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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-PX

              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                Investment Company Act file number  811- 08189

                  J.P. Morgan Fleming Mutual Fund Group, Inc.
              (Exact name of registrant as specified in charter)

            270 Park Avenue, New York, NY          10017
               (Address of principal             (Zip code)
                 executive offices)

 J.P. Morgan Investment Management, Inc., 270 Park Avenue, New York, NY 10017
                    (Name and address of agent for service)

      Registrant's telephone number, including area code: 1-800-480-4111

                       Date of fiscal year end: June 30

         Date of reporting period: July 1, 2011 through June 30, 2012

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Item 1. Proxy Voting Record




******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-08189
Reporting Period: 07/01/2011 - 06/30/2012
J.P. Morgan Fleming Mutual Fund Group, Inc.









========================= JPMorgan Mid Cap Value Fund ==========================

JPMorgan Diversified Mid Cap Value Fund merged into JPMorgan Mid Cap Value Fund.


AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: AUG 29, 2011   Meeting Type: Annual
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter McCausland         For       For          Management
1.2   Elect Director Lee M. Thomas            For       For          Management
1.3   Elect Director John C. van Roden, Jr.   For       For          Management
1.4   Elect Director Ellen C. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ALBEMARLE CORPORATION

Ticker:       ALB            Security ID:  012653101
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jim W. Nokes             For       For          Management
1.2   Elect Director Willam H. Hernandez      For       For          Management
1.3   Elect Director R. William Ide, III      For       For          Management
1.4   Elect Director Luther C. Kissam, IV     For       For          Management
1.5   Elect Director Joseph M. Mahady         For       For          Management
1.6   Elect Director Barry W. Perry           For       For          Management
1.7   Elect Director John Sherman, Jr.        For       For          Management
1.8   Elect Director Harriett Tee Taggart     For       For          Management
1.9   Elect Director Anne Marie Whittemore    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ALLEGHANY CORPORATION

Ticker:       Y              Security ID:  017175100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John G. Foos             For       For          Management
2     Elect Director William K. Lavin         For       For          Management
3     Elect Director Phillip M. Martineau     For       For          Management
4     Elect Director Raymond L. M. Wong       For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ALLIANT TECHSYSTEMS INC.

Ticker:       ATK            Security ID:  018804104
Meeting Date: AUG 02, 2011   Meeting Type: Annual
Record Date:  JUN 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne J. Decyk         For       For          Management
1.2   Elect Director Mark W. DeYoung          For       For          Management
1.3   Elect Director Martin C. Faga           For       For          Management
1.4   Elect Director Ronald R. Fogleman       For       For          Management
1.5   Elect Director April H. Foley           For       For          Management
1.6   Elect Director Tig H. Krekel            For       For          Management
1.7   Elect Director Douglas L. Maine         For       For          Management
1.8   Elect Director Roman Martinez IV        For       For          Management
1.9   Elect Director Mark H. Ronald           For       For          Management
1.10  Elect Director William G. Van Dyke      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


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AMC NETWORKS INC.

Ticker:       AMCX           Security ID:  00164V103
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neil M. Ashe             For       For          Management
1.2   Elect Director Alan D. Schwartz         For       For          Management
1.3   Elect Director Leonard Tow              For       For          Management
1.4   Elect Director Robert C. Wright         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lon R. Greenberg         For       For          Management
2     Elect Director Warren D. Knowlton       For       For          Management
3     Elect Director Jeffrey Noddle           For       For          Management
4     Elect Director Robert F. Sharpe, Jr.    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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AMERISOURCEBERGEN CORPORATION

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 01, 2012   Meeting Type: Annual
Record Date:  JAN 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven H. Collis         For       For          Management
2     Elect Director Richard C. Gozon         For       For          Management
3     Elect Director Kathleen W. Hyle         For       For          Management
4     Elect Director Michael J. Long          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Malone          For       For          Management
1.2   Elect Director Elizabeth R. Varet       For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward G. Jepsen         For       For          Management
1.2   Elect Director John R. Lord             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ray Stata                For       For          Management
2     Elect Director Jerald G. Fishman        For       For          Management
3     Elect Director James A. Champy          For       For          Management
4     Elect Director John C. Hodgson          For       For          Management
5     Elect Director Yves-Andre Istel         For       For          Management
6     Elect Director Neil Novich              For       For          Management
7     Elect Director F. Grant Saviers         For       For          Management
8     Elect Director Paul J. Severino         For       For          Management
9     Elect Director Kenton J. Sicchitano     For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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ARCH CAPITAL GROUP LTD.

Ticker:       ACGL           Security ID:  G0450A105
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric W. Doppstadt        For       For          Management
1.2   Elect Director Constantine Iordanou     For       For          Management
1.3   Elect Director James J. Meenaghan       For       For          Management
1.4   Elect Director John M. Pasquesi         For       Withhold     Management
2.1   Elect Director Anthony Asquith as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.2   Elect Director Edgardo Balois as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.3   Elect Director William E. Beveridge as  For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.4   Elect Director Dennis R. Brand as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.5   Elect Director Peter Calleo as          For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.6   Elect Director Knud Christensen as      For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.7   Elect Director Paul Cole as Designated  For       For          Management
      Company Director of Non-U.S.
      Subsidiaries
2.8   Elect Director Graham B.R. Collis as    For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.9   Elect Director William J. Cooney as     For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.10  Elect Director Michael Feetham as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.11  Elect Director Stephen Fogarty as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.12  Elect Director E. Fullerton-Rome as     For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.13  Elect Director Marc Grandisson as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.14  Elect Director Michael A. Greene as     For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.15  Elect Director John C.R. Hele as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.16  Elect Director David W. Hipkin as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.17  Elect Director W. Preston Hutchings as  For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.18  Elect Director Constantine Iordanou as  For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.19  Elect Director Wolbert H. Kamphuijs as  For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.20  Elect Director Michael H. Kier as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.21  Elect Director Lin Li-Williams as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.22  Elect Director Mark D. Lyons as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.23  Elect Director Adam Matteson as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.24  Elect Director David McElroy as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.25  Elect Director Rommel Mercado as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.26  Elect Director Martin J. Nilsen as      For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.27  Elect Director Mark Nolan as            For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.28  Elect Director Nicolas Papadopoulo as   For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.29  Elect Director Elisabeth Quinn as       For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.30  Elect Director Maamoun Rajeh as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.31  Elect Director John F. Rathgeber as     For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.32  Elect Director Andrew Rippert as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.33  Elect Director Paul S. Robotham as      For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.34  Elect Director Carla Santamaria-Sena    For       For          Management
      as Designated Company Director of
      Non-U.S. Subsidiaries
2.35  Elect Director Scott Schenker as        For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.36  Elect Director Soren Scheuer as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.37  Elect Director Budhi Singh as           For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.38  Elect Director Helmut Sohler as         For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.39  Elect Director Iwan van Munster as      For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.40  Elect Director Angus Watson as          For       For          Management
      Designated Company Director of Non-U.S.
      Subsidiaries
2.41  Elect Director James R. Weatherstone    For       For          Management
      as Designated Company Director of
      Non-U.S. Subsidiaries
3     Approve Arch Capital Group LTD. 2012    For       For          Management
      Long Term   Incentive and Share Award
      Plan
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ARROW ELECTRONICS, INC.

