UNITED STATES                             OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION               OMB Number:    3235-0582
                              WASHINGTON, DC 20549                      Expires:  March 31, 2006
                                                                        Estimated average burden
                                    FORM N-PX                           hours per response..14.4



          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number  811-07797
                                  ---------------------------------------------

                              SunAmerica Series Inc
-------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ         07311
-------------------------------------------------------------------------------
   (Address of principal executive offices)                      (Zip code)

                                   John Genoy
                                   President
                     AIG SunAmerica Asset Management Corp.
                          Harborside Financial Center
                                  3200 Plaza 5
                           Jersey City, NJ 07311-4992
-------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code:   201-324-6414
                                                    ---------------------------
Date of fiscal year end:  10/31
                        -----------------------
Date of reporting period:  7/1/2013-06/30/2014
                         ----------------------

         Form N-PX is to be used by a registered management investment company,
other than a small business investment company registered on Form N-5 (Sections
239.24 and 274.5 of this chapter), to file reports with the Commission, not
later than August 31 of each year, containing the registrant's proxy voting
record for the most recent twelve-month period ended June 30, pursuant to
section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder
(17 CFR 270.30b1-4). The Commission may use the information provided on Form
N-PX in its regulatory, disclosure review, inspection, and policy making roles.

         A registrant is required to disclose the information specified by Form
 N-PX, and the Commission will make this information public. A registrant is not
 required to respond to the collection of information contained in Form N-PX
 unless the Form displays a currently valid Office of Management and Budget
 ("OMB") control number. Please direct comments concerning the accuracy of the
 information collection burden estimate and any suggestions for reducing the
 burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
 NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
 information under the clearance requirements of 44 U.S.C. Section 3507.





ICA File Number: 811-07797
Reporting Period: 07/01/2013 - 06/30/2014
SunAmerica Series, Inc.









===================== Focused Balanced Strategy Portfolio ======================

The Focused Fixed Income Strategy Portfolio has merged into the Focused
Balanced Strategy Portfolio    The Focused Fixed Income and Equity Strategy
Portfolio has merged into the Focused Balanced Strategy Portfolio

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Focused Dividend Strategy Portfolio ======================


ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: JAN 30, 2014   Meeting Type: Annual
Record Date:  DEC 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2a    Elect Director Jaime Ardila             For       For          Management
2b    Elect Director Charles H. Giancarlo     For       For          Management
2c    Elect Director William L. Kimsey        For       For          Management
2d    Elect Director Blythe J. McGarvie       For       For          Management
2e    Elect Director Mark Moody-Stuart        For       For          Management
2f    Elect Director Pierre Nanterme          For       For          Management
2g    Elect Director Gilles C. Pelisson       For       For          Management
2h    Elect Director Wulf von Schimmelmann    For       For          Management
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights
6     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
7     Approve Reduction in Share Capital and  For       For          Management
      Creation of Distributable Reserves
8     Authorize the Holding of the 2015 AGM   For       For          Management
      at a Location Outside Ireland
9     Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
10    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald L. Baliles        For       For          Management
1.2   Elect Director Martin J. Barrington     For       For          Management
1.3   Elect Director John T. Casteen, III     For       For          Management
1.4   Elect Director Dinyar S. Devitre        For       For          Management
1.5   Elect Director Thomas F. Farrell, II    For       For          Management
1.6   Elect Director Thomas W. Jones          For       For          Management
1.7   Elect Director Debra J. Kelly-Ennis     For       For          Management
1.8   Elect Director W. Leo Kiely, III        For       For          Management
1.9   Elect Director Kathryn B. McQuade       For       For          Management
1.10  Elect Director George Munoz             For       For          Management
1.11  Elect Director Nabil Y. Sakkab          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Inform Poor and Less Educated on        Against   Abstain      Shareholder
      Health Consequences of Tobacco
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  FEB 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Reuben V. Anderson       For       For          Management
1.3   Elect Director Jaime Chico Pardo        For       For          Management
1.4   Elect Director Scott T. Ford            For       For          Management
1.5   Elect Director James P. Kelly           For       For          Management
1.6   Elect Director Jon C. Madonna           For       For          Management
1.7   Elect Director Michael B. McCallister   For       For          Management
1.8   Elect Director John B. McCoy            For       For          Management
1.9   Elect Director Beth E. Mooney           For       For          Management
1.10  Elect Director Joyce M. Roche           For       For          Management
1.11  Elect Director Matthew K. Rose          For       For          Management
1.12  Elect Director Cynthia B. Taylor        For       For          Management
1.13  Elect Director Laura D'Andrea Tyson     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Severance                       For       For          Management
      Agreements/Change-in-Control Agreements
5     Report on Indirect Political            Against   Abstain      Shareholder
      Contributions
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Lower Ownership Threshold for Action    Against   For          Shareholder
      by Written Consent


