871060   AGENDA       933546434 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: SUSAN E. ARNOLD                   Management    For        For
1B      ELECTION OF DIRECTOR: JOHN S. CHEN                      Management    For        For
1C      ELECTION OF DIRECTOR: JUDITH L. ESTRIN                  Management    For        For
1D      ELECTION OF DIRECTOR: ROBERT A. IGER                    Management    For        For
1E      ELECTION OF DIRECTOR: FRED H. LANGHAMMER                Management    For        For
1F      ELECTION OF DIRECTOR: AYLWIN B. LEWIS                   Management    For        For
1G      ELECTION OF DIRECTOR: MONICA C. LOZANO                  Management    For        For
1H      ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT             Management    For        For
1I      ELECTION OF DIRECTOR: SHERYL K. SANDBERG                Management    For        For
1J      ELECTION OF DIRECTOR: ORIN C. SMITH                     Management    For        For
02      TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management    For        For
        LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS
        FOR 2012.
03      TO APPROVE AN AMENDMENT TO THE 2011 STOCK INCENTIVE     Management    Against    Against
        PLAN.
04      TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE         Management    Abstain    Against
        COMPENSATION.


THE BANK OF NEW YORK MELLON CORPORATION

SECURITY        064058100      MEETING TYPE Annual
TICKER SYMBOL   BK             MEETING DATE 10-Apr-2012
ISIN            US0640581007   AGENDA       933564898 - 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: RICHARD J. KOGAN                  Management    For        For
1F.     ELECTION OF DIRECTOR: MICHAEL J. KOWALSKI               Management    For        For
1G.     ELECTION OF DIRECTOR: JOHN A. LUKE, JR                  Management    For        For
1H.     ELECTION OF DIRECTOR: MARK A. NORDENBERG                Management    For        For
1I.     ELECTION OF DIRECTOR: CATHERINE A. REIN                 Management    For        For
1J.     ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON             Management    For        For
1K.     ELECTION OF DIRECTOR: SAMUEL C. SCOTT III               Management    For        For
1L.     ELECTION OF DIRECTOR: WESLEY W. VON SCHACK              Management    For        For
2.      ADVISORY RESOLUTION TO APPROVE EXECUTIVE                Management    Abstain    Against
        COMPENSATION.
3.      RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS          Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
4.      STOCKHOLDER PROPOSAL REQUESTING ADOPTION OF A           Shareholder   Against    For
        POLICY RELATED TO AN INDEPENDENT CHAIRMAN.
5.      STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE         Shareholder   Against    For
        VOTING.


ELI LILLY AND COMPANY

SECURITY        532457108      MEETING TYPE Annual
TICKER SYMBOL   LLY            MEETING DATE 16-Apr-2012
ISIN            US5324571083   AGENDA       933555394 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: K. BAICKER                        Management    For        For
1B      ELECTION OF DIRECTOR: J.E. FYRWALD                      Management    For        For
1C      ELECTION OF DIRECTOR: E.R. MARRAM                       Management    For        For
1D      ELECTION OF DIRECTOR: D.R. OBERHELMAN                   Management    For        For
2       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 2012.
3       APPROVE, BY NON-BINDING VOTE, COMPENSATION PAID TO      Management    Abstain    Against
        THE COMPANY'S NAMED EXECUTIVE OFFICERS.
4       APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION     Management    For        For
        TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS.
5       APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION     Management    For        For
        TO ELIMINATE ALL SUPERMAJORITY VOTING REQUIREMENTS.
6       PROPOSAL BY SHAREHOLDERS REQUESTING THAT THE            Shareholder   Against    For
        COMPANY ESTABLISH A MAJORITY VOTE COMMITTEE.
7       PROPOSAL BY SHAREHOLDERS ON TRANSPARENCY IN ANIMAL      Shareholder   Against    For
        RESEARCH.


CITIGROUP INC.

SECURITY        172967424      MEETING TYPE Annual
TICKER SYMBOL   C              MEETING DATE 17-Apr-2012
ISIN            US1729674242   AGENDA       933557069 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: FRANZ B. HUMER                    Management    For        For
1B      ELECTION OF DIRECTOR: ROBERT L. JOSS                    Management    For        For
1C      ELECTION OF DIRECTOR: MICHAEL E. O'NEILL                Management    For        For
1D      ELECTION OF DIRECTOR: VIKRAM S. PANDIT                  Management    For        For
1E      ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI             Management    For        For
1F      ELECTION OF DIRECTOR: JUDITH RODIN                      Management    For        For
1G      ELECTION OF DIRECTOR: ROBERT L. RYAN                    Management    For        For
1H      ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO              Management    For        For
1I      ELECTION OF DIRECTOR: JOAN E. SPERO                     Management    For        For
1J      ELECTION OF DIRECTOR: DIANA L. TAYLOR                   Management    For        For
1K      ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR.          Management    For        For
1L      ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE DE LEON     Management    For        For
02      PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS         Management    For        For
        CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2012.
03      PROPOSAL TO APPROVE AN AMENDMENT TO THE CITIGROUP       Management    For        For
        2009 STOCK INCENTIVE PLAN.
04      ADVISORY APPROVAL OF CITI'S 2011 EXECUTIVE              Management    Abstain    Against
        COMPENSATION.
05      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON PRIOR       Shareholder   Against    For
        GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.
06      STOCKHOLDER PROPOSAL REQUESTING A REPORT ON             Shareholder   Against    For
        LOBBYING AND POLITICAL CONTRIBUTIONS.
07      STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVES         Shareholder   Against    For
        RETAIN 25% OF THEIR STOCK FOR ONE YEAR FOLLOWING
        TERMINATION.
08      STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT          Shareholder   Against    For
        COMMITTEE CONDUCT AN INDEPENDENT REVIEW AND REPORT ON
        CONTROLS RELATED TO LOANS, FORECLOSURES, AND
        SECURITIZATIONS.


WADDELL & REED FINANCIAL, INC.

SECURITY        930059100      MEETING TYPE Annual
TICKER SYMBOL   WDR            MEETING DATE 18-Apr-2012
ISIN            US9300591008   AGENDA       933560422 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      DIRECTOR                                                Management
        1   THOMAS C. GODLASKY                                                For        For
        2   DENNIS E. LOGUE                                                   For        For
        3   MICHAEL F. MORRISSEY                                              For        For
        4   RONALD C. REIMER                                                  For        For
2.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.        Management    Abstain    Against
3.      APPROVAL OF AMENDMENT & RESTATEMENT OF WADDELL & REED   Management    For        For
        FINANCIAL, INC. 2003 EXECUTIVE INCENTIVE PLAN, AS
        AMENDED & RESTATED, TO (A) EXTEND TERM OF THE PLAN TO
        DECEMBER 31, 2017, & (B) RESUBMIT FOR STOCKHOLDER
        APPROVAL ELIGIBLE EMPLOYEES & BUSINESS CRITERIA UNDER
        THE PLAN FOR PURPOSES OF COMPLYING WITH THE
        REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL
        REVENUE CODE.
4.      RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE      Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        THE FISCAL YEAR 2012.


TEXAS INSTRUMENTS INCORPORATED

SECURITY        882508104      MEETING TYPE Annual
TICKER SYMBOL   TXN            MEETING DATE 19-Apr-2012
ISIN            US8825081040   AGENDA       933556245 - 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: P.H. PATSLEY                      Management    For        For
1E.     ELECTION OF DIRECTOR: R.E. SANCHEZ                      Management    For        For
1F.     ELECTION OF DIRECTOR: W.R. SANDERS                      Management    For        For
1G.     ELECTION OF DIRECTOR: R.J. SIMMONS                      Management    For        For
1H.     ELECTION OF DIRECTOR: R.K. TEMPLETON                    Management    For        For
1I.     ELECTION OF DIRECTOR: C.T. WHITMAN                      Management    For        For
2.      BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE       Management    Abstain    Against
        COMPANY'S EXECUTIVE COMPENSATION.
3.      BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &     Management    For        For
        YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR 2012.