Ticker:       ARW            Security ID:  042735100
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry W. Perry           For       For          Management
1.2   Elect Director Philip K. Asherman       For       For          Management
1.3   Elect Director Gail E. Hamilton         For       For          Management
1.4   Elect Director John N. Hanson           For       For          Management
1.5   Elect Director Richard S. Hill          For       For          Management
1.6   Elect Director M.F. (Fran) Keeth        For       For          Management
1.7   Elect Director Andrew C. Kerin          For       For          Management
1.8   Elect Director Michael J. Long          For       For          Management
1.9   Elect Director Stephen C. Patrick       For       For          Management
1.10  Elect Director John C. Waddell          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 14, 2011   Meeting Type: Annual
Record Date:  OCT 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Crowley       For       For          Management
2     Elect Director Sue E. Gove              For       For          Management
3     Elect Director Earl G. Graves, Jr.      For       For          Management
4     Elect Director Robert R. Grusky         For       For          Management
5     Elect Director J. R. Hyde, III          For       For          Management
6     Elect Director W. Andrew McKenna        For       For          Management
7     Elect Director George R. Mrkonic, Jr.   For       For          Management
8     Elect Director Luis P. Nieto            For       For          Management
9     Elect Director William C. Rhodes, III   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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BALL CORPORATION

Ticker:       BLL            Security ID:  058498106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       Withhold     Management
1.2   Elect Director R. David Hoover          For       Withhold     Management
1.3   Elect Director Jan Nicholson            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BANCORPSOUTH, INC.

Ticker:       BXS            Security ID:  059692103
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gus J. Blass, III        For       For          Management
1.2   Elect Director James E. Campbell, III   For       For          Management
1.3   Elect Director Albert C. Clark          For       For          Management
1.4   Elect Director Grace Clark              For       For          Management
1.5   Elect Director Hassell H. Franklin      For       For          Management
1.6   Elect Director Keith J. Jackson         For       For          Management
1.7   Elect Director George F. Middlebrook,   For       For          Management
      III
1.8   Elect Director Robert C. Nolan          For       For          Management
1.9   Elect Director W. Cal Partee, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management


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BEAM INC.

Ticker:       BEAM           Security ID:  073730103
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Goldstein     For       For          Management
2     Elect Director Stephen W. Golsby        For       For          Management
3     Elect Director Ann F. Hackett           For       For          Management
4     Elect Director A. D. David Mackay       For       For          Management
5     Elect Director Matthew J. Shattock      For       For          Management
6     Elect Director Robert A. Steele         For       For          Management
7     Elect Director Peter M. Wilson          For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
11    Approve Executive Incentive Bonus Plan  For       For          Management


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Basil L. Anderson        For       For          Management
2     Elect Director Henry P. Becton, Jr.     For       For          Management
3     Elect Director Edward F. Degraan        For       For          Management
4     Elect Director Vincent A. Forlenza      For       For          Management
5     Elect Director Claire M. Fraser-liggett For       For          Management
6     Elect Director Christopher Jones        For       For          Management
7     Elect Director Marshall O. Larsen       For       For          Management
8     Elect Director Edward J. Ludwig         For       For          Management
9     Elect Director Adel A.F. Mahmoud        For       For          Management
10    Elect Director Gary A. Mecklenburg      For       For          Management
11    Elect Director James F. Orr             For       For          Management
12    Elect Director Willard J. Overlock, Jr  For       For          Management
13    Elect Director Bertram L. Scott         For       For          Management
14    Elect Director Alfred Sommer            For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Warren Eisenberg         For       For          Management
2     Elect Director Leonard Feinstein        For       For          Management
3     Elect Director Steven H. Temares        For       For          Management
4     Elect Director Dean S. Adler            For       For          Management
5     Elect Director Stanley F. Barshay       For       For          Management
6     Elect Director Klaus Eppler             For       For          Management
7     Elect Director Patrick R. Gaston        For       For          Management
8     Elect Director Jordan Heller            For       For          Management
9     Elect Director Victoria A. Morrison     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management


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BROOKFIELD OFFICE PROPERTIES INC.

Ticker:       BPO            Security ID:  112900105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon E. Arnell         For       For          Management
1.2   Elect Director William T. Cahill        For       For          Management
1.3   Elect Director Christie J.B. Clark      For       For          Management
1.4   Elect Director Richard B. Clark         For       For          Management
1.5   Elect Director Jack L. Cockwell         For       For          Management
1.6   Elect Director J. Bruce Flatt           For       For          Management
1.7   Elect Director Michael Hegarty          For       For          Management
1.8   Elect Director Paul J. Massey Jr.       For       For          Management
1.9   Elect Director F. Allan McDonald        For       For          Management
1.10  Elect Director Robert L. Stelzl         For       For          Management
1.11  Elect Director John E. Zuccotti         For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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CABLEVISION SYSTEMS CORPORATION

Ticker:       CVC            Security ID:  12686C109
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary W. Carter        For       For          Management
1.2   Elect Director Thomas V. Reifenheiser   For       Withhold     Management
1.3   Elect Director John R. Ryan             For       Withhold     Management
1.4   Elect Director Vincent Tese             For       Withhold     Management
1.5   Elect Director Leonard Tow              For       For          Management
2     Ratify Auditors                         For       For          Management


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CAPITOL FEDERAL FINANCIAL, INC.

Ticker:       CFFN           Security ID:  14057J101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  DEC 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Morris J. Huey, II       For       For          Management
1.2   Elect Director Reginald L. Robinson     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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CARLISLE COMPANIES INCORPORATED

Ticker:       CSL            Security ID:  142339100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen P. Munn          For       For          Management
2     Elect Director Lawrence A. Sala         For       For          Management
3     Elect Director Magalen C. Webert        For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management


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CENTERPOINT ENERGY, INC.

Ticker:       CNP            Security ID:  15189T107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald R. Campbell       For       For          Management
2     Elect Director Milton Carroll           For       For          Management
3     Elect Director O. Holcombe Crosswell    For       For          Management
4     Elect Director Michael P. Johnson       For       For          Management
5     Elect Director Janiece M. Longoria      For       For          Management
6     Elect Director David M. McClanahan      For       For          Management
7     Elect Director Susan O. Rheney          For       For          Management
8     Elect Director R. A. Walker             For       For          Management
9     Elect Director Peter S. Wareing         For       For          Management
10    Elect Director Sherman M. Wolff         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CIGNA CORPORATION

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John M. Partridge        For       For          Management
2     Elect Director James E. Rogers          For       For          Management
3     Elect Director Joseph P. Sullivan       For       For          Management
4     Elect Director Eric C. Wiseman          For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Declassify the Board of Directors       None      For          Management


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CITY NATIONAL CORPORATION

Ticker:       CYN            Security ID:  178566105
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kenneth L. Coleman       For       For          Management
2     Elect Director Bruce Rosenblum          For       For          Management
3     Elect Director Peter M. Thomas          For       For          Management
4     Elect Director Christopher J. Warmuth   For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Declassify the Board of Directors       For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Ticker:       CCO            Security ID:  18451C109
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Carlisle        For       Withhold     Management
1.2   Elect Director Robert W. Pittman        For       Withhold     Management
1.3   Elect Director Dale W. Tremblay         For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Merribel S. Ayres        For       For          Management
2     Elect Director Jon E. Barfield          For       For          Management
3     Elect Director Stephen E. Ewing         For       For          Management
4     Elect Director Richard M. Gabrys        For       For          Management
5     Elect Director David W. Joos            For       For          Management
6     Elect Director Philip R. Lochner, Jr.   For       For          Management
7     Elect Director Michael T. Monahan       For       For          Management
8     Elect Director John G. Russell          For       For          Management
9     Elect Director Kenneth L. Way           For       For          Management
10    Elect Director John B. Yasinsky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

COOPER INDUSTRIES PLC

Ticker:       CBE            Security ID:  G24140108
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect  Ivor J. Evans as Director        For       Against      Management
2     Elect Kirk S. Hachigian as Director     For       For          Management
3     Elect Lawrence D. Kingsley as Director  For       For          Management
4     Accept Financial Statements and         For       For          Management
      Statutory Reports
5     Approve Ernst & Young as Auditors and   For       For          Management
      Authorize the Audit Committee to Fix
      their Remuneration
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Authorize Share Repurchase by Any       For       For          Management
      Subsidiary of the Company
8     Authorize the Reissue Price Range of    For       For          Management
      Treasury Shares


--------------------------------------------------------------------------------

COVENTRY HEALTH CARE, INC.