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

CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: JUL 31, 2013   Meeting Type: Annual
Record Date:  JUN 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Jens Alder               For       For          Management
1B    Elect Director Raymond J. Bromark       For       For          Management
1C    Elect Director Gary J. Fernandes        For       For          Management
1D    Elect Director Michael P. Gregoire      For       For          Management
1E    Elect Director Rohit Kapoor             For       For          Management
1F    Elect Director Kay Koplovitz            For       For          Management
1G    Elect Director Christopher B. Lofgren   For       For          Management
1H    Elect Director Richard Sulpizio         For       For          Management
1I    Elect Director Laura S. Unger           For       For          Management
1J    Elect Director Arthur F. Weinbach       For       For          Management
1K    Elect Director Renato (Ron) Zambonini   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Shareholder Rights Plan (Poison   For       For          Management
      Pill)


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1f    Elect Director George L. Kirkland       For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director Kevin W. Sharer          For       For          Management
1i    Elect Director John G. Stumpf           For       For          Management
1j    Elect Director Ronald D. Sugar          For       For          Management
1k    Elect Director Carl Ware                For       For          Management
1l    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Charitable Contributions      Against   Abstain      Shareholder
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
6     Report on Management of Hydraulic       Against   Abstain      Shareholder
      Fracturing Risks and Opportunities
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
9     Require Director Nominee with           Against   Abstain      Shareholder
      Environmental Experience
10    Adopt Guidelines for Country Selection  Against   Abstain      Shareholder


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: SEP 12, 2013   Meeting Type: Special
Record Date:  AUG 13, 2013

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


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: OCT 17, 2013   Meeting Type: Annual
Record Date:  SEP 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Carty          For       For          Management
1.2   Elect Director Janet F. Clark           For       For          Management
1.3   Elect Director Laura Conigliaro         For       For          Management
1.4   Elect Director Michael S. Dell          For       For          Management
1.5   Elect Director Kenneth M. Duberstein    For       For          Management
1.6   Elect Director Gerard J. Kleisterlee    For       For          Management
1.7   Elect Director Klaus S. Luft            For       For          Management
1.8   Elect Director Alex J. Mandl            For       For          Management
1.9   Elect Director Shantanu Narayen         For       For          Management
1.10  Elect Director H. Ross Perot, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Eskew         For       For          Management
1b    Elect Director Karen N. Horn            For       For          Management
1c    Elect Director William G. Kaelin, Jr.   For       For          Management
1d    Elect Director John C. Lechleiter       For       For          Management
1e    Elect Director Marschall S. Runge       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

H&R BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 12, 2013   Meeting Type: Annual
Record Date:  JUL 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul J. Brown            For       For          Management
1b    Elect Director William C. Cobb          For       For          Management
1c    Elect Director Marvin R. Ellison        For       For          Management
1d    Elect Director Robert A. Gerard         For       For          Management
1e    Elect Director David Baker Lewis        For       For          Management
1f    Elect Director Victoria J. Reich        For       For          Management
1g    Elect Director Bruce C. Rohde           For       For          Management
1h    Elect Director Tom D. Seip              For       For          Management
1i    Elect Director Christianna Wood         For       For          Management
1j    Elect Director James F. Wright          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Articles                          For       For          Management
5     Amend Articles                          For       For          Management
6     Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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

HOLLYFRONTIER CORPORATION

Ticker:       HFC            Security ID:  436106108
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas Y. Bech          For       For          Management
1b    Elect Director Leldon E. Echols         For       For          Management
1c    Elect Director R. Kevin Hardage         For       For          Management
1d    Elect Director Michael C. Jennings      For       For          Management
1e    Elect Director Robert J. Kostelnik      For       For          Management
1f    Elect Director James H. Lee             For       For          Management
1g    Elect Director Franklin Myers           For       For          Management
1h    Elect Director Michael E. Rose          For       For          Management
1i    Elect Director Tommy A. Valenta         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Adopt Quantitative GHG Goals for        Against   Abstain      Shareholder
      Products and Operations


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Andy D. Bryant           For       For          Management
1c    Elect Director Susan L. Decker          For       For          Management
1d    Elect Director John J. Donahoe          For       For          Management
1e    Elect Director Reed E. Hundt            For       For          Management
1f    Elect Director Brian M. Krzanich        For       For          Management
1g    Elect Director James D. Plummer         For       For          Management
1h    Elect Director David S. Pottruck        For       For          Management
1i    Elect Director Frank D. Yeary           For       For          Management
1j    Elect Director David B. Yoffie          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KRAFT FOODS GROUP, INC.