NESTLE S.A.

SECURITY        641069406      MEETING TYPE Annual
TICKER SYMBOL   NSRGY          MEETING DATE 19-Apr-2012
ISIN            US6410694060   AGENDA       933572302 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL            Management    For        For
        STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED
        FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2011
1B.     ACCEPTANCE OF THE COMPENSATION REPORT 2011              Management    Abstain    Against
        (ADVISORY VOTE)
2.      RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS        Management    For        For
        AND OF THE MANAGEMENT
3.      APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE     Management    For        For
        SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE
        FINANCIAL YEAR 2011
4A.     RE-ELECTION TO THE BOARD OF DIRECTOR: MR. DANIEL        Management    For        For
        BOREL
4B.     ELECTION TO THE BOARD OF DIRECTOR: MR. HENRI DE         Management    For        For
        CASTRIES
4C.     RE-ELECTION OF THE STATUTORY AUDITOR: KPMG SA,          Management    For        For
        GENEVA BRANCH
5.      CAPITAL REDUCTION (BY CANCELLATION OF SHARES)           Management    For        For
6.      IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A         Management    For        For
        SHAREHOLDER DURING THE ANNUAL GENERAL MEETING, I
        INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE IN
        FAVOR OF THE PROPOSAL OF THE BOARD OF DIRECTORS
7.      MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A         Management    For        For
        PROXY TO THE INDEPENDENT REPRESENTATIVE, MR.
        JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE
        COMPANY'S INVITATION)


HONEYWELL INTERNATIONAL INC.

SECURITY        438516106      MEETING TYPE Annual
TICKER SYMBOL   HON            MEETING DATE 23-Apr-2012
ISIN            US4385161066   AGENDA       933558631 - 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
2.      APPROVAL OF INDEPENDENT ACCOUNTANTS.                    Management    For        For
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.        Management    Abstain    Against
4.      INDEPENDENT BOARD CHAIRMAN.                             Shareholder   Against    For
5.      POLITICAL CONTRIBUTIONS.                                Shareholder   Against    For


NEWMONT MINING CORPORATION

SECURITY        651639106      MEETING TYPE Annual
TICKER SYMBOL   NEM            MEETING DATE 24-Apr-2012
ISIN            US6516391066   AGENDA       933561436 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: B.R. BROOK                        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: J. NELSON                         Management    For        For
1H      ELECTION OF DIRECTOR: R.T. O'BRIEN                      Management    For        For
1I      ELECTION OF DIRECTOR: J.B. PRESCOTT                     Management    For        For
1J      ELECTION OF DIRECTOR: D.C. ROTH                         Management    For        For
1K      ELECTION OF DIRECTOR: S. R. THOMPSON                    Management    For        For
02      TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS     Management    For        For
        LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2012.
03      ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE          Management    Abstain    Against
        OFFICER COMPENSATION.


E. I. DU PONT DE NEMOURS AND COMPANY

SECURITY        263534109      MEETING TYPE Annual
TICKER SYMBOL   DD             MEETING DATE 25-Apr-2012
ISIN            US2635341090   AGENDA       933562731 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: LAMBERTO ANDREOTTI                Management    For        For
1B.     ELECTION OF DIRECTOR: RICHARD H. BROWN                  Management    For        For
1C.     ELECTION OF DIRECTOR: ROBERT A. BROWN                   Management    For        For
1D.     ELECTION OF DIRECTOR: BERTRAND P. COLLOMB               Management    For        For
1E.     ELECTION OF DIRECTOR: CURTIS J. CRAWFORD                Management    For        For
1F.     ELECTION OF DIRECTOR: ALEXANDER M. CUTLER               Management    For        For
1G.     ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT              Management    For        For
1H.     ELECTION OF DIRECTOR: MARILLYN A. HEWSON                Management    For        For
1I.     ELECTION OF DIRECTOR: LOIS D. JULIBER                   Management    For        For
1J.     ELECTION OF DIRECTOR: ELLEN J. KULLMAN                  Management    For        For
1K.     ELECTION OF DIRECTOR: LEE M. THOMAS                     Management    For        For
2.      ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC        Management    For        For
        ACCOUNTING FIRM
3.      TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION    Management    Abstain    Against
4.      ON INDEPENDENT CHAIR                                    Shareholder   Against    For
5.      ON EXECUTIVE COMPENSATION REPORT                        Shareholder   Against    For


GENERAL ELECTRIC COMPANY

SECURITY        369604103      MEETING TYPE Annual
TICKER SYMBOL   GE             MEETING DATE 25-Apr-2012
ISIN            US3696041033   AGENDA       933564951 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
A1      ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE               Management    For        For
A2      ELECTION OF DIRECTOR: JAMES I. CASH, JR.                Management    For        For
A3      ELECTION OF DIRECTOR: ANN M. FUDGE                      Management    For        For
A4      ELECTION OF DIRECTOR: SUSAN HOCKFIELD                   Management    For        For
A5      ELECTION OF DIRECTOR: JEFFREY R. IMMELT                 Management    For        For
A6      ELECTION OF DIRECTOR: ANDREA JUNG                       Management    For        For
A7      ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY             Management    For        For
A8      ELECTION OF DIRECTOR: ROBERT W. LANE                    Management    For        For
A9      ELECTION OF DIRECTOR: RALPH S. LARSEN                   Management    For        For
A10     ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS               Management    For        For
A11     ELECTION OF DIRECTOR: JAMES J. MULVA                    Management    For        For
A12     ELECTION OF DIRECTOR: SAM NUNN                          Management    For        For
A13     ELECTION OF DIRECTOR: ROGER S. PENSKE                   Management    For        For
A14     ELECTION OF DIRECTOR: ROBERT J. SWIERINGA               Management    For        For
A15     ELECTION OF DIRECTOR: JAMES S. TISCH                    Management    For        For
A16     ELECTION OF DIRECTOR: DOUGLAS A. WARNER III             Management    For        For
B1      RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED     Management    For        For
        PUBLIC ACCOUNTING FIRM
B2      ADVISORY RESOLUTION TO APPROVE EXECUTIVE                Management    Abstain    Against
        COMPENSATION
B3      APPROVAL OF AN AMENDMENT TO THE GE 2007 LONG-TERM       Management    For        For
        INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED
        SHARES
B4      APPROVAL OF THE MATERIAL TERMS OF SENIOR OFFICER        Management    For        For
        PERFORMANCE GOALS
C1      CUMULATIVE VOTING                                       Shareholder   Against    For
C2      NUCLEAR ACTIVITIES                                      Shareholder   Against    For
C3      INDEPENDENT BOARD CHAIRMAN                              Shareholder   Against    For
C4      SHAREOWNER ACTION BY WRITTEN CONSENT                    Shareholder   Against    For


PFIZER INC.

SECURITY        717081103      MEETING TYPE Annual
TICKER SYMBOL   PFE            MEETING DATE 26-Apr-2012
ISIN            US7170811035   AGENDA       933560472 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: DENNIS A. AUSIELLO                Management    For        For
1B.     ELECTION OF DIRECTOR: M. ANTHONY BURNS                  Management    For        For
1C.     ELECTION OF DIRECTOR: W. DON CORNWELL                   Management    For        For
1D.     ELECTION OF DIRECTOR: FRANCES D. FERGUSSON              Management    For        For
1E.     ELECTION OF DIRECTOR: WILLIAM H. GRAY, III              Management    For        For
1F.     ELECTION OF DIRECTOR: HELEN H. HOBBS                    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
1N.     ELECTION OF DIRECTOR: MARC TESSIER- LAVIGNE             Management    For        For
2.      RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT         Management    For        For
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3.      ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.            Management    Abstain    Against
4.      SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF           Shareholder   Against    For
        POLITICAL CONTRIBUTIONS.
5.      SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN        Shareholder   Against    For
        CONSENT.
6.      SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER      Shareholder   Against    For
        MEETINGS.
7.      SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE ON         Shareholder   Against    For
        DIRECTOR PAY.