Ticker:       CVH            Security ID:  222862104
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel N. Mendelson      For       Against      Management
2     Elect Director Rodman W. Moorehead, Iii For       For          Management
3     Elect Director Timothy T. Weglicki      For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Report on Political Contributions       Against   For          Shareholder


--------------------------------------------------------------------------------

CULLEN/FROST BANKERS, INC.

Ticker:       CFR            Security ID:  229899109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Denny Alexander       For       For          Management
1.2   Elect Director Carlos Alvarez           For       For          Management
1.3   Elect Director Royce S. Caldwell        For       For          Management
1.4   Elect Director Crawford H. Edwards      For       For          Management
1.5   Elect Director Ruben M. Escobedo        For       For          Management
1.6   Elect Director Richard W. Evans, Jr.    For       For          Management
1.7   Elect Director Patrick B. Frost         For       For          Management
1.8   Elect Director David J. Haemisegger     For       For          Management
1.9   Elect Director Karen E. Jennings        For       For          Management
1.10  Elect Director Richard M. Kleberg, III  For       For          Management
1.11  Elect Director Charles W. Matthews      For       For          Management
1.12  Elect Director Ida Clement Steen        For       For          Management
1.13  Elect Director Horace Wilkins, Jr.      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 22, 2011   Meeting Type: Annual
Record Date:  JUL 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard L. Berry         For       For          Management
1.2   Elect Director Odie C. Donald           For       For          Management
1.3   Elect Director Christopher J. Fraleigh  For       For          Management
1.4   Elect Director Victoria D. Harker       For       For          Management
1.5   Elect Director David H. Hughes          For       For          Management
1.6   Elect Director Charles A. Ledsinger Jr  For       For          Management
1.7   Elect Director William M. Lewis, Jr.    For       For          Management
1.8   Elect Director Senator Connie Mack III  For       For          Management
1.9   Elect Director Andrew H. Madsen         For       For          Management
1.10  Elect Director Clarence Otis, Jr.       For       For          Management
1.11  Elect Director Michael D. Rose          For       For          Management
1.12  Director Maria A. Sastre                For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Henry          For       For          Management
1.2   Elect Director John A. Hill             For       For          Management
1.3   Elect Director Michael M. Kanovsky      For       Withhold     Management
1.4   Elect Director Robert A. Mosbacher, Jr  For       For          Management
1.5   Elect Director J. Larry Nichols         For       For          Management
1.6   Elect Director Duane C. Radtke          For       For          Management
1.7   Elect Director Mary P. Ricciardello     For       For          Management
1.8   Elect Director John Richels             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Report on Lobbying Payments and Policy  Against   Against      Shareholder


--------------------------------------------------------------------------------

DISH NETWORK CORPORATION

Ticker:       DISH           Security ID:  25470M109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph P. Clayton        For       Withhold     Management
1.2   Elect Director James DeFranco           For       Withhold     Management
1.3   Elect Director Cantey M. Ergen          For       Withhold     Management
1.4   Elect Director Charles W. Ergen         For       Withhold     Management
1.5   Elect Director Steven R. Goodbarn       For       Withhold     Management
1.6   Elect Director Gary S. Howard           For       Withhold     Management
1.7   Elect Director David K. Moskowitz       For       Withhold     Management
1.8   Elect Director Tom A. Ortolf            For       Withhold     Management
1.9   Elect Director Carl E. Vogel            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Other Business                          For       For          Management


--------------------------------------------------------------------------------

DR PEPPER SNAPPLE GROUP, INC.

Ticker:       DPS            Security ID:  26138E109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David E. Alexander       For       For          Management
2     Elect Director Pamela H. Patsley        For       For          Management
3     Elect Director M. Anne Szostak          For       For          Management
4     Elect Director Michael F. Weinstein     For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Adopt Comprehensive Recycling Strategy  Against   For          Shareholder
      for Beverage Containers


--------------------------------------------------------------------------------

ENERGEN CORPORATION

Ticker:       EGN            Security ID:  29265N108
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy M. Merritt          For       For          Management
1.2   Elect Director Stephen A. Snider        For       For          Management
1.3   Elect Director Gary C. Youngblood       For       For          Management
1.4   Elect Director Jay Grinney              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

ENERGIZER HOLDINGS, INC.

Ticker:       ENR            Security ID:  29266R108
Meeting Date: JAN 30, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bill G. Armstrong        For       For          Management
2     Elect Director J. Patrick Mulcahy       For       For          Management
3     Elect Director Pamela M. Nicholson      For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

EQT CORPORATION

Ticker:       EQT            Security ID:  26884L109
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth M. Burke         For       For          Management
1.2   Elect Director Margaret K. Dorman       For       For          Management
1.3   Elect Director Philip G. Behrman        For       For          Management
1.4   Elect Director A. Bray Cary, Jr.        For       For          Management
1.5   Elect Director Lee T. Todd, Jr.         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

EXPEDIA, INC.

Ticker:       EXPE           Security ID:  30212P105
Meeting Date: DEC 06, 2011   Meeting Type: Annual
Record Date:  OCT 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement              For       For          Management
2     Approve Reverse Stock Split             For       Against      Management
3     Approve Merger Agreement                For       For          Management
4     Amend Certificate of Incorporation      For       For          Management
      Renouncing Interest in Transactions
      that may be a Corporate Opportunity
      for both Expedia and TripAdvisor
5.1   Elect Director A. George 'Skip' Battle  For       Withhold     Management
5.2   Elect Director Barry Diller             For       Withhold     Management
5.3   Elect Director Jonathan L. Dolgen       For       For          Management
5.4   Elect Director William R. Fitzgerald    For       Withhold     Management
5.5   Elect Director Craig A. Jacobson        For       For          Management
5.6   Elect Director Victor A. Kaufman        For       Withhold     Management
5.7   Elect Director Peter M. Kern            For       For          Management
5.8   Elect Director Dara Khosrowshahi        For       Withhold     Management
5.9   Elect Director John C. Malone           For       Withhold     Management
5.10  Elect Director Jose A. Tazon            For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


--------------------------------------------------------------------------------

EXPEDIA, INC.

Ticker:       EXPE           Security ID:  30212P303
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. George "Skip" Battle  For       Withhold     Management
1.2   Elect Director Barry Diller             For       Withhold     Management
1.3   Elect Director Jonathan L. Dolgen       For       For          Management
1.4   Elect Director William R. Fitzgerald    For       Withhold     Management
1.5   Elect Director Craig A. Jacobson        For       For          Management
1.6   Elect Director Victor A. Kaufman        For       Withhold     Management
1.7   Elect Director Peter M. Kern            For       For          Management
1.8   Elect Director Dara Khosrowshahi        For       Withhold     Management
1.9   Elect Director John C. Malone           For       Withhold     Management
1.10  Elect Director Jose A. Tazon            For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 19, 2012   Meeting Type: Annual
Record Date:  NOV 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Bernstein        For       For          Management
1.2   Elect Director Pamela L. Davies         For       For          Management
1.3   Elect Director Sharon Allred Decker     For       For          Management
1.4   Elect Director Edward C. Dolby          For       For          Management
1.5   Elect Director Glenn A. Eisenberg       For       For          Management
1.6   Elect Director Edward P. Garden         For       For          Management
1.7   Elect Director Howard R. Levine         For       For          Management
1.8   Elect Director George R. Mahoney, Jr.   For       For          Management
1.9   Elect Director James G. Martin          For       For          Management
1.10  Elect Director Harvey Morgan            For       For          Management
1.11  Elect Director Dale C. Pond             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darryl F. Allen          For       For          Management
1.2   Elect Director B. Evan Bayh, III        For       For          Management
1.3   Elect Director Ulysses L. Bridgeman,    For       For          Management
      Jr.
1.4   Elect Director Emerson L. Brumback      For       For          Management
1.5   Elect Director James P. Hackett         For       For          Management
1.6   Elect Director Gary R. Heminger         For       For          Management
1.7   Elect Director Jewell D. Hoover         For       For          Management
1.8   Elect Director William M. Isaac         For       For          Management
1.9   Elect Director Kevin T. Kabat           For       For          Management
1.10  Elect Director Mitchel D. Livingston    For       For          Management
1.11  Elect Director Michael B. McCallister   For       For          Management
1.12  Elect Director Hendrik G. Meijer        For       For          Management
1.13  Elect Director John J. Schiff, Jr.      For       For          Management
1.14  Elect Director Marsha C. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

FORTUNE BRANDS HOME & SECURITY, INC.