Ticker:       KRFT           Security ID:  50076Q106
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director L. Kevin Cox             For       For          Management
1b    Elect Director Myra M. Hart             For       For          Management
1c    Elect Director Peter B. Henry           For       For          Management
1d    Elect Director Terry J. Lundgren        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Prohibit Political Contributions        Against   Abstain      Shareholder
5     Adopt Policy to Ensure Consistency      Against   Abstain      Shareholder
      between Company Values and Political
      Contributions
6     Assess Environmental Impact of          Against   Abstain      Shareholder
      Non-Recyclable Packaging
7     Report on Supply Chain and              Against   Abstain      Shareholder
      Deforestation
8     Adopt Policy to Require Suppliers to    Against   Abstain      Shareholder
      Eliminate Cattle Dehorning
9     Support for Animal Welfare              For       Abstain      Shareholder
      Improvements in the Company's Pork
      Supply Chain


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel F. Akerson        For       For          Management
1.2   Elect Director Nolan D. Archibald       For       For          Management
1.3   Elect Director Rosalind G. Brewer       For       For          Management
1.4   Elect Director David B. Burritt         For       For          Management
1.5   Elect Director James O. Ellis, Jr.      For       For          Management
1.6   Elect Director Thomas J. Falk           For       For          Management
1.7   Elect Director Marillyn A. Hewson       For       For          Management
1.8   Elect Director Gwendolyn S. King        For       For          Management
1.9   Elect Director James M. Loy             For       For          Management
1.10  Elect Director Douglas H. McCorkindale  For       For          Management
1.11  Elect Director Joseph W. Ralston        For       For          Management
1.12  Elect Director Anne Stevens             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Stock Retention/Holding Period          Against   For          Shareholder
7     Claw-back of Payments under             Against   Against      Shareholder
      Restatements


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dianne Neal Blixt        For       For          Management
1.2   Elect Director Andrew H. Card, Jr.      For       For          Management
1.3   Elect Director Virgis W. Colbert        For       For          Management
1.4   Elect Director David E.R. Dangoor       For       For          Management
1.5   Elect Director Murray S. Kessler        For       For          Management
1.6   Elect Director Jerry W. Levin           For       For          Management
1.7   Elect Director Richard W. Roedel        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
6     Inform Poor and Less Educated on        Against   Abstain      Shareholder
      Health Consequences of Tobacco


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael J. Dolan         For       For          Management
1b    Elect Director Trevor A. Edwards        For       For          Management
1c    Elect Director Frances D. Fergusson     For       For          Management
1d    Elect Director Dominic Ng               For       For          Management
1e    Elect Director Vasant M. Prabhu         For       For          Management
1f    Elect Director Andrea L. Rich           For       For          Management
1g    Elect Director Dean A. Scarborough      For       For          Management
1h    Elect Director Christopher A. Sinclair  For       For          Management
1i    Elect Director Bryan G. Stockton        For       For          Management
1j    Elect Director Dirk Van de Put          For       For          Management
1k    Elect Director Kathy White Loyd         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require Independent Board Chairman      Against   Against      Shareholder


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    ElectionElect Director Richard H. Lenny For       For          Management
1c    Elect Director Walter E. Massey         For       For          Management
1d    Elect Director Cary D. McMillan         For       For          Management
1e    Elect Director Sheila A. Penrose        For       For          Management
1f    Elect Director John W. Rogers, Jr.      For       For          Management
1g    Elect Director Roger W. Stone           For       For          Management
1h    Elect Director Miles D. White           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     Provide Right to Act by Written Consent Against   For          Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 27, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison, Jr. For       For          Management
1f    Elect Director C. Robert Kidder         For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         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 Act by Written Consent Against   For          Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director W. Don Cornwell          For       For          Management
1.3   Elect Director Frances D. Fergusson     For       For          Management
1.4   Elect Director Helen H. Hobbs           For       For          Management
1.5   Elect Director Constance J. Horner      For       For          Management
1.6   Elect Director James M. Kilts           For       For          Management
1.7   Elect Director George A. Lorch          For       For          Management
1.8   Elect Director Shantanu Narayen         For       For          Management
1.9   Elect Director Suzanne Nora Johnson     For       For          Management
1.10  Elect Director Ian C. Read              For       For          Management
1.11  Elect Director Stephen W. Sanger        For       For          Management
1.12  Elect Director Marc Tessier-Lavigne     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
5     Require Shareholder Vote to Approve     Against   Abstain      Shareholder
      Political Contributions Policy
6     Review and Assess Membership of         Against   Abstain      Shareholder
      Lobbying Organizations
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Andre Calantzopoulos     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director Jennifer Li              For       For          Management
1.5   Elect Director Sergio Marchionne        For       Against      Management
1.6   Elect Director Kalpana Morparia         For       For          Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Robert B. Polet          For       For          Management
1.9   Elect Director Carlos Slim Helu         For       For          Management
1.10  Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
5     Adopt Policy to Restrict Non-Required   Against   Abstain      Shareholder
      Animal Testing