JOHNSON & JOHNSON

SECURITY        478160104      MEETING TYPE Annual
TICKER SYMBOL   JNJ            MEETING DATE 26-Apr-2012
ISIN            US4781601046   AGENDA       933562301 - 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: ALEX GORSKY                       Management    For        For
1E.     ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS                Management    For        For
1F.     ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                Management    For        For
1G.     ELECTION OF DIRECTOR: ANNE M. MULCAHY                   Management    For        For
1H.     ELECTION OF DIRECTOR: LEO F. MULLIN                     Management    For        For
1I.     ELECTION OF DIRECTOR: WILLIAM D. PEREZ                  Management    For        For
1J.     ELECTION OF DIRECTOR: CHARLES PRINCE                    Management    For        For
1K.     ELECTION OF DIRECTOR: DAVID SATCHER                     Management    For        For
1L.     ELECTION OF DIRECTOR: WILLIAM C. WELDON                 Management    For        For
1M.     ELECTION OF DIRECTOR: RONALD A. WILLIAMS                Management    For        For
2.      ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER        Management    Abstain    Against
        COMPENSATION
3.      APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE      Management    Against    Against
        PLAN
4.      RATIFICATION OF APPOINTMENT OF                          Management    For        For
        PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012
5.      SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN      Shareholder   Against    For
6.      SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL       Shareholder   Against    For
        CONTRIBUTIONS
7.      SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL             Shareholder   Against    For
        METHODS FOR TRAINING


DIEBOLD, INCORPORATED

SECURITY        253651103      MEETING TYPE Annual
TICKER SYMBOL   DBD            MEETING DATE 26-Apr-2012
ISIN            US2536511031   AGENDA       933563860 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1       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   JOHN N. LAUER                                                     For        For
        8   RAJESH K. SOIN                                                    For        For
        9   THOMAS W. SWIDARSKI                                               For        For
        10  HENRY D.G. WALLACE                                                For        For
        11  ALAN J. WEBER                                                     For        For
2       TO RATIFY THE APPOINTMENT OF KPMG LLP AS                Management    For        For
        INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE YEAR
        2012.
3       TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE       Management    Abstain    Against
        OFFICER COMPENSATION.


AMERICAN EXPRESS COMPANY

SECURITY        025816109      MEETING TYPE Annual
TICKER SYMBOL   AXP            MEETING DATE 30-Apr-2012
ISIN            US0258161092   AGENDA       933566094 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      DIRECTOR                                                Management
        1   C. BARSHEFSKY                                                     For        For
        2   U.M. BURNS                                                        For        For
        3   K.I. CHENAULT                                                     For        For
        4   P. CHERNIN                                                        For        For
        5   T.J. LEONSIS                                                      For        For
        6   J. LESCHLY                                                        For        For
        7   R.C. LEVIN                                                        For        For
        8   R.A. MCGINN                                                       For        For
        9   E.D. MILLER                                                       For        For
        10  S.S REINEMUND                                                     For        For
        11  R.D. WALTER                                                       For        For
        12  R.A. WILLIAMS                                                     For        For
2.      RATIFICATION OF APPOINTMENT OF                          Management    For        For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3.      ADVISORY RESOLUTION TO APPROVE EXECUTIVE                Management    Abstain    Against
        COMPENSATION.
4.      APPROVAL OF PERFORMANCE GOALS AND AWARD LIMITS          Management    For        For
        UNDER 2007 INCENTIVE COMPENSATION PLAN.
5.      SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING      Shareholder   Against    For
        FOR DIRECTORS.
6.      SHAREHOLDER PROPOSAL RELATING TO SEPARATION OF          Shareholder   Against    For
        CHAIRMAN AND CEO ROLES.


SPECTRA ENERGY CORP

SECURITY        847560109      MEETING TYPE Annual
TICKER SYMBOL   SE             MEETING DATE 01-May-2012
ISIN            US8475601097   AGENDA       933563947 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      DIRECTOR                                                Management
        1   WILLIAM T. ESREY                                                  For        For
        2   GREGORY L. EBEL                                                   For        For
        3   AUSTIN A. ADAMS                                                   For        For
        4   JOSEPH ALVARADO                                                   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
2.      RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE    Management    For        For
        LLP AS SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.
3.      AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED      Management    For        For
        CERTIFICATE OF INCORPORATION TO PROVIDE FOR A
        MAJORITY VOTE STANDARD IN UNCONTESTED DIRECTOR
        ELECTIONS.
4.      AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE             Management    Abstain    Against
        COMPENSATION.


BRISTOL-MYERS SQUIBB COMPANY

SECURITY        110122108      MEETING TYPE Annual
TICKER SYMBOL   BMY            MEETING DATE 01-May-2012
ISIN            US1101221083   AGENDA       933567274 - 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: A.J. LACY                         Management    For        For
1H.     ELECTION OF DIRECTOR: V.L. SATO, PH.D.                  Management    For        For
1I.     ELECTION OF DIRECTOR: E. SIGAL, M.D., PH.D.             Management    For        For
1J.     ELECTION OF DIRECTOR: G.L. STORCH                       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
2.      RATIFICATION OF THE APPOINTMENT OF INDEPENDENT          Management    For        For
        REGISTERED PUBLIC ACCOUNTING FIRM
3.      ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR        Management    Abstain    Against
        NAMED EXECUTIVE OFFICERS
4.      PROPOSAL ON THE APPROVAL OF THE 2012 STOCK AWARD        Management    Against    Against
        AND INCENTIVE PLAN
5.      CUMULATIVE VOTING                                       Shareholder   Against    For
6.      TRANSPARENCY IN ANIMAL RESEARCH                         Shareholder   Against    For
7.      SHAREHOLDER ACTION BY WRITTEN CONSENT                   Shareholder   Against    For


GREAT PLAINS ENERGY INCORPORATED

SECURITY        391164100      MEETING TYPE Annual
TICKER SYMBOL   GXP            MEETING DATE 01-May-2012
ISIN            US3911641005   AGENDA       933568581 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      DIRECTOR                                                Management
        1   TERRY BASSHAM                                                     For        For
        2   DAVID L. BODDE                                                    For        For
        3   MICHAEL J. CHESSER                                                For        For
        4   R.C. FERGUSON, JR.                                                For        For
        5   GARY D. FORSEE                                                    For        For
        6   THOMAS D. HYDE                                                    For        For
        7   JAMES A. MITCHELL                                                 For        For
        8   JOHN J. SHERMAN                                                   For        For
        9   LINDA H. TALBOTT                                                  For        For
        10  ROBERT H. WEST                                                    For        For
2.      TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE        Management    Abstain    Against
        COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
        OFFICERS.
3.      TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management    For        For
        AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
        ACCOUNTANTS FOR 2012.


PEPSICO, INC.