Ticker:       FBHS           Security ID:  34964C106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ann Fritz Hackett        For       For          Management
2     Elect Director John G. Morikis          For       For          Management
3     Elect Director Ronald V. Waters, III    For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Cody             For       For          Management
1.2   Elect Director Howard D. Elias          For       For          Management
1.3   Elect Director Arthur H. Harper         For       For          Management
1.4   Elect Director John Jeffry Louis        For       For          Management
1.5   Elect Director Marjorie Magner          For       For          Management
1.6   Elect Director Gracia C. Martore        For       For          Management
1.7   Elect Director Scott K. McCune          For       Withhold     Management
1.8   Elect Director Duncan M. McFarland      For       For          Management
1.9   Elect Director Susan Ness               For       For          Management
1.10  Elect Director Neal Shapiro             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

GENUINE PARTS COMPANY

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary B. Bullock          For       For          Management
1.2   Elect Director Paul D. Donahue          For       For          Management
1.3   Elect Director Jean Douville            For       For          Management
1.4   Elect Director Thomas C. Gallagher      For       For          Management
1.5   Elect Director George C. Guynn          For       For          Management
1.6   Elect Director John R. Holder           For       For          Management
1.7   Elect Director John D. Johns            For       Withhold     Management
1.8   Elect Director Michael M.E. Johns       For       For          Management
1.9   Elect Director J. Hicks Lanier          For       For          Management
1.10  Elect Director Robert C. Loudermilk,    For       For          Management
      Jr.
1.11  Elect Director Wendy B. Needham         For       For          Management
1.12  Elect Director Jerry W. Nix             For       For          Management
1.13  Elect Director Gary W. Rollins          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

HCA HOLDINGS, INC.

Ticker:       HCA            Security ID:  40412C101
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard M. Bracken       For       Withhold     Management
1.2   Elect Director R. Milton Johnson        For       Withhold     Management
1.3   Elect Director  John P. Connaughton     For       Withhold     Management
1.4   Elect Director Kenneth W. Freeman       For       Withhold     Management
1.5   Elect Director Thomas F. Frist, III     For       Withhold     Management
1.6   Elect Director William R. Frist         For       Withhold     Management
1.7   Elect Director Christopher R. Gordon    For       Withhold     Management
1.8   Elect Director Jay O. Light             For       For          Management
1.9   Elect Director Geoffrey G. Meyers       For       For          Management
1.10  Elect Director Michael W. Michelson     For       Withhold     Management
1.11  Elect Director James C. Momtazee        For       Withhold     Management
1.12  Elect Director Stephen G. Pagliuca      For       Withhold     Management
1.13  Elect Director Wayne J. Riley, M.D.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

HCP, INC.

Ticker:       HCP            Security ID:  40414L109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James F. Flaherty, III   For       For          Management
2     Elect Director Christine N. Garvey      For       For          Management
3     Elect Director David B. Henry           For       For          Management
4     Elect Director Lauralee E. Martin       For       For          Management
5     Elect Director Michael D. McKee         For       For          Management
6     Elect Director Peter L. Rhein           For       For          Management
7     Elect Director Kenneth B. Roath         For       For          Management
8     Elect Director Joseph P. Sullivan       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank A. D'Amelio        For       For          Management
2     Elect Director W. Roy Dunbar            For       For          Management
3     Elect Director Kurt J. Hilzinger        For       For          Management
4     Elect Director David A. Jones, Jr.      For       For          Management
5     Elect Director Michael B. McCallister   For       For          Management
6     Elect Director William J. McDonald      For       For          Management
7     Elect Director William E. Mitchell      For       For          Management
8     Elect Director David B. Nash            For       For          Management
9     Elect Director James J. O'Brien         For       For          Management
10    Elect Director Marissa T. Peterson      For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

HUNTINGTON BANCSHARES INCORPORATED

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don M. Casto, III        For       For          Management
1.2   Elect Director Ann B. Crane             For       For          Management
1.3   Elect Director Steven G. Elliott        For       For          Management
1.4   Elect Director Michael J. Endres        For       For          Management
1.5   Elect Director John B. Gerlach, Jr.     For       For          Management
1.6   Elect Director David P. Lauer           For       For          Management
1.7   Elect Director Jonathan A. Levy         For       For          Management
1.8   Elect Director Richard W. Neu           For       For          Management
1.9   Elect Director David L. Porteous        For       For          Management
1.10  Elect Director Kathleen H. Ransier      For       For          Management
1.11  Elect Director Stephen D. Steinour      For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

INVESCO LTD.

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin L. Flanagan       For       For          Management
1.2   Elect Director C. Robert Henrikson      For       For          Management
1.3   Elect Director Ben F. Johnson, II       For       For          Management
1.4   Elect Director J. Thomas Presby         For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

JACK HENRY & ASSOCIATES, INC.

Ticker:       JKHY           Security ID:  426281101
Meeting Date: NOV 17, 2011   Meeting Type: Annual
Record Date:  SEP 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry D. Hall            For       For          Management
1.2   Elect Director Michael E. Henry         For       For          Management
1.3   Elect Director Matthew C. Flanigan      For       For          Management
1.4   Elect Director Craig R. Curry           For       For          Management
1.5   Elect Director Wesley A. Brown          For       For          Management
1.6   Elect Director Marla K. Shepard         For       For          Management
1.7   Elect Director John F. Prim             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

JARDEN CORPORATION

Ticker:       JAH            Security ID:  471109108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin E. Franklin       For       For          Management
1.2   Elect Director James E. Lillie          For       For          Management
1.3   Elect Director Michael S. Gross         For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director John E. Schlifske        For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Nina G. Vaca             For       For          Management
12    Elect Director Stephen E. Watson        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Adopt Policy on Ending Use of Animal    Against   Against      Shareholder
      Fur in Products
16    Adopt Policy on Succession Planning     Against   Against      Shareholder
17    Stock Retention/Holding Period          Against   Against      Shareholder


--------------------------------------------------------------------------------

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lewis Kramer             For       For          Management
2     Elect Director Robert B. Millard        For       For          Management
3     Elect Director Arthur L. Simon          For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

LINCARE HOLDINGS INC.