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James E. Cartwright      For       For          Management
1b    Elect Director Vernon E. Clark          For       For          Management
1c    Elect Director Stephen J. Hadley        For       For          Management
1d    Elect Director Thomas A. Kennedy        For       For          Management
1e    Elect Director George R. Oliver         For       For          Management
1f    Elect Director Michael C. Ruettgers     For       For          Management
1g    Elect Director Ronald L. Skates         For       For          Management
1h    Elect Director William R. Spivey        For       For          Management
1i    Elect Director Linda G. Stuntz          For       Against      Management
1j    Elect Director William H. Swanson       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 Act by Written Consent For       For          Management
5     Report on Political Contributions       Against   Abstain      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan M. Cameron         For       For          Management
1b    Elect Director Luc Jobin                For       For          Management
1c    Elect Director Nana Mensah              For       For          Management
1d    Elect Director Ronald S. Rolfe          For       For          Management
1e    Elect Director John J. Zillmer          For       For          Management
1f    Elect Director Nicholas Scheele         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
6     Adopt Policy to Restrict Non-Required   Against   Abstain      Shareholder
      Animal Testing


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Basil L. Anderson        For       For          Management
1b    Elect Director Drew G. Faust            For       For          Management
1c    Elect Director Justin King              For       For          Management
1d    Elect Director Carol Meyrowitz          For       For          Management
1e    Elect Director Rowland T. Moriarty      For       For          Management
1f    Elect Director Robert C. Nakasone       For       For          Management
1g    Elect Director Ronald L. Sargent        For       For          Management
1h    Elect Director Robert E. Sulentic       For       For          Management
1i    Elect Director Raul Vazquez             For       For          Management
1j    Elect Director Vijay Vishwanath         For       For          Management
1k    Elect Director Paul F. Walsh            For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Report on Human Rights Risk Assessment  Against   Abstain      Shareholder
      Process


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: JAN 28, 2014   Meeting Type: Special
Record Date:  DEC 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shellye L. Archambeau    For       For          Management
1.2   Elect Director Richard L. Carrion       For       For          Management
1.3   Elect Director Melanie L. Healey        For       For          Management
1.4   Elect Director M. Frances Keeth         For       For          Management
1.5   Elect Director Robert W. Lane           For       For          Management
1.6   Elect Director Lowell C. McAdam         For       For          Management
1.7   Elect Director Donald T. Nicolaisen     For       For          Management
1.8   Elect Director Clarence Otis, Jr.       For       For          Management
1.9   Elect Director Rodney E. Slater         For       For          Management
1.10  Elect Director Kathryn A. Tesija        For       For          Management
1.11  Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Proxy Access Right              For       For          Management
5     Report on Net Neutrality                Against   Abstain      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
8     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
9     Provide Right to Act by Written Consent Against   For          Shareholder
10    Approve Proxy Voting Authority          Against   Against      Shareholder


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

WASTE MANAGEMENT, INC.

Ticker:       WM             Security ID:  94106L109
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bradbury H. Anderson     For       For          Management
1b    Elect Director Frank M. Clark, Jr.      For       For          Management
1c    Elect Director Patrick W. Gross         For       For          Management
1d    Elect Director Victoria M. Holt         For       For          Management
1e    Elect Director John C. Pope             For       For          Management
1f    Elect Director W. Robert Reum           For       For          Management
1g    Elect Director David P. Steiner         For       For          Management
1h    Elect Director Thomas H. Weidemeyer     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
5     Report on Political Contributions       Against   Abstain      Shareholder




================================ Focused Growth ================================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Focused Growth and Income Portfolio ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== Focused Large-Cap Growth Portfolio ======================

This is a merger

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== Focused Multi-Asset Strategy Portfolio ====================

The Focused Equity Strategy Fund has merged in to the Focused Multi Asset
Strategy Fund

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== Focused Small-Cap Growth Portfolio ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== Focused Small-Cap Value Portfolio =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



========================= Focused Technology Portfolio =========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



======================= Select Dividend Growth Portfolio =======================


GUESS?, INC.

Ticker:       GES            Security ID:  401617105
Meeting Date: JUN 26, 2014   Meeting Type: Annual
Record Date:  MAY 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kay Isaacson-Leibowitz   For       For          Management
1.2   Elect Director Maurice Marciano         For       For          Management
1.3   Elect Director Alex Yemenidjian         For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management




========================== SunAmerica Strategic Value ==========================


3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda G. Alvarado        For       For          Management
1b    Elect Director Thomas 'Tony' K. Brown   For       For          Management
1c    Elect Director Vance D. Coffman         For       For          Management
1d    Elect Director Michael L. Eskew         For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Muhtar Kent              For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director Inge G. Thulin           For       For          Management
1i    Elect Director Robert J. Ulrich         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

A. O. SMITH CORPORATION

Ticker:       AOS            Security ID:  831865209
Meeting Date: APR 07, 2014   Meeting Type: Annual
Record Date:  FEB 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gloster B. Current, Jr.  For       For          Management
1.2   Elect Director William P. Greubel       For       For          Management
1.3   Elect Director Idelle K. Wolf           For       For          Management
1.4   Elect Director Gene C. Wulf             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  FEB 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Label Products with GMO Ingredients     Against   Abstain      Shareholder
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
6     Cease Compliance Adjustments to         Against   For          Shareholder
      Performance Criteria