SECURITY        713448108      MEETING TYPE Annual
TICKER SYMBOL   PEP            MEETING DATE 02-May-2012
ISIN            US7134481081   AGENDA       933566842 - 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: I.K. NOOYI                        Management    For        For
1H.     ELECTION OF DIRECTOR: S.P. ROCKEFELLER                  Management    For        For
1I.     ELECTION OF DIRECTOR: J.J. SCHIRO                       Management    For        For
1J.     ELECTION OF DIRECTOR: L.G. TROTTER                      Management    For        For
1K.     ELECTION OF DIRECTOR: D. VASELLA                        Management    For        For
1L.     ELECTION OF DIRECTOR: A. WEISSER                        Management    For        For
2.      RATIFY THE APPOINTMENT KPMG LLP AS OUR INDEPENDENT      Management    For        For
        REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2012.
3.      APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE             Management    Abstain    Against
        COMPENSATION.
4.      RE-APPROVAL OF THE PERFORMANCE MEASURES UNDER OUR       Management    For        For
        2007 LONG-TERM INCENTIVE PLAN.
5.      SHAREHOLDER PROPOSAL - LOBBYING PRACTICES REPORT.       Shareholder   Against    For
6.      SHAREHOLDER PROPOSAL - FORMATION OF RISK OVERSIGHT      Shareholder   Against    For
        COMMITTEE.
7.      SHAREHOLDER PROPOSAL - CHAIRMAN OF THE BOARD SHALL      Shareholder   Against    For
        BE AN INDEPENDENT DIRECTOR.


VERIZON COMMUNICATIONS INC.

SECURITY        92343V104      MEETING TYPE Annual
TICKER SYMBOL   VZ             MEETING DATE 03-May-2012
ISIN            US92343V1044   AGENDA       933561739 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: RICHARD L. CARRION                Management    For        For
1B.     ELECTION OF DIRECTOR: MELANIE L. HEALEY                 Management    For        For
1C.     ELECTION OF DIRECTOR: M. FRANCES KEETH                  Management    For        For
1D.     ELECTION OF DIRECTOR: ROBERT W. LANE                    Management    For        For
1E.     ELECTION OF DIRECTOR: LOWELL C. MCADAM                  Management    For        For
1F.     ELECTION OF DIRECTOR: SANDRA O. MOOSE                   Management    For        For
1G.     ELECTION OF DIRECTOR: JOSEPH NEUBAUER                   Management    For        For
1H.     ELECTION OF DIRECTOR: DONALD T. NICOLAISEN              Management    For        For
1I.     ELECTION OF DIRECTOR: CLARENCE OTIS, JR.                Management    For        For
1J.     ELECTION OF DIRECTOR: HUGH B. PRICE                     Management    For        For
1K.     ELECTION OF DIRECTOR: RODNEY E. SLATER                  Management    For        For
2.      RATIFICATION OF APPOINTMENT OF INDEPENDENT              Management    For        For
        REGISTERED PUBLIC ACCOUNTING FIRM
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION         Management    Abstain    Against
4.      DISCLOSURE OF PRIOR GOVERNMENT SERVICE                  Shareholder   Against    For
5.      DISCLOSURE OF LOBBYING ACTIVITIES                       Shareholder   Against    For
6.      VESTING OF PERFORMANCE STOCK UNITS                      Shareholder   Against    For
7.      SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING             Shareholder   Against    For
8.      SHAREHOLDER ACTION BY WRITTEN CONSENT                   Shareholder   Against    For
9.      NETWORK NEUTRALITY FOR WIRELESS BROADBAND               Shareholder   Against    For


ALCOA INC.

SECURITY        013817101      MEETING TYPE Annual
TICKER SYMBOL   AA             MEETING DATE 04-May-2012
ISIN            US0138171014   AGENDA       933562298 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: KATHRYN S. FULLER                 Management    For        For
1B      ELECTION OF DIRECTOR: JUDITH M. GUERON                  Management    For        For
1C      ELECTION OF DIRECTOR: PATRICIA F. RUSSO                 Management    For        For
1D      ELECTION OF DIRECTOR: ERNESTO ZEDILLO                   Management    For        For
02      RATIFY THE INDEPENDENT AUDITOR                          Management    For        For
03      ADVISORY APPROVAL OF EXECUTIVE COMPENSATION             Management    Abstain    Against
04      ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE      Management    For        For
        ARTICLES OF INCORPORATION - ARTICLE SEVENTH (FAIR
        PRICE PROTECTION)
05      ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE      Management    For        For
        ARTICLES OF INCORPORATION - ARTICLE EIGHTH
        (DIRECTOR ELECTIONS)
06      ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT IN THE      Management    For        For
        ARTICLES OF INCORPORATION - ARTICLE EIGHTH (REMOVAL
        OF DIRECTORS)
07      PHASE OUT THE CLASSIFIED BOARD BY APPROVING             Management    For        For
        AMENDMENTS TO THE ARTICLES OF INCORPORATION
08      PERMIT SHAREHOLDER ACTION BY WRITTEN CONSENT BY         Management    For        For
        APPROVING AMENDMENTS TO THE ARTICLES OF
        INCORPORATION AND BY-LAWS


INTERNATIONAL PAPER COMPANY

SECURITY        460146103      MEETING TYPE Annual
TICKER SYMBOL   IP             MEETING DATE 07-May-2012
ISIN            US4601461035   AGENDA       933591667 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: DAVID J. BRONCZEK                 Management    For        For
1B      ELECTION OF DIRECTOR: AHMET C. DORDUNCU                 Management    For        For
1C      ELECTION OF DIRECTOR: JOHN V. FARACI                    Management    For        For
1D      ELECTION OF DIRECTOR: STACEY J. MOBLEY                  Management    For        For
1E      ELECTION OF DIRECTOR: JOAN E. SPERO                     Management    For        For
1F      ELECTION OF DIRECTOR: JOHN L. TOWNSEND, III             Management    For        For
1G      ELECTION OF DIRECTOR: JOHN F. TURNER                    Management    For        For
1H      ELECTION OF DIRECTOR: WILLIAM G. WALTER                 Management    For        For
1I      ELECTION OF DIRECTOR: J. STEVEN WHISLER                 Management    For        For
2       RATIFICATION OF DELOITTE & TOUCHE LLP AS THE            Management    For        For
        COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2012
3       APPROVAL OF THE NON-BINDING RESOLUTION TO APPROVE       Management    Abstain    Against
        THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
        OFFICERS
4       SHAREOWNER PROPOSAL CONCERNING SHAREOWNER ACTION BY     Shareholder   Against    For
        WRITTEN CONSENT


CONOCOPHILLIPS

SECURITY        20825C104      MEETING TYPE Annual
TICKER SYMBOL   COP            MEETING DATE 09-May-2012
ISIN            US20825C1045   AGENDA       933579659 - 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: RYAN M. LANCE                     Management    For        For
1G.     ELECTION OF DIRECTOR: MOHD H. MARICAN                   Management    For        For
1H.     ELECTION OF DIRECTOR: HAROLD W. MCGRAW III              Management    For        For
1I.     ELECTION OF DIRECTOR: JAMES J. MULVA                    Management    For        For
1J.     ELECTION OF DIRECTOR: ROBERT A. NIBLOCK                 Management    For        For
1K.     ELECTION OF DIRECTOR: HARALD J. NORVIK                  Management    For        For
1L.     ELECTION OF DIRECTOR: WILLIAM K. REILLY                 Management    For        For
1M.     ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL             Management    For        For
1N.     ELECTION OF DIRECTOR: KATHRYN C. TURNER                 Management    For        For
1O.     ELECTION OF DIRECTOR: WILLIAM E. WADE, JR.              Management    For        For
2.      PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP     Management    For        For
        AS CONOCOPHILLIPS' INDEPENDENT REGISTERED PUBLIC
        ACCOUNTING FIRM FOR 2012.
3.      ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.            Management    Abstain    Against
4.      COMPANY ENVIRONMENTAL POLICY (LOUISIANA WETLANDS).      Shareholder   Against    For
5.      ACCIDENT RISK MITIGATION.                               Shareholder   Against    For
6.      REPORT ON GRASSROOTS LOBBYING EXPENDITURES.             Shareholder   Against    For
7.      GREENHOUSE GAS REDUCTION TARGETS.                       Shareholder   Against    For
8.      GENDER EXPRESSION NON- DISCRIMINATION.                  Shareholder   Against    For


WASTE MANAGEMENT, INC.