Ticker:       LNCR           Security ID:  532791100
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John P. Byrnes           For       For          Management
1.2   Elect Director Stuart H. Altman         For       For          Management
1.3   Elect Director Chester B. Black         For       For          Management
1.4   Elect Director Angela P. Bryant         For       For          Management
1.5   Elect Director Frank D. Byrne           For       For          Management
1.6   Elect Director William F. Miller, III   For       For          Management
1.7   Elect Director Ellen M. Zane            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

LOEWS CORPORATION

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence S. Bacow        For       For          Management
2     Elect Director Ann E. Berman            For       For          Management
3     Elect Director Joseph L. Bower          For       For          Management
4     Elect Director Charles M. Diker         For       For          Management
5     Elect Director Jacob A. Frenkel         For       For          Management
6     Elect Director Paul J. Fribourg         For       For          Management
7     Elect Director Walter L. Harris         For       Against      Management
8     Elect Director Philip A. Laskawy        For       Against      Management
9     Elect Director Ken Miller               For       For          Management
10    Elect Director Gloria R. Scott          For       For          Management
11    Elect Director Andrew H. Tisch          For       For          Management
12    Elect Director James S. Tisch           For       For          Management
13    Elect Director Jonathan M. Tisch        For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Stock Option Plan                 For       For          Management
16    Approve Executive Incentive Bonus Plan  For       For          Management
17    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

M&T BANK CORPORATION

Ticker:       MTB            Security ID:  55261F104
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Baird           For       For          Management
1.2   Elect Director C. Angela Bontempo       For       For          Management
1.3   Elect Director Robert T. Brady          For       For          Management
1.4   Elect Director T. Jefferson             For       For          Management
      Cunningham, III
1.5   Elect Director Mark J. Czarnecki        For       For          Management
1.6   Elect Director Gary N. Geisel           For       For          Management
1.7   Elect Director Patrick W.E. Hodgson     For       For          Management
1.8   Elect Director Richard G. King          For       For          Management
1.9   Elect Director Jorge G. Pereira         For       For          Management
1.10  Elect Director Michael P. Pinto         For       For          Management
1.11  Elect Director Melinda R. Rich          For       For          Management
1.12  Elect Director Robert E. Sadler, Jr.    For       For          Management
1.13  Elect Director Herbert L. Washington    For       For          Management
1.14  Elect Director Robert G. Wilmers        For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

MARRIOTT INTERNATIONAL, INC.

Ticker:       MAR            Security ID:  571903202
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director J.W. Marriott, Jr.       For       For          Management
2     Elect Director John W. Marriott, III    For       For          Management
3     Elect Director Mary K. Bush             For       For          Management
4     Elect Director Lawrence W. Kellner      For       For          Management
5     Elect Director Debra L. Lee             For       For          Management
6     Elect Director George Munoz             For       For          Management
7     Elect Director Harry J. Pearce          For       For          Management
8     Elect Director Steven S Reinemund       For       For          Management
9     Elect Director Lawrence M. Small        For       For          Management
10    Elect Director Arne M. Sorenson         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zachary W. Carter        For       For          Management
2     Elect Director Brian Duperreault        For       For          Management
3     Elect Director Oscar Fanjul             For       For          Management
4     Elect Director H. Edward Hanway         For       For          Management
5     Elect Director Elaine La Roche          For       For          Management
6     Elect Director Lord Lang                For       For          Management
7     Elect Director Steven A. Mills          For       For          Management
8     Elect Director Bruce P. Nolop           For       For          Management
9     Elect Director Marc D. Oken             For       For          Management
10    Elect Director Morton O. Schapiro       For       For          Management
11    Elect Director Adele Simmons            For       For          Management
12    Elect Director Lloyd M. Yates           For       For          Management
13    Elect Director R. David Yost            For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce C. Bruckmann       For       For          Management
1.2   Elect Director Frans G. De Cock         For       For          Management
1.3   Elect Director Joseph A. Onorato        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

NEWFIELD EXPLORATION COMPANY

Ticker:       NFX            Security ID:  651290108
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lee K. Boothby           For       For          Management
2     Elect Director Philip J. Burguieres     For       For          Management
3     Elect Director Pamela J. Gardner        For       For          Management
4     Elect Director John Randolph Kemp, III  For       For          Management
5     Elect Director J. Michael Lacey         For       For          Management
6     Elect Director Joseph H. Netherland     For       For          Management
7     Elect Director Howard H. Newman         For       For          Management
8     Elect Director Thomas G. Ricks          For       For          Management
9     Elect Director Juanita F. Romans        For       For          Management
10    Elect Director C. E. Shultz             For       For          Management
11    Elect Director J. Terry Strange         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

NORTHERN TRUST CORPORATION

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda Walker Bynoe       For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       For          Management
1.3   Elect Director Susan Crown              For       For          Management
1.4   Elect Director Dipak C. Jain            For       For          Management
1.5   Elect Director Robert W. Lane           For       For          Management
1.6   Elect Director Edward J. Mooney         For       Withhold     Management
1.7   Elect Director John W. Rowe             For       For          Management
1.8   Elect Director Martin P. Slark          For       For          Management
1.9   Elect Director David H.B. Smith, Jr.    For       For          Management
1.10  Elect Director Charles A. Tribbett, III For       For          Management
1.11  Elect Director Frederick H. Waddell     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management
5     Pro-rata Vesting of Equity Plans        Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


--------------------------------------------------------------------------------

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: DEC 13, 2011   Meeting Type: Annual
Record Date:  OCT 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles K. Gifford       For       For          Management
2     Elect Director Paul A. La Camera        For       For          Management
3     Elect Director William C. Van Faasen    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

NV ENERGY, INC.

Ticker:       NVE            Security ID:  67073Y106
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joseph B. Anderson, Jr.  For       Against      Management
2     Elect Director Glenn C. Christenson     For       For          Management
3     Elect Director Susan F. Clark           For       For          Management
4     Elect Director Stephen E. Frank         For       For          Management
5     Elect Director Brian J. Kennedy         For       For          Management
6     Elect Director Maureen T. Mullarkey     For       For          Management
7     Elect Director John F. O'Reilly         For       For          Management
8     Elect Director Philip G. Satre          For       For          Management
9     Elect Director Donald D. Snyder         For       For          Management
10    Elect Director Michael W. Yackira       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
13    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

OLD REPUBLIC INTERNATIONAL CORPORATION

Ticker:       ORI            Security ID:  680223104
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harrington Bischof       For       For          Management
1.2   Elect Director Leo E. Knight, Jr.       For       For          Management
1.3   Elect Director Charles F. Titterton     For       For          Management
1.4   Elect Director Steven R. Walker         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

ONEBEACON INSURANCE GROUP, LTD.

Ticker:       OB             Security ID:  G67742109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raymond Barrette         For       Withhold     Management
1.2   Elect Director Reid T. Campbell         For       Withhold     Management
1.3   Elect Director Morgan W. Davis          For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James C. Day             For       For          Management
2     Elect Director Julie H. Edwards         For       For          Management
3     Elect Director William L. Ford          For       For          Management
4     Elect Director John W. Gibson           For       For          Management
5     Elect Director Bert H. Mackie           For       For          Management
6     Elect Director Steven J. Malcolm        For       For          Management
7     Elect Director Jim W. Mogg              For       For          Management
8     Elect Director Pattye L. Moore          For       For          Management
9     Elect Director Gary D. Parker           For       For          Management
10    Elect Director Eduardo A. Rodriguez     For       For          Management
11    Elect Director Gerald B. Smith          For       For          Management
12    Elect Director David J. Tippeconnic     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Restricted Stock Plan             For       Against      Management
15    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
16    Increase Authorized Common Stock        For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

PEOPLE'S UNITED FINANCIAL, INC.

Ticker:       PBCT           Security ID:  712704105
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George P. Carter         For       For          Management
1.2   Elect Director Jerry Franklin           For       For          Management
1.3   Elect Director Kirk W. Walters          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Declassify the Board of Directors       None      For          Shareholder


--------------------------------------------------------------------------------

PETSMART, INC.