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

ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Corti          For       For          Management
1.2   Elect Director Brian G. Kelly           For       For          Management
1.3   Elect Director Robert A. Kotick         For       For          Management
1.4   Elect Director Barry Meyer              For       For          Management
1.5   Elect Director Robert J. Morgado        For       For          Management
1.6   Elect Director Peter Nolan              For       For          Management
1.7   Elect Director Richard Sarnoff          For       For          Management
1.8   Elect Director Elaine Wynn              For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3A    Amend Provisions Relating to the        For       For          Management
      Relationship with Vivendi
3B    Amend Provisions Relating to            For       For          Management
      Supermajority and Special Voting
      Requirements
3C    Amend Provisions Relating to the        For       For          Management
      Ability to Amend Bylaws
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roy V. Armes             For       For          Management
1.2   Elect Director Michael C. Arnold        For       For          Management
1.3   Elect Director P. George Benson         For       For          Management
1.4   Elect Director Wolfgang Deml            For       For          Management
1.5   Elect Director Luiz F. Furlan           For       For          Management
1.6   Elect Director George E. Minnich        For       For          Management
1.7   Elect Director Martin H. Richenhagen    For       For          Management
1.8   Elect Director Gerald L. Shaheen        For       For          Management
1.9   Elect Director Mallika Srinivasan       For       For          Management
1.10  Elect Director Hendrikus Visser         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warner L. Baxter         For       For          Management
1.2   Elect Director Catherine S. Brune       For       For          Management
1.3   Elect Director Ellen M. Fitzsimmons     For       For          Management
1.4   Elect Director Walter J. Galvin         For       For          Management
1.5   Elect Director Richard J. Harshman      For       For          Management
1.6   Elect Director Gayle P. W. Jackson      For       For          Management
1.7   Elect Director James C. Johnson         For       For          Management
1.8   Elect Director Steven H. Lipstein       For       For          Management
1.9   Elect Director Patrick T. Stokes        For       For          Management
1.10  Elect Director Thomas R. Voss           For       For          Management
1.11  Elect Director Stephen R. Wilson        For       For          Management
1.12  Elect Director Jack D. Woodard          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     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Report on Adoption of Policies to Meet  Against   Abstain      Shareholder
      National GHG Reduction Goal


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

AMERICAN CAPITAL, LTD.

Ticker:       ACAS           Security ID:  02503Y103
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary C. Baskin           For       For          Management
1.2   Elect Director Neil M. Hahl             For       For          Management
1.3   Elect Director Philip R. Harper         For       For          Management
1.4   Elect Director Stan Lundine             For       For          Management
1.5   Elect Director Susan K. Nestegard       For       For          Management
1.6   Elect Director Kenneth D. Peterson, Jr. For       For          Management
1.7   Elect Director Alvin N. Puryear         For       For          Management
1.8   Elect Director Malon Wilkus             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director G. Steven Farris         For       For          Management
2     Elect Director A.D. Frazier, Jr.        For       For          Management
3     Elect Director Amy H. Nelson            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


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

APPLIED MICRO CIRCUITS CORPORATION

Ticker:       AMCC           Security ID:  03822W406
Meeting Date: AUG 27, 2013   Meeting Type: Annual
Record Date:  JUL 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Cesar Cesaratto          For       For          Management
1b    Elect Director H.K. Desai               For       For          Management
1c    Elect Director Paramesh Gopi            For       For          Management
1d    Elect Director Paul R. Gray             For       For          Management
1e    Elect Director Fred Shlapak             For       For          Management
1f    Elect Director Robert F. Sproull        For       For          Management
1g    Elect Director Duston Williams          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  FEB 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Reuben V. Anderson       For       For          Management
1.3   Elect Director Jaime Chico Pardo        For       For          Management
1.4   Elect Director Scott T. Ford            For       For          Management
1.5   Elect Director James P. Kelly           For       For          Management
1.6   Elect Director Jon C. Madonna           For       For          Management
1.7   Elect Director Michael B. McCallister   For       For          Management
1.8   Elect Director John B. McCoy            For       For          Management
1.9   Elect Director Beth E. Mooney           For       For          Management
1.10  Elect Director Joyce M. Roche           For       For          Management
1.11  Elect Director Matthew K. Rose          For       For          Management
1.12  Elect Director Cynthia B. Taylor        For       For          Management
1.13  Elect Director Laura D'Andrea Tyson     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Severance                       For       For          Management
      Agreements/Change-in-Control Agreements
5     Report on Indirect Political            Against   Abstain      Shareholder
      Contributions
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Lower Ownership Threshold for Action    Against   For          Shareholder
      by Written Consent