SECURITY        94106L109      MEETING TYPE Annual
TICKER SYMBOL   WM             MEETING DATE 10-May-2012
ISIN            US94106L1098   AGENDA       933577441 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: BRADBURY H. ANDERSON              Management    For        For
1B.     ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY         Management    For        For
1C.     ELECTION OF DIRECTOR: FRANK M. CLARK, JR.               Management    For        For
1D.     ELECTION OF DIRECTOR: PATRICK W. GROSS                  Management    For        For
1E.     ELECTION OF DIRECTOR: JOHN C. POPE                      Management    For        For
1F.     ELECTION OF DIRECTOR: W. ROBERT REUM                    Management    For        For
1G.     ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER               Management    For        For
1H.     ELECTION OF DIRECTOR: DAVID P. STEINER                  Management    For        For
1I.     ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER              Management    For        For
2.      RATIFY THE APPOINTMENT OF ERNST & YOUNG, LLP AS THE     Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        2012.
3.      TO APPROVE OUR EXECUTIVE COMPENSATION.                  Management    Abstain    Against
4.      TO AMEND OUR EMPLOYEE STOCK PURCHASE PLAN TO            Management    For        For
        INCREASE THE NUMBER OF SHARES AUTHORIZED FOR
        ISSUANCE.
5.      STOCKHOLDER PROPOSAL RELATING TO A STOCK RETENTION      Shareholder   Against    For
        POLICY REQUIRING SENIOR EXECUTIVES TO RETAIN A
        SIGNIFICANT PERCENTAGE OF STOCK ACQUIRED THROUGH
        EQUITY PAY PROGRAMS UNTIL ONE YEAR FOLLOWING
        TERMINATION OF EMPLOYMENT, IF PROPERLY PRESENTED AT
        THE MEETING.
6.      STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS AND OTHER     Shareholder   Against    For
        GOVERNING DOCUMENTS TO GIVE STOCKHOLDERS OF THE
        LOWEST PERCENTAGE OF OUR OUTSTANDING COMMON STOCK
        PERMITTED BY STATE LAW THE POWER TO CALL SPECIAL
        STOCKHOLDER MEETINGS, IF PROPERLY PRESENTED AT THE
        MEETING.


THE DOW CHEMICAL COMPANY

SECURITY        260543103      MEETING TYPE Annual
TICKER SYMBOL   DOW            MEETING DATE 10-May-2012
ISIN            US2605431038   AGENDA       933578758 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG                Management    For        For
1B.     ELECTION OF DIRECTOR: JACQUELINE K. BARTON              Management    For        For
1C.     ELECTION OF DIRECTOR: JAMES A. BELL                     Management    For        For
1D.     ELECTION OF DIRECTOR: JEFF M. FETTIG                    Management    For        For
1E.     ELECTION OF DIRECTOR: JOHN B. HESS                      Management    For        For
1F.     ELECTION OF DIRECTOR: ANDREW N. LIVERIS                 Management    For        For
1G.     ELECTION OF DIRECTOR: PAUL POLMAN                       Management    For        For
1H.     ELECTION OF DIRECTOR: DENNIS H. REILLEY                 Management    For        For
1I.     ELECTION OF DIRECTOR: JAMES M. RINGLER                  Management    For        For
1J.     ELECTION OF DIRECTOR: RUTH G. SHAW                      Management    For        For
2.      RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT      Management    For        For
        REGISTERED PUBLIC ACCOUNTING FIRM.
3.      ADVISORY RESOLUTION TO APPROVE EXECUTIVE                Management    Abstain    Against
        COMPENSATION.
4.      APPROVAL OF THE 2012 STOCK INCENTIVE PLAN.              Management    Against    Against
5.      APPROVAL OF THE 2012 EMPLOYEE STOCK PURCHASE PLAN.      Management    For        For
6.      STOCKHOLDER PROPOSAL ON SHAREHOLDER ACTION BY           Shareholder   Against    For
        WRITTEN CONSENT.
7.      STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN.     Shareholder   Against    For


AMERICAN WATER WORKS COMPANY, INC.

SECURITY        030420103      MEETING TYPE Annual
TICKER SYMBOL   AWK            MEETING DATE 11-May-2012
ISIN            US0304201033   AGENDA       933578784 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: STEPHEN P. ADIK                   Management    For        For
1B.     ELECTION OF DIRECTOR: MARTHA CLARK GOSS                 Management    For        For
1C.     ELECTION OF DIRECTOR: JULIE A. DOBSON                   Management    For        For
1D.     ELECTION OF DIRECTOR: RICHARD R. GRIGG                  Management    For        For
1E.     ELECTION OF DIRECTOR: JULIA L. JOHNSON                  Management    For        For
1F.     ELECTION OF DIRECTOR: GEORGE MACKENZIE                  Management    For        For
1G.     ELECTION OF DIRECTOR: WILLIAM J. MARRAZZO               Management    For        For
1H.     ELECTION OF DIRECTOR: JEFFRY E. STERBA                  Management    For        For
2.      RATIFICATION OF THE APPOINTMENT OF                      Management    For        For
        PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
        REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
        ENDED DECEMBER 31, 2012.
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.        Management    Abstain    Against
4.      STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT TO THE      Shareholder   Against    For
        COMPANY'S ANNUAL INCENTIVE PLAN.


JPMORGAN CHASE & CO.

SECURITY        46625H100      MEETING TYPE Annual
TICKER SYMBOL   JPM            MEETING DATE 15-May-2012
ISIN            US46625H1005   AGENDA       933581301 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: JAMES A. BELL                     Management    For        For
1B.     ELECTION OF DIRECTOR: CRANDALL C. BOWLES                Management    For        For
1C.     ELECTION OF DIRECTOR: STEPHEN B. BURKE                  Management    For        For
1D.     ELECTION OF DIRECTOR: DAVID M. COTE                     Management    For        For
1E.     ELECTION OF DIRECTOR: JAMES S. CROWN                    Management    For        For
1F.     ELECTION OF DIRECTOR: JAMES DIMON                       Management    For        For
1G.     ELECTION OF DIRECTOR: TIMOTHY P. FLYNN                  Management    For        For
1H.     ELECTION OF DIRECTOR: ELLEN V. FUTTER                   Management    For        For
1I.     ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.             Management    For        For
1J.     ELECTION OF DIRECTOR: LEE R. RAYMOND                    Management    For        For
1K.     ELECTION OF DIRECTOR: WILLIAM C. WELDON                 Management    For        For
2.      APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC            Management    For        For
        ACCOUNTING FIRM
3.      ADVISORY RESOLUTION TO APPROVE EXECUTIVE                Management    Abstain    Against
        COMPENSATION
4.      POLITICAL NON-PARTISANSHIP                              Shareholder   Against    For
5.      INDEPENDENT DIRECTOR AS CHAIRMAN                        Shareholder   Against    For
6.      LOAN SERVICING                                          Shareholder   Against    For
7.      CORPORATE POLITICAL CONTRIBUTIONS REPORT                Shareholder   Against    For
8.      GENOCIDE-FREE INVESTING                                 Shareholder   Against    For
9.      SHAREHOLDER ACTION BY WRITTEN CONSENT                   Shareholder   Against    For
10.     STOCK RETENTION                                         Shareholder   Against    For