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angel Cabrera            For       For          Management
2     Elect Director Rita V. Foley            For       For          Management
3     Elect Director Philip L. Francis        For       For          Management
4     Elect Director Rakesh Gangwal           For       For          Management
5     Elect Director Joseph S. Hardin, Jr.    For       For          Management
6     Elect Director Gregory P. Josefowicz    For       For          Management
7     Elect Director Amin I. Khalifa          For       For          Management
8     Elect Director Richard K. Lochridge     For       For          Management
9     Elect Director Robert F. Moran          For       For          Management
10    Elect Director Barbara A. Munder        For       For          Management
11    Elect Director Thomas G. Stemberg       For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

PVH CORP.

Ticker:       PVH            Security ID:  693656100
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Baglivo             For       For          Management
2     Elect Director Emanuel Chirico          For       For          Management
3     Elect Director Juan R. Figuereo         For       For          Management
4     Elect Director Joseph B. Fuller         For       For          Management
5     Elect Director Fred Gehring             For       For          Management
6     Elect Director Margaret L. Jenkins      For       For          Management
7     Elect Director David A. Landau          For       For          Management
8     Elect Director Bruce Maggin             For       For          Management
9     Elect Director V. James Marino          For       For          Management
10    Elect Director Henry Nasella            For       For          Management
11    Elect Director Rita M. Rodriguez        For       For          Management
12    Elect Director Craig Rydin              For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

RALCORP HOLDINGS, INC.

Ticker:       RAH            Security ID:  751028101
Meeting Date: FEB 15, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David R. Banks           For       Withhold     Management
1.2   Elect Director Jonathan E. Baum         For       Withhold     Management
1.3   Elect Director David P. Skarie          For       Withhold     Management
2.1   Elect Director Barry H. Beracha         For       For          Management
2.2   Elect Director Patrick J. Moore         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


--------------------------------------------------------------------------------

REGAL BELOIT CORPORATION

Ticker:       RBC            Security ID:  758750103
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen M. Burt          For       For          Management
2     Elect Director Henry W. Knueppel        For       For          Management
3     Elect Director Dean A. Foate            For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

REGENCY CENTERS CORPORATION

Ticker:       REG            Security ID:  758849103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin E. Stein, Jr.     For       For          Management
1.2   Elect Director Raymond L. Bank          For       For          Management
1.3   Elect Director C. Ronald Blankenship    For       For          Management
1.4   Elect Director A.R. Carpenter           For       For          Management
1.5   Elect Director J. Dix Druce, Jr.        For       For          Management
1.6   Elect Director Mary Lou Fiala           For       For          Management
1.7   Elect Director Bruce M. Johnson         For       For          Management
1.8   Elect Director Douglas S. Luke          For       For          Management
1.9   Elect Director David P. O'Connor        For       For          Management
1.10  Elect Director John C. Schweitzer       For       For          Management
1.11  Elect Director Brian M. Smith           For       For          Management
1.12  Elect Director Thomas G. Wattles        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

REPUBLIC SERVICES, INC.

Ticker:       RSG            Security ID:  760759100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James W. Crownover       For       For          Management
2     Elect Director William J. Flynn         For       For          Management
3     Elect Director Michael Larson           For       Against      Management
4     Elect Director Nolan Lehmann            For       For          Management
5     Elect Director W. Lee Nutter            For       For          Management
6     Elect Director Ramon A. Rodriguez       For       For          Management
7     Elect Director Donald W. Slager         For       For          Management
8     Elect Director Allan C. Sorensen        For       For          Management
9     Elect Director John M. Trani            For       For          Management
10    Elect Director Michael W. Wickham       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
14    Report on Political Contributions       Against   Against      Shareholder


--------------------------------------------------------------------------------

ROCK-TENN COMPANY

Ticker:       RKT            Security ID:  772739207
Meeting Date: JAN 27, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph F. Hake            For       For          Management
1.2   Elect Director Terrell K. Crews         For       For          Management
1.3   Elect Director Timothy J. Bernlohr      For       For          Management
1.4   Elect Director James A. Rubright        For       For          Management
1.5   Elect Director Bettina M. Whyte         For       For          Management
1.6   Elect Director James E. Young           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Boeckmann        For       For          Management
2     Elect Director James G. Brocksmith, Jr. For       For          Management
3     Elect Director Donald E. Felsinger      For       For          Management
4     Elect Director Wilford D. Godbold, Jr.  For       For          Management
5     Elect Director William D. Jones         For       For          Management
6     Elect Director William G. Ouchi         For       For          Management
7     Elect Director Debra L. Reed            For       For          Management
8     Elect Director Carlos Ruiz              For       For          Management
9     Elect Director William C. Rusnack       For       For          Management
10    Elect Director William P. Rutledge      For       For          Management
11    Elect Director Lynn Schenk              For       For          Management
12    Elect Director Luis M. Tellez           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Require Independent Board Chairman      Against   For          Shareholder
16    Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation


--------------------------------------------------------------------------------

SIGMA-ALDRICH CORPORATION

Ticker:       SIAL           Security ID:  826552101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rebecca M. Bergman       For       For          Management
2     Elect Director George M. Church, Ph.D.  For       For          Management
3     Elect Director W. Lee McCollum          For       For          Management
4     Elect Director Avi M. Nash              For       For          Management
5     Elect Director Steven M. Paul, M.D.     For       For          Management
6     Elect Director J. Pedro Reinhard        For       For          Management
7     Elect Director Rakesh Sachdev           For       For          Management
8     Elect Director D. Dean Spatz            For       For          Management
9     Elect Director Barrett A. Toan          For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SILGAN HOLDINGS INC.

Ticker:       SLGN           Security ID:  827048109
Meeting Date: MAY 29, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Allott        For       Withhold     Management
1.2   Elect Director Jeffrey C. Crowe         For       For          Management
1.3   Elect Director Edward A. Lapekas        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SNAP-ON INCORPORATED

Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Karen L. Daniel          For       For          Management
2     Elect Director Nathan J. Jones          For       For          Management
3     Elect Director Henry W. Knueppel        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Beall, II      For       For          Management
2     Elect Director Alston D. Correll        For       For          Management
3     Elect Director Jeffrey C. Crowe         For       For          Management
4     Elect Director Blake P. Garrett, Jr.    For       For          Management
5     Elect Director David H. Hughes          For       For          Management
6     Elect Director M. Douglas Ivester       For       For          Management
7     Elect Director Kyle Prechtl Legg        For       For          Management
8     Elect Director William A. Linnenbringer For       For          Management
9     Elect Director  G. Gilmer Minor, III    For       For          Management
10    Elect Director Donna Morea              For       For          Management
11    Elect Director David M. Ratcliffe       For       For          Management
12    Elect Director William H. Rogers, Jr.   For       For          Management
13    Elect Director Thomas R. Watjen         For       For          Management
14    Elect Director Phail Wynn, Jr.          For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: APR 03, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aart J. De Geus          For       For          Management
1.2   Elect Director Alfred Castino           For       For          Management
1.3   Elect Director Chi-Foon Chan            For       For          Management
1.4   Elect Director Bruce R. Chizen          For       For          Management
1.5   Elect Director Deborah A. Coleman       For       For          Management
1.6   Elect Director Chrysostomos L. "Max"    For       For          Management
      Nikias
1.7   Elect Director John Schwarz             For       For          Management
1.8   Elect Director Roy Vallee               For       For          Management
1.9   Elect Director Steven C. Walske         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward C. Bernard        For       For          Management
2     Elect Director James T. Brady           For       For          Management
3     Elect Director J. Alfred Broaddus, Jr.  For       For          Management
4     Elect Director Donald B. Hebb, Jr.      For       For          Management
5     Elect Director James A.C. Kennedy       For       For          Management
6     Elect Director Robert F. MacLellan      For       For          Management
7     Elect Director Brian C. Rogers          For       For          Management
8     Elect Director Alfred Sommer            For       For          Management
9     Elect Director Dwight S. Taylor         For       For          Management
10    Elect Director Anne Marie Whittemore    For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management
13    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 07, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Pierre Brondeau as Director     For       For          Management
2     Reelect Juergen Gromer as Director      For       For          Management
3     Reelect William A. Jeffrey as Director  For       For          Management
4     Reelect Thomas Lynch as Director        For       For          Management
5     Reelect Yong Nam as Director            For       For          Management
6     Reelect Daniel Phelan as Director       For       For          Management
7     Reelect Frederic Poses as Director      For       For          Management
8     Reelect Lawrence Smith as Director      For       For          Management
9     Reelect Paula Sneed as Director         For       For          Management
10    Reelect David Steiner as Director       For       For          Management
11    Reelect John Van Scoter as Director     For       For          Management
12    Accept Annual Report for Fiscal         For       For          Management
      2010/2011
13    Accept Statutory Financial Statements   For       For          Management
      for Fiscal 2011/2012
14    Accept Consolidated Financial           For       For          Management
      Statements for Fiscal 2011/2012
15    Approve Discharge of Board and Senior   For       For          Management
      Management
16    Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal 2011/2012
17    Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors for Fiscal 2011/2012
18    Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditor for Fiscal 2011/2012
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
20    Amend Omnibus Stock Plan                For       For          Management
21    Approve  Reduction in Share Capital     For       For          Management
22    Authorize Share Repurchase Program      For       For          Management
23    Approve Ordinary Cash Dividend          For       For          Management
24    Approve Reallocation of Free Reserves   For       For          Management
      to Legal Reserves
25    Adjourn Meeting                         For       For          Management