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

BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 12, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon L. Allen          For       For          Management
1.2   Elect Director Susan S. Bies            For       For          Management
1.3   Elect Director Jack O. Bovender, Jr.    For       For          Management
1.4   Elect Director Frank P. Bramble, Sr.    For       For          Management
1.5   Elect Director Pierre J. P. de Weck     For       For          Management
1.6   Elect Director Arnold W. Donald         For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Charles O. Holliday, Jr. For       For          Management
1.9   Elect Director Linda P. Hudson          For       For          Management
1.10  Elect Director Monica C. Lozano         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Brian T. Moynihan        For       For          Management
1.13  Elect Director Lionel L. Nowell, III    For       For          Management
1.14  Elect Director Clayton S. Rose          For       For          Management
1.15  Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Certificate of Designations for   For       For          Management
      Series T Preferred Stock
5     Provide for Cumulative Voting           Against   For          Shareholder
6     Adopt Proxy Access Right                Against   Against      Shareholder
7     Report on Climate Change Financing Risk Against   Abstain      Shareholder
8     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: JUL 31, 2013   Meeting Type: Annual
Record Date:  JUN 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Jens Alder               For       For          Management
1B    Elect Director Raymond J. Bromark       For       For          Management
1C    Elect Director Gary J. Fernandes        For       For          Management
1D    Elect Director Michael P. Gregoire      For       For          Management
1E    Elect Director Rohit Kapoor             For       For          Management
1F    Elect Director Kay Koplovitz            For       For          Management
1G    Elect Director Christopher B. Lofgren   For       For          Management
1H    Elect Director Richard Sulpizio         For       For          Management
1I    Elect Director Laura S. Unger           For       For          Management
1J    Elect Director Arthur F. Weinbach       For       For          Management
1K    Elect Director Renato (Ron) Zambonini   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Shareholder Rights Plan (Poison   For       For          Management
      Pill)


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

CAREFUSION CORPORATION

Ticker:       CFN            Security ID:  14170T101
Meeting Date: NOV 06, 2013   Meeting Type: Annual
Record Date:  SEP 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kieran T. Gallahue       For       For          Management
1b    Elect Director J. Michael Losh          For       For          Management
1c    Elect Director Edward D. Miller         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     Declassify the Board of Directors       For       For          Management
6     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management


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

CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia Boulet          For       For          Management
1.2   Elect Director Peter C. Brown           For       For          Management
1.3   Elect Director Richard A. Gephardt      For       For          Management
1.4   Elect Director W. Bruce Hanks           For       For          Management
1.5   Elect Director Gregory J. McCray        For       For          Management
1.6   Elect Director C. G. Melville, Jr.      For       For          Management
1.7   Elect Director Fred R. Nichols          For       For          Management
1.8   Elect Director William A. Owens         For       For          Management
1.9   Elect Director Harvey P. Perry          For       For          Management
1.10  Elect Director Glen F. Post, III        For       For          Management
1.11  Elect Director Michael J. Roberts       For       For          Management
1.12  Elect Director Laurie A. Siegel         For       For          Management
1.13  Elect Director Joseph R. Zimmel         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Proxy Access Right              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention                         Against   For          Shareholder


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1f    Elect Director George L. Kirkland       For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director Kevin W. Sharer          For       For          Management
1i    Elect Director John G. Stumpf           For       For          Management
1j    Elect Director Ronald D. Sugar          For       For          Management
1k    Elect Director Carl Ware                For       For          Management
1l    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Charitable Contributions      Against   Abstain      Shareholder
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
6     Report on Management of Hydraulic       Against   Abstain      Shareholder
      Fracturing Risks and Opportunities
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
9     Require Director Nominee with           Against   Abstain      Shareholder
      Environmental Experience
10    Adopt Guidelines for Country Selection  Against   Abstain      Shareholder


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 19, 2013   Meeting Type: Annual
Record Date:  SEP 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director Marc Benioff             For       For          Management
1c    Elect Director Gregory Q. Brown         For       For          Management
1d    Elect Director M. Michele Burns         For       For          Management
1e    Elect Director Michael D. Capellas      For       For          Management
1f    Elect Director John T. Chambers         For       For          Management
1g    Elect Director Brian L. Halla           For       For          Management
1h    Elect Director John L. Hennessy         For       For          Management
1i    Elect Director Kristina M. Johnson      For       For          Management
1j    Elect Director Roderick C. McGeary      For       For          Management
1k    Elect Director Arun Sarin               For       For          Management
1l    Elect Director Steven M. West           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Approve Proxy Advisor Competition       Against   Against      Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Corbat        For       For          Management
1b    Elect Director Duncan P. Hennes         For       For          Management
1c    Elect Director Franz B. Humer           For       For          Management
1d    Elect Director Eugene M. McQuade        For       For          Management
1e    Elect Director Michael E. O'Neill       For       For          Management
1f    Elect Director Gary M. Reiner           For       For          Management
1g    Elect Director Judith Rodin             For       For          Management
1h    Elect Director Robert L. Ryan           For       For          Management
1i    Elect Director Anthony M. Santomero     For       For          Management
1j    Elect Director Joan E. Spero            For       For          Management
1k    Elect Director Diana L. Taylor          For       For          Management
1l    Elect Director William S. Thompson, Jr. For       For          Management
1m    Elect Director James S. Turley          For       For          Management
1n    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
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
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Amend Director Indemnifications         Against   Against      Shareholder
      Provisions
8     Adopt Proxy Access Right                Against   Against      Shareholder