MORGAN STANLEY

SECURITY        617446448      MEETING TYPE Annual
TICKER SYMBOL   MS             MEETING DATE 15-May-2012
ISIN            US6174464486   AGENDA       933589840 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: ROY J. BOSTOCK                    Management    For        For
1B      ELECTION OF DIRECTOR: ERSKINE B. BOWLES                 Management    For        For
1C      ELECTION OF DIRECTOR: HOWARD J. DAVIES                  Management    For        For
1D      ELECTION OF DIRECTOR: JAMES P. GORMAN                   Management    For        For
1E      ELECTION OF DIRECTOR: C. ROBERT KIDDER                  Management    For        For
1F      ELECTION OF DIRECTOR: KLAUS KLEINFELD                   Management    For        For
1G      ELECTION OF DIRECTOR: DONALD T. NICOLAISEN              Management    For        For
1H      ELECTION OF DIRECTOR: HUTHAM S. OLAYAN                  Management    For        For
1I      ELECTION OF DIRECTOR: JAMES W. OWENS                    Management    For        For
1J      ELECTION OF DIRECTOR: O. GRIFFITH SEXTON                Management    For        For
1K      ELECTION OF DIRECTOR: RYOSUKE TAMAKOSHI                 Management    For        For
1L      ELECTION OF DIRECTOR: MASAAKI TANAKA                    Management    For        For
1M      ELECTION OF DIRECTOR: LAURA D. TYSON                    Management    For        For
2       TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP      Management    For        For
        AS INDEPENDENT AUDITOR
3       TO AMEND THE 2007 EQUITY INCENTIVE COMPENSATION PLAN    Management    Against    Against
4       TO AMEND THE DIRECTORS' EQUITY CAPITAL ACCUMULATION     Management    Against    Against
        PLAN
5       TO APPROVE THE COMPENSATION OF EXECUTIVES AS            Management    Abstain    Against
        DISCLOSED IN THE PROXY STATEMENT (NON-BINDING
        ADVISORY RESOLUTION)


HALLIBURTON COMPANY

SECURITY        406216101      MEETING TYPE Annual
TICKER SYMBOL   HAL            MEETING DATE 16-May-2012
ISIN            US4062161017   AGENDA       933585082 - 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: M.S. GERBER                       Management    For        For
1F      ELECTION OF DIRECTOR: S.M. GILLIS                       Management    For        For
1G      ELECTION OF DIRECTOR: A.S. JUM'AH                       Management    For        For
1H      ELECTION OF DIRECTOR: D.J. LESAR                        Management    For        For
1I      ELECTION OF DIRECTOR: R.A. MALONE                       Management    For        For
1J      ELECTION OF DIRECTOR: J.L. MARTIN                       Management    For        For
1K      ELECTION OF DIRECTOR: D.L. REED                         Management    For        For
2       PROPOSAL FOR RATIFICATION OF THE SELECTION OF           Management    For        For
        AUDITORS.
3       ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE            Management    Abstain    Against
        COMPENSATION.
4       PROPOSAL TO AMEND AND RESTATE THE HALLIBURTON           Management    For        For
        COMPANY STOCK AND INCENTIVE PLAN.


THOMSON REUTERS CORPORATION

SECURITY        884903105      MEETING TYPE Annual
TICKER SYMBOL   TRI            MEETING DATE 16-May-2012
ISIN            CA8849031056   AGENDA       933589131 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
01     DIRECTOR                                                Management
        1   DAVID THOMSON                                                     For        For
        2   W. GEOFFREY BEATTIE                                               For        For
        3   JAMES C. SMITH                                                    For        For
        4   MANVINDER S. BANGA                                                For        For
        5   MARY CIRILLO                                                      For        For
        6   STEVEN A. DENNING                                                 For        For
        7   LAWTON W. FITT                                                    For        For
        8   ROGER L. MARTIN                                                   For        For
        9   SIR DERYCK MAUGHAN                                                For        For
        10  KEN OLISA, OBE                                                    For        For
        11  VANCE K. OPPERMAN                                                 For        For
        12  JOHN M. THOMPSON                                                  For        For
        13  PETER J. THOMSON                                                  For        For
        14  WULF VON SCHIMMELMANN                                             For        For
02      TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITOR        Management    For        For
        AND TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR'S
        REMUNERATION.
03      TO ACCEPT, ON AN ADVISORY BASIS, THE APPROACH TO        Management    For        For
        EXECUTIVE COMPENSATION DESCRIBED IN THE
        ACCOMPANYING MANAGEMENT PROXY CIRCULAR.


INTEL CORPORATION

SECURITY        458140100      MEETING TYPE Annual
TICKER SYMBOL   INTC           MEETING DATE 17-May-2012
ISIN            US4581401001   AGENDA       933577061 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY               Management    For        For
1B.     ELECTION OF DIRECTOR: ANDY D. BRYANT                    Management    For        For
1C.     ELECTION OF DIRECTOR: SUSAN L. DECKER                   Management    For        For
1D.     ELECTION OF DIRECTOR: JOHN J. DONAHOE                   Management    For        For
1E.     ELECTION OF DIRECTOR: REED E. HUNDT                     Management    For        For
1F.     ELECTION OF DIRECTOR: PAUL S. OTELLINI                  Management    For        For
1G.     ELECTION OF DIRECTOR: JAMES D. PLUMMER                  Management    For        For
1H.     ELECTION OF DIRECTOR: DAVID S. POTTRUCK                 Management    For        For
1I.     ELECTION OF DIRECTOR: FRANK D. YEARY                    Management    For        For
1J.     ELECTION OF DIRECTOR: DAVID B. YOFFIE                   Management    For        For
2.      RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS       Management    For        For
        OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR CURRENT YEAR
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION         Management    Abstain    Against
4.      STOCKHOLDER PROPOSAL: WHETHER TO HOLD AN ADVISORY       Shareholder   Against    For
        VOTE ON POLITICAL CONTRIBUTIONS


CABLEVISION SYSTEMS CORPORATION

SECURITY        12686C109      MEETING TYPE Annual
TICKER SYMBOL   CVC            MEETING DATE 18-May-2012
ISIN            US12686C1099   AGENDA       933588153 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      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
2.      TO RATIFY THE APPOINTMENT OF KPMG LLP AS                Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
        THE COMPANY FOR FISCAL YEAR 2012.


TRANSOCEAN, LTD.

SECURITY        H8817H100      MEETING TYPE Annual
TICKER SYMBOL   RIG            MEETING DATE 18-May-2012
ISIN            CH0048265513   AGENDA       933591946 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      APPROVAL OF THE 2011 ANNUAL REPORT, INCLUDING THE       Management    For        For
        CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
        LTD. FOR FISCAL YEAR 2011 AND THE STATUTORY
        FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL
        YEAR 2011.
2.      APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR     Management    For        For
        2011.
3A.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        GLYN BARKER
3B.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        VANESSA C.L. CHANG
3C.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        CHAD DEATON
3D.     REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:     Management    For        For
        EDWARD R. MULLER
3E.     REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:     Management    For        For
        TAN EK KIA
4.      APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S       Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        FISCAL YEAR 2012 AND REELECTION OF ERNST & YOUNG
        LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A
        FURTHER ONE- YEAR TERM.
5.      ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management    Abstain    Against


TRANSOCEAN, LTD.