--------------------------------------------------------------------------------

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433860
Meeting Date: NOV 15, 2011   Meeting Type: Special
Record Date:  AUG 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Charter to Reclassify Special     For       For          Management
      Common Shares
2     Approve Reclassification of Special     For       For          Management
      Common Shares
3     Amend Charter to Adjust Voting Power    For       For          Management
      of Series A Common Shares and Common
      Shares
4     Approve Adjustment of Voting Power of   For       For          Management
      Series A Common Shares and Common
      Shares
5     Amend Charter to Eliminate Certain      For       For          Management
      Provisions Relating to Preferred
      Shares and Tracking Stock
6     Approve Omnibus Stock Plan              For       For          Management
7     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
8     Adjourn Meeting                         For       For          Management


--------------------------------------------------------------------------------

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433860
Meeting Date: JAN 13, 2012   Meeting Type: Special
Record Date:  DEC 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Charter to Reclassify Special     For       For          Management
      Common Shares
2     Approve Reclassification of Special     For       For          Management
      Common Shares
3     Amend Charter to Adjust Voting Power    For       For          Management
      of Series A Common Shares and Common
      Shares
4     Approve Adjustment of Voting Power of   For       For          Management
      Series A Common Shares and Common
      Shares
5     Amend Charter to Eliminate Certain      For       For          Management
      Provisions Relating to Preferred
      Shares and Tracking Stock
6     Approve Omnibus Stock Plan              For       For          Management
7     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
8     Adjourn Meeting                         For       For          Management


--------------------------------------------------------------------------------

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433829
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C.A. Davis               For       For          Management
1.2   Elect Director C.D. O'Leary             For       For          Management
1.3   Elect Director M.H. Saranow             For       For          Management
1.4   Elect Director G.L. Sugarman            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share


--------------------------------------------------------------------------------

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nancy H. Bechtle         For       For          Management
2     Elect Director Walter W. Bettinger, II  For       For          Management
3     Elect Director C. Preston Butcher       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       For       For          Management
7     Report on Political Contributions       Against   Against      Shareholder
8     Adopt Proxy Access Right                Against   Against      Shareholder


--------------------------------------------------------------------------------

THE CHUBB CORPORATION

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zoe Baird Budinger       For       For          Management
2     Elect Director Sheila P. Burke          For       For          Management
3     Elect Director James I. Cash, Jr.       For       For          Management
4     Elect Director John D. Finnegan         For       For          Management
5     Elect Director Lawrence W. Kellner      For       For          Management
6     Elect Director Martin G. McGuinn        For       For          Management
7     Elect Director Lawrence M. Small        For       For          Management
8     Elect Director Jess Soderberg           For       For          Management
9     Elect Director Daniel E. Somers         For       For          Management
10    Elect Director James M. Zimmerman       For       For          Management
11    Elect Director Alfred W. Zollar         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


--------------------------------------------------------------------------------

THE GAP, INC.

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Adrian D. P. Bellamy     For       For          Management
2     Elect Director Domenico De Sole         For       For          Management
3     Elect Director Robert J. Fisher         For       For          Management
4     Elect Director William S. Fisher        For       For          Management
5     Elect Director Isabella D. Goren        For       For          Management
6     Elect Director Bob L. Martin            For       For          Management
7     Elect Director Jorge P. Montoya         For       For          Management
8     Elect Director Glenn K. Murphy          For       For          Management
9     Elect Director Mayo A. Shattuck, III    For       For          Management
10    Elect Director Katherine Tsang          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     End Sri Lanka Trade Partnerships Until  Against   Against      Shareholder
      Human Rights Improve


--------------------------------------------------------------------------------

THE HERSHEY COMPANY

Ticker:       HSY            Security ID:  427866108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director P.M. Arway               For       For          Management
1.2   Elect Director J.P. Bilbrey             For       For          Management
1.3   Elect Director R.F. Cavanaugh           For       For          Management
1.4   Elect Director C.A. Davis               For       For          Management
1.5   Elect Director R.M. Malcolm             For       For          Management
1.6   Elect Director J.M. Mead                For       For          Management
1.7   Elect Director J.E. Nevels              For       For          Management
1.8   Elect Director A.J. Palmer              For       For          Management
1.9   Elect Director T.J. Ridge               For       For          Management
1.10  Elect Director D.L. Shedlarz            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE J. M. SMUCKER COMPANY

Ticker:       SJM            Security ID:  832696405
Meeting Date: AUG 17, 2011   Meeting Type: Annual
Record Date:  JUN 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Vincent C. Byrd          For       For          Management
2     Elect Director R. Douglas Cowan         For       For          Management
3     Elect Director Elizabeth Valk Long      For       For          Management
4     Elect Director Mark T. Smucker          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Prepare Sustainability Report           Against   Against      Shareholder


--------------------------------------------------------------------------------

THE SHERWIN-WILLIAMS COMPANY

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur F. Anton          For       For          Management
1.2   Elect Director Christopher M. Connor    For       For          Management
1.3   Elect Director David F. Hodnik          For       For          Management
1.4   Elect Director Thomas G. Kadien         For       For          Management
1.5   Elect Director Richard J. Kramer        For       For          Management
1.6   Elect Director Susan J. Kropf           For       For          Management
1.7   Elect Director A. Malachi Mixon, III    For       For          Management
1.8   Elect Director Richard K. Smucker       For       For          Management
1.9   Elect Director John M. Stropki, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


--------------------------------------------------------------------------------

THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zein Abdalla             For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Alan M. Bennett          For       For          Management
4     Elect Director Bernard Cammarata        For       For          Management
5     Elect Director David T. Ching           For       For          Management
6     Elect Director Michael F. Hines         For       For          Management
7     Elect Director Amy B. Lane              For       For          Management
8     Elect Director Carol Meyrowitz          For       For          Management
9     Elect Director John F. O'Brien          For       For          Management
10    Elect Director Willow B. Shire          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Executive Incentive Bonus Plan    For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE WASHINGTON POST COMPANY