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

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Terrence A. Duffy        For       For          Management
1b    Elect Director Phupinder S. Gill        For       For          Management
1c    Elect Director Timothy S. Bitsberger    For       For          Management
1d    Elect Director Charles P. Carey         For       For          Management
1e    Elect Director Dennis H. Chookaszian    For       For          Management
1f    Elect Director Martin J. Gepsman        For       For          Management
1g    Elect Director Larry G. Gerdes          For       For          Management
1h    Elect Director Daniel R. Glickman       For       For          Management
1i    Elect Director J. Dennis Hastert        For       For          Management
1j    Elect Director Leo Melamed              For       For          Management
1k    Elect Director William P. Miller, II    For       For          Management
1l    Elect Director James E. Oliff           For       For          Management
1m    Elect Director Edemir Pinto             For       For          Management
1n    Elect Director Alex J. Pollock          For       For          Management
1o    Elect Director John F. Sandner          For       For          Management
1p    Elect Director Terry L. Savage          For       For          Management
1q    Elect Director William R. Shepard       For       For          Management
1r    Elect Director Dennis A. Suskind        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Amend Certificate of Incorporation      For       For          Management
      Reducing the Number of Class B
      Directors from Six to Three


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

COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Edward D. Breen          For       For          Management
1.4   Elect Director Joseph J. Collins        For       For          Management
1.5   Elect Director J. Michael Cook          For       For          Management
1.6   Elect Director Gerald L. Hassell        For       For          Management
1.7   Elect Director Jeffrey A. Honickman     For       For          Management
1.8   Elect Director Eduardo G. Mestre        For       For          Management
1.9   Elect Director Brian L. Roberts         For       For          Management
1.10  Elect Director Ralph J. Roberts         For       For          Management
1.11  Elect Director Johnathan A. Rodgers     For       For          Management
1.12  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
5     Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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

COMMVAULT SYSTEMS, INC.

Ticker:       CVLT           Security ID:  204166102
Meeting Date: AUG 21, 2013   Meeting Type: Annual
Record Date:  JUL 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Armando Geday            For       For          Management
1.2   Elect Director F. Robert Kurimsky       For       For          Management
1.3   Elect Director David F. Walker          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephanie A. Burns       For       For          Management
1.2   Elect Director John A. Canning, Jr.     For       For          Management
1.3   Elect Director Richard T. Clark         For       For          Management
1.4   Elect Director Robert F. Cummings, Jr.  For       For          Management
1.5   Elect Director James B. Flaws           For       For          Management
1.6   Elect Director Deborah A. Henretta      For       For          Management
1.7   Elect Director Kurt M. Landgraf         For       For          Management
1.8   Elect Director Kevin J. Martin          For       For          Management
1.9   Elect Director Deborah D. Rieman        For       For          Management
1.10  Elect Director Hansel E. Tookes, II     For       For          Management
1.11  Elect Director Wendell P. Weeks         For       For          Management
1.12  Elect Director Mark S. Wrighton         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


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

COVIDIEN PLC

Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 19, 2014   Meeting Type: Annual
Record Date:  JAN 09, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jose E. Almeida          For       For          Management
1b    Elect Director Joy A. Amundson          For       For          Management
1c    Elect Director Craig Arnold             For       For          Management
1d    Elect Director Robert H. Brust          For       For          Management
1e    Elect Director Christopher J. Coughlin  For       For          Management
1f    Elect Director Randall J. Hogan, III    For       For          Management
1g    Elect Director Martin D. Madaus         For       For          Management
1h    Elect Director Dennis H. Reilley        For       For          Management
1i    Elect Director Stephen H. Rusckowski    For       For          Management
1j    Elect Director Joseph A. Zaccagnino     For       For          Management
2     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Authorize Market Purchases of Ordinary  For       For          Management
      Shares
5     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
6     Renew Director's Authority to Issue     For       Against      Management
      Shares
7     Renew Director's Authority to Issue     For       Against      Management
      Shares for Cash


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 13, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown, II       For       For          Management
1.2   Elect Director Nancy-Ann M. DeParle     For       For          Management
1.3   Elect Director David W. Dorman          For       For          Management
1.4   Elect Director Anne M. Finucane         For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

DANA HOLDING CORPORATION

Ticker:       DAN            Security ID:  235825205
Meeting Date: MAY 02, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia A. Kamsky       For       For          Management
1.2   Elect Director Terrence J. Keating      For       For          Management
1.3   Elect Director R. Bruce McDonald        For       For          Management
1.4   Elect Director Joseph C. Muscari        For       For          Management
1.5   Elect Director Mark A. Schulz           For       For          Management
1.6   Elect Director Keith E. Wandell         For       For          Management
1.7   Elect Director Roger J. Wood            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: SEP 12, 2013   Meeting Type: Special
Record Date:  AUG 13, 2013