SECURITY        H8817H100      MEETING TYPE Annual
TICKER SYMBOL   RIG            MEETING DATE 18-May-2012
ISIN            CH0048265513   AGENDA       933631776 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      APPROVAL OF THE 2011 ANNUAL REPORT, INCLUDING THE       Management    For        For
        CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN
        LTD. FOR FISCAL YEAR 2011 AND THE STATUTORY
        FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL
        YEAR 2011.
2.      APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR     Management    For        For
        2011.
3A.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        GLYN BARKER
3B.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        VANESSA C.L. CHANG
3C.     ELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:       Management    For        For
        CHAD DEATON
3D.     REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:     Management    For        For
        EDWARD R. MULLER
3E.     REELECTION OF CLASS I DIRECTOR FOR THREE-YEAR TERM:     Management    For        For
        TAN EK KIA
4.      APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S       Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        FISCAL YEAR 2012 AND REELECTION OF ERNST & YOUNG
        LTD., ZURICH, AS THE COMPANY'S AUDITOR FOR A
        FURTHER ONE- YEAR TERM.
5.      ADVISORY VOTE ON EXECUTIVE COMPENSATION.                Management    Abstain    Against


TUPPERWARE BRANDS CORPORATION

SECURITY        899896104      MEETING TYPE Annual
TICKER SYMBOL   TUP            MEETING DATE 22-May-2012
ISIN            US8998961044   AGENDA       933591251 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A      ELECTION OF DIRECTOR: CATHERINE A. BERTINI              Management    For        For
1B      ELECTION OF DIRECTOR: SUSAN M. CAMERON                  Management    For        For
1C      ELECTION OF DIRECTOR: KRISS CLONINGER, III              Management    For        For
1D      ELECTION OF DIRECTOR: E. V. GOINGS                      Management    For        For
1E      ELECTION OF DIRECTOR: JOE R. LEE                        Management    For        For
1F      ELECTION OF DIRECTOR: ANGEL R. MARTINEZ                 Management    For        For
1G      ELECTION OF DIRECTOR: A. MONTEIRO DE CASTRO             Management    For        For
1H      ELECTION OF DIRECTOR: ROBERT J. MURRAY                  Management    For        For
1I      ELECTION OF DIRECTOR: DAVID R. PARKER                   Management    For        For
1J      ELECTION OF DIRECTOR: JOYCE M. ROCHE                    Management    For        For
1K      ELECTION OF DIRECTOR: M. ANNE SZOSTAK                   Management    For        For
2       PROPOSAL TO RATIFY THE APPOINTMENT OF THE               Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3       ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE        Management    Abstain    Against
        COMPENSATION PROGRAM


MERCK & CO., INC.

SECURITY        58933Y105      MEETING TYPE Annual
TICKER SYMBOL   MRK            MEETING DATE 22-May-2012
ISIN            US58933Y1055   AGENDA       933595158 - 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: KENNETH C. FRAZIER                Management    For        For
1D.     ELECTION OF DIRECTOR: THOMAS H. GLOCER                  Management    For        For
1E.     ELECTION OF DIRECTOR: WILLIAM B. HARRISON JR.           Management    For        For
1F.     ELECTION OF DIRECTOR: C. ROBERT KIDDER                  Management    For        For
1G.     ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS               Management    For        For
1H.     ELECTION OF DIRECTOR: CARLOS E. REPRESAS                Management    For        For
1I.     ELECTION OF DIRECTOR: PATRICIA F. RUSSO                 Management    For        For
1J.     ELECTION OF DIRECTOR: CRAIG B. THOMPSON                 Management    For        For
1K.     ELECTION OF DIRECTOR: WENDELL P. WEEKS                  Management    For        For
1L.     ELECTION OF DIRECTOR: PETER C. WENDELL                  Management    For        For
2.      RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S        Management    For        For
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
        2012.
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.        Management    Abstain    Against
4.      SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDER ACTION      Shareholder   Against    For
        BY WRITTEN CONSENT.
5.      SHAREHOLDER PROPOSAL CONCERNING SPECIAL                 Shareholder   Against    For
        SHAREHOLDER MEETINGS.
6.      SHAREHOLDER PROPOSAL CONCERNING REPORT ON               Shareholder   Against    For
        CHARITABLE AND POLITICAL CONTRIBUTIONS.


KRAFT FOODS INC.

SECURITY        50075N104      MEETING TYPE Annual
TICKER SYMBOL   KFT            MEETING DATE 23-May-2012
ISIN            US50075N1046   AGENDA       933593609 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: MYRA M. HART                      Management    For        For
1B.     ELECTION OF DIRECTOR: PETER B. HENRY                    Management    For        For
1C.     ELECTION OF DIRECTOR: LOIS D. JULIBER                   Management    For        For
1D.     ELECTION OF DIRECTOR: MARK D. KETCHUM                   Management    For        For
1E.     ELECTION OF DIRECTOR: TERRY J. LUNDGREN                 Management    For        For
1F.     ELECTION OF DIRECTOR: MACKEY J. MCDONALD                Management    For        For
1G.     ELECTION OF DIRECTOR: JORGE S. MESQUITA                 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 TO APPROVE EXECUTIVE COMPENSATION.        Management    Abstain    Against
3.      APPROVAL OF AMENDMENT TO CHANGE COMPANY NAME.           Management    For        For
4.      RATIFICATION OF THE SELECTION OF INDEPENDENT            Management    For        For
        AUDITORS.
5.      SHAREHOLDER PROPOSAL: SUSTAINABLE FORESTRY REPORT.      Shareholder   Against    For
6.      SHAREHOLDER PROPOSAL:REPORT ON EXTENDED PRODUCER        Shareholder   Against    For
        RESPONSIBILITY.
7.      SHAREHOLDER PROPOSAL: REPORT ON LOBBYING.               Shareholder   Against    For


BLACKROCK, INC.

SECURITY        09247X101      MEETING TYPE Annual
TICKER SYMBOL   BLK            MEETING DATE 24-May-2012
ISIN            US09247X1019   AGENDA       933597897 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK                Management    For        For
1B.     ELECTION OF DIRECTOR: LAURENCE D. FINK                  Management    For        For
1C.     ELECTION OF DIRECTOR: ROBERT S. KAPITO                  Management    For        For
1D.     ELECTION OF DIRECTOR: THOMAS H. O'BRIEN                 Management    For        For
1E.     ELECTION OF DIRECTOR: IVAN G. SEIDENBERG                Management    For        For
2.      APPROVAL OF THE AMENDMENT TO BLACKROCK'S AMENDED        Management    For        For
        AND RESTATED CERTIFICATE OF INCORPORATION TO
        DECLASSIFY BLACKROCK'S BOARD OF DIRECTORS.
3.      APPROVAL, IN A NON-BINDING VOTE, OF THE                 Management    Abstain    Against
        COMPENSATION OF THE NAMED EXECUTIVE OFFICERS,
        AS DISCLOSED AND DISCUSSED IN THE PROXY STATEMENT.
4.      RATIFICATION OF THE APPOINTMENT OF DELOITTE &           Management    For        For
        TOUCHE LLP AS BLACKROCK'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.


NEXTERA ENERGY, INC.

SECURITY        65339F101      MEETING TYPE Annual
TICKER SYMBOL   NEE            MEETING DATE 25-May-2012
ISIN            US65339F1012   AGENDA       933587555 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1A.     ELECTION OF DIRECTOR: SHERRY S. BARRAT                  Management    For        For
1B.     ELECTION OF DIRECTOR: ROBERT M. BEALL, II               Management    For        For
1C.     ELECTION OF DIRECTOR: JAMES L. CAMAREN                  Management    For        For
1D.     ELECTION OF DIRECTOR: KENNETH B. DUNN                   Management    For        For
1E.     ELECTION OF DIRECTOR: J. BRIAN FERGUSON                 Management    For        For
1F.     ELECTION OF DIRECTOR: LEWIS HAY, III                    Management    For        For
1G.     ELECTION OF DIRECTOR: TONI JENNINGS                     Management    For        For
1H.     ELECTION OF DIRECTOR: OLIVER D. KINGSLEY, JR.           Management    For        For
1I.     ELECTION OF DIRECTOR: RUDY E. SCHUPP                    Management    For        For
1J.     ELECTION OF DIRECTOR: WILLIAM H. SWANSON                Management    For        For
1K.     ELECTION OF DIRECTOR: MICHAEL H. THAMAN                 Management    For        For
1L.     ELECTION OF DIRECTOR: HANSEL E. TOOKES, II              Management    For        For
2.      RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE        Management    For        For
        LLP AS NEXTERA ENERGY'S INDEPENDENT REGISTERED
        PUBLIC ACCOUNTING FIRM FOR 2012.
3.      APPROVAL, BY NON-BINDING ADVISORY VOTE, OF NEXTERA      Management    Abstain    Against
        ENERGY'S COMPENSATION OF ITS NAMED EXECUTIVE
        OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.