Ticker:       WPO            Security ID:  939640108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher C. Davis     For       For          Management
1.2   Elect Director Anne M. Mulcahy          For       For          Management
1.3   Elect Director Larry D. Thompson        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan S. Armstrong        For       For          Management
2     Elect Director Joseph R. Cleveland      For       For          Management
3     Elect Director Irl F. Engelhardt        For       For          Management
4     Elect Director John A. Hagg             For       For          Management
5     Elect Director Juanita H. Hinshaw       For       For          Management
6     Elect Director Frank T. Macinnis        For       For          Management
7     Elect Director Steven W. Nance          For       For          Management
8     Elect Director Murray D. Smith          For       For          Management
9     Elect Director Janice D. Stoney         For       For          Management
10    Elect Director Laura A. Sugg            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael J. Kowalski      For       For          Management
2     Elect Director Rose Marie Bravo         For       For          Management
3     Elect Director Gary E. Costley          For       For          Management
4     Elect Director Lawrence K. Fish         For       For          Management
5     Elect Director Abby F. Kohnstamm        For       For          Management
6     Elect Director Charles K. Marquis       For       For          Management
7     Elect Director Peter W. May             For       For          Management
8     Elect Director William A. Shutzer       For       For          Management
9     Elect Director Robert S. Singer         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

TORCHMARK CORPORATION

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David L. Boren           For       For          Management
2     Elect Director M. Jane Buchan           For       For          Management
3     Elect Director Robert W. Ingram         For       For          Management
4     Elect Director Mark S. McAndrew         For       For          Management
5     Elect Director Sam R. Perry             For       For          Management
6     Elect Director Lamar C. Smith           For       For          Management
7     Elect Director Paul J. Zucconi          For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

TRANSATLANTIC HOLDINGS, INC.

Ticker:       TRH            Security ID:  893521104
Meeting Date: FEB 06, 2012   Meeting Type: Special
Record Date:  JAN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


--------------------------------------------------------------------------------

TRIPADVISOR, INC.

Ticker:       TRIP           Security ID:  896945201
Meeting Date: JUN 26, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry Diller             For       Withhold     Management
1.2   Elect Director Stephen Kaufer           For       Withhold     Management
1.3   Elect Director William R. Fitzgerald    For       Withhold     Management
1.4   Elect Director Victor A. Kaufman        For       Withhold     Management
1.5   Elect Director Dara Khosrowshahi        For       Withhold     Management
1.6   Elect Director Jonathan F. Miller       For       For          Management
1.7   Elect Director Jeremy Philips           For       For          Management
1.8   Elect Director Sukhinder Singh Cassidy  For       For          Management
1.9   Elect Director Robert S. Wiesenthal     For       For          Management
1.10  Elect Director Michael P. Zeisser       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


--------------------------------------------------------------------------------

VORNADO REALTY TRUST

Ticker:       VNO            Security ID:  929042109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven Roth              For       Withhold     Management
1.2   Elect Director Michael D. Fascitelli    For       Withhold     Management
1.3   Elect Director Russell B. Wight, Jr.    For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

W. R. BERKLEY CORPORATION

Ticker:       WRB            Security ID:  084423102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William R. Berkley       For       For          Management
2     Elect Director Christopher L. Augostini For       For          Management
3     Elect Director George G. Daly           For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WESTAR ENERGY, INC.

Ticker:       WR             Security ID:  95709T100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles Q. Chandler, IV  For       For          Management
1.2   Elect Director R.A. Edwards, III        For       For          Management
1.3   Elect Director Sandra A.J. Lawrence     For       For          Management
1.4   Elect Director Michael F. Morrissey     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Laura J. Alber           For       For          Management
2     Elect Director Adrian D.P. Bellamy      For       For          Management
3     Elect Director Rose Marie Bravo         For       For          Management
4     Elect Director Mary Ann Casati          For       For          Management
5     Elect Director Patrick J. Connolly      For       For          Management
6     Elect Director Adrian T. Dillon         For       For          Management
7     Elect Director Anthony A. Greener       For       For          Management
8     Elect Director Ted W. Hall              For       For          Management
9     Elect Director Michael R. Lynch         For       For          Management
10    Elect Director Lorraine Twohill         For       For          Management
11    Amend Executive Incentive Bonus Plan    For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

WISCONSIN ENERGY CORPORATION

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       For          Management
1.2   Elect Director Barbara L. Bowles        For       For          Management
1.3   Elect Director Patricia W. Chadwick     For       For          Management
1.4   Elect Director Robert A. Cornog         For       For          Management
1.5   Elect Director Curt S. Culver           For       For          Management
1.6   Elect Director Thomas J. Fischer        For       For          Management
1.7   Elect Director Gale E. Klappa           For       For          Management
1.8   Elect Director Ulice Payne, Jr.         For       For          Management
1.9   Elect Director Mary Ellen Stanek        For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gail Koziara Boudreaux   For       For          Management
2     Elect Director Fredric W. Corrigan      For       For          Management
3     Elect Director Richard K. Davis         For       For          Management
4     Elect Director Benjamin G.S. Fowke, III For       For          Management
5     Elect Director Albert F. Moreno         For       For          Management
6     Elect Director Christopher J.           For       For          Management
      Policinski
7     Elect Director A. Patricia Sampson      For       For          Management
8     Elect Director James J. Sheppard        For       For          Management
9     Elect Director David A. Westerlund      For       For          Management
10    Elect Director Kim Williams             For       For          Management
11    Elect Director Timothy V. Wolf          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Eliminate Cumulative Voting             For       Against      Management
14    Eliminate Class of Preferred Stock      For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

XL GROUP PLC

Ticker:       XL             Security ID:  G98290102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ramani Ayer as Director           For       For          Management
2     Elect Dale R. Comey as Director         For       For          Management
3     Elect Robert R. Glauber as Director     For       For          Management
4     Elect Suzanne B. Labarge as Director    For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

YUM! BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David W. Dorman          For       For          Management
2     Elect Director Massimo Ferragamo        For       For          Management
3     Elect Director Mirian M. Graddick-Weir  For       For          Management
4     Elect Director J. David Grissom         For       For          Management
5     Elect Director Bonnie G. Hill           For       For          Management
6     Elect Director Jonathan S. Linen        For       For          Management
7     Elect Director Thomas C. Nelson         For       For          Management
8     Elect Director David C. Novak           For       For          Management
9     Elect Director Thomas M. Ryan           For       For          Management
10    Elect Director Jing-Shyh S. Su          For       For          Management
11    Elect Director Robert D. Walter         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Require Independent Board Chairman      Against   Against      Shareholder
15    Adopt and Implement Sustainable Palm    Against   For          Shareholder
      Oil Policy


--------------------------------------------------------------------------------

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jerry C. Atkin           For       For          Management
2     Elect Director R.D. Cash                For       For          Management
3     Elect Director Patricia Frobes          For       For          Management
4     Elect Director J. David Heaney          For       For          Management
5     Elect Director Roger B. Porter          For       For          Management
6     Elect Director Stephen D. Quinn         For       For          Management
7     Elect Director Harris H. Simmons        For       For          Management
8     Elect Director L.E. Simmons             For       For          Management
9     Elect Director Shelley Thomas Williams  For       For          Management
10    Elect Director Steven C. Wheelwright    For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Claw-back of Payments under             Against   Against      Shareholder
      Restatements

========== END NPX REPORT



                                  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)  J.P. Morgan Fleming Mutual Fund Group, Inc.


By (Signature and Title)  \s\ Patricia A. Maleski
                          -----------------------------------------
                          Patricia A. Maleski,
                          President and Principal Executive Officer

Date August 28, 2012

   Pursuant to the requirements of the Investment Company Act of 1940, this
report has been signed below by the principal executive officer on behalf of
the registrant and on the date indicated.


By (Signature and Title)  \s\ Patricia A. Maleski
                          -----------------------------------------
                          Patricia A. Maleski,
                          President and Principal Executive Officer

Date August 28, 2012

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