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


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: OCT 17, 2013   Meeting Type: Annual
Record Date:  SEP 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Carty          For       For          Management
1.2   Elect Director Janet F. Clark           For       For          Management
1.3   Elect Director Laura Conigliaro         For       For          Management
1.4   Elect Director Michael S. Dell          For       For          Management
1.5   Elect Director Kenneth M. Duberstein    For       For          Management
1.6   Elect Director Gerard J. Kleisterlee    For       For          Management
1.7   Elect Director Klaus S. Luft            For       For          Management
1.8   Elect Director Alex J. Mandl            For       For          Management
1.9   Elect Director Shantanu Narayen         For       For          Management
1.10  Elect Director H. Ross Perot, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361702
Meeting Date: JUN 27, 2014   Meeting Type: Annual
Record Date:  MAY 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Anderson      For       For          Management
1b    Elect Director Edward H. Bastian        For       For          Management
1c    Elect Director Roy J. Bostock           For       For          Management
1d    Elect Director John S. Brinzo           For       For          Management
1e    Elect Director Daniel A. Carp           For       For          Management
1f    Elect Director David G. DeWalt          For       For          Management
1g    Elect Director William H. Easter, III   For       For          Management
1h    Elect Director Mickey P. Foret          For       For          Management
1i    Elect Director Shirley C. Franklin      For       For          Management
1j    Elect Director David R. Goode           For       For          Management
1k    Elect Director George N. Mattson        For       For          Management
1l    Elect Director Paula Rosput Reynolds    For       For          Management
1m    Elect Director Kenneth C. Rogers        For       For          Management
1n    Elect Director Kenneth B. Woodrow       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Increase in Size of Board       For       For          Management
5     Stock Retention/Holding Period          Against   For          Shareholder


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

DELUXE CORPORATION

Ticker:       DLX            Security ID:  248019101
Meeting Date: APR 30, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald C. Baldwin        For       For          Management
1.2   Elect Director Charles A. Haggerty      For       For          Management
1.3   Elect Director Cheryl E. Mayberry       For       For          Management
      McKissack
1.4   Elect Director Don J. McGrath           For       For          Management
1.5   Elect Director Neil J. Metviner         For       For          Management
1.6   Elect Director Stephen P. Nachtsheim    For       For          Management
1.7   Elect Director Mary Ann O'Dwyer         For       For          Management
1.8   Elect Director Martyn R. Redgrave       For       For          Management
1.9   Elect Director Lee J. Schram            For       For          Management
1.10  Elect Director Thomas J. Reddin         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DFC GLOBAL CORP.

Ticker:       DLLR           Security ID:  23324T107
Meeting Date: NOV 07, 2013   Meeting Type: Annual
Record Date:  SEP 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clive Kahn               For       For          Management
1.2   Elect Director John Gavin               For       For          Management
1.3   Elect Director Edward A. Evans          For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DFC GLOBAL CORP.

Ticker:       DLLR           Security ID:  23324T107
Meeting Date: JUN 06, 2014   Meeting Type: Special
Record Date:  APR 29, 2014

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


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

DIAMOND OFFSHORE DRILLING, INC.

Ticker:       DO             Security ID:  25271C102
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Tisch           For       Against      Management
1.2   Elect Director Marc Edwards             For       Against      Management
1.3   Elect Director John R. Bolton           For       For          Management
1.4   Elect Director Charles L. Fabrikant     For       For          Management
1.5   Elect Director Paul G. Gaffney, II      For       For          Management
1.6   Elect Director Edward Grebow            For       For          Management
1.7   Elect Director Herbert C. Hofmann       For       Against      Management
1.8   Elect Director Kenneth I. Siegel        For       Against      Management
1.9   Elect Director Clifford M. Sobel        For       For          Management
1.10  Elect Director Andrew H. Tisch          For       Against      Management
1.11  Elect Director Raymond S. Troubh        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Adopt Policy and Report on Board        Against   Abstain      Shareholder
      Diversity


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

DYNEX CAPITAL, INC.

Ticker:       DX             Security ID:  26817Q506
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas B. Akin           For       For          Management
1.2   Elect Director Byron L. Boston          For       For          Management
1.3   Elect Director Michael R. Hughes        For       For          Management
1.4   Elect Director Barry A. Igdaloff        For       For          Management
1.5   Elect Director Valerie A. Mosley        For       For          Management
1.6   Elect Director Robert A. Salcetti       For       For          Management
1.7   Elect Director James C. Wheat, III      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael L. Eskew         For       For          Management
1b    Elect Director Karen N. Horn            For       For          Management
1c    Elect Director William G. Kaelin, Jr.   For       For          Management
1d    Elect Director John C. Lechleiter       For       For          Management
1e    Elect Director Marschall S. Runge       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 04, 2014   Meeting Type: Annual
Record Date:  NOV 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. N. Farr               For       For          Management
1.2   Elect