EXXON MOBIL CORPORATION

SECURITY        30231G102      MEETING TYPE Annual
TICKER SYMBOL   XOM            MEETING DATE 30-May-2012
ISIN            US30231G1022   AGENDA       933600086 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      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   H.H. FORE                                                         For        For
        6   K.C. FRAZIER                                                      For        For
        7   W.W. GEORGE                                                       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
2.      RATIFICATION OF INDEPENDENT AUDITORS (PAGE 61)          Management    For        For
3.      ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION         Management    Abstain    Against
        (PAGE 62)
4.      INDEPENDENT CHAIRMAN (PAGE 64)                          Shareholder   Against    For
5.      MAJORITY VOTE FOR DIRECTORS (PAGE 65)                   Shareholder   Against    For
6.      REPORT ON POLITICAL CONTRIBUTIONS (PAGE 66)             Shareholder   Against    For
7.      AMENDMENT OF EEO POLICY (PAGE 67)                       Shareholder   Against    For
8.      REPORT ON NATURAL GAS PRODUCTION (PAGE 69)              Shareholder   Against    For
9.      GREENHOUSE GAS EMISSIONS GOALS (PAGE 71)                Shareholder   Against    For


CHEVRON CORPORATION

SECURITY        166764100      MEETING TYPE Annual
TICKER SYMBOL   CVX            MEETING DATE 30-May-2012
ISIN            US1667641005   AGENDA       933601913 - 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: C. HAGEL                          Management    For        For
1D.     ELECTION OF DIRECTOR: E. HERNANDEZ                      Management    For        For
1E.     ELECTION OF DIRECTOR: G.L. KIRKLAND                     Management    For        For
1F.     ELECTION OF DIRECTOR: C.W. MOORMAN                      Management    For        For
1G.     ELECTION OF DIRECTOR: K.W. SHARER                       Management    For        For
1H.     ELECTION OF DIRECTOR: J.G. STUMPF                       Management    For        For
1I.     ELECTION OF DIRECTOR: R.D. SUGAR                        Management    For        For
1J.     ELECTION OF DIRECTOR: C. WARE                           Management    For        For
1K.     ELECTION OF DIRECTOR: J.S. WATSON                       Management    For        For
2.      RATIFICATION OF APPOINTMENT OF INDEPENDENT              Management    For        For
        REGISTERED PUBLIC ACCOUNTING FIRM
3.      ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER        Management    Abstain    Against
        COMPENSATION
4.      EXCLUSIVE FORUM PROVISIONS                              Shareholder   Against    For
5.      INDEPENDENT CHAIRMAN                                    Shareholder   Against    For
6.      LOBBYING DISCLOSURE                                     Shareholder   Against    For
7.      COUNTRY SELECTION GUIDELINES                            Shareholder   Against    For
8.      HYDRAULIC FRACTURING                                    Shareholder   Against    For
9.      ACCIDENT RISK OVERSIGHT                                 Shareholder   Against    For
10.     SPECIAL MEETINGS                                        Shareholder   Against    For
11.     INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE       Shareholder   Against    For


WAL-MART STORES, INC.

SECURITY        931142103      MEETING TYPE Annual
TICKER SYMBOL   WMT            MEETING DATE 01-Jun-2012
ISIN            US9311421039   AGENDA       933607408 - 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: MARISSA A. MAYER                  Management    For        For
1I      ELECTION OF DIRECTOR: GREGORY B. PENNER                 Management    For        For
1J      ELECTION OF DIRECTOR: STEVEN S REINEMUND                Management    For        For
1K      ELECTION OF DIRECTOR: H. LEE SCOTT, JR.                 Management    For        For
1L      ELECTION OF DIRECTOR: ARNE M. SORENSON                  Management    For        For
1M      ELECTION OF DIRECTOR: JIM C. WALTON                     Management    For        For
1N      ELECTION OF DIRECTOR: S. ROBSON WALTON                  Management    For        For
1O      ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS           Management    For        For
1P      ELECTION OF DIRECTOR: LINDA S. WOLF                     Management    For        For
02      RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT        Management    For        For
        ACCOUNTANTS
03      ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER        Management    Abstain    Against
        COMPENSATION
04      POLITICAL CONTRIBUTIONS REPORT                          Shareholder   Against    For
05      DIRECTOR NOMINATION POLICY                              Shareholder   Against    For
06      REPORT REGARDING INCENTIVE COMPENSATION PROGRAMS        Shareholder   Against    For


CME GROUP INC.

SECURITY        12572Q105      MEETING TYPE Annual
TICKER SYMBOL   CME            MEETING DATE 13-Jun-2012
ISIN            US12572Q1058   AGENDA       933597758 - Management



                                                                                         FOR/AGAINST
ITEM    PROPOSAL                                                TYPE          VOTE       MANAGEMENT
-----   -----------------------------------------------------   -----------   --------   -----------
                                                                             
1.      DIRECTOR                                                Management
        1   DENNIS H. CHOOKASZIAN                                             For        For
        2   LARRY G. GERDES                                                   For        For
        3   DANIEL R. GLICKMAN                                                For        For
        4   JAMES E. OLIFF                                                    For        For
        5   EDEMIR PINTO                                                      For        For
        6   ALEX J. POLLOCK                                                   For        For
        7   WILLIAM R. SHEPARD                                                For        For
2.      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG        Management    For        For
        LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM FOR 2012.
3.      ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED          Management    Abstain    Against
        EXECUTIVE OFFICERS.
4.      APPROVAL OF THE FOURTH AMENDED AND RESTATED             Management    For        For
        CERTIFICATE OF INCORPORATION OF CME GROUP INC.
5.      APPROVAL OF THE CME GROUP INC. AMENDED AND RESTATED     Management    For        For
        OMNIBUS STOCK PLAN.
6.      APPROVAL OF THE CME GROUP INC. AMENDED AND RESTATED     Management    For        For
        EMPLOYEE STOCK PURCHASE PLAN.
7.      SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS.            Shareholder   Against    For


FREEPORT-MCMORAN COPPER & GOLD INC.

SECURITY        35671D857      MEETING TYPE Annual
TICKER SYMBOL   FCX            MEETING DATE 14-Jun-2012
ISIN            US35671D8570   AGENDA       933621989 - 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 COMPENSATION     Management    For        For
        OF OUR NAMED EXECUTIVE OFFICERS.
03      RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG        Management    For        For
        LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM.
04      STOCKHOLDER PROPOSAL REGARDING THE SELECTION OF A       Shareholder   Against    For
        CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
        RECOMMENDED FOR ELECTION TO THE BOARD OF DIRECTORS.




                                   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 Dividend Growth Fund (formerly, Blue Chip Value Fund)


By (Signature and Title)* /s/ Bruce N. Alpert
                          --------------------------------------------
                          Bruce N. Alpert, Principal Executive Officer

Date 08/10/12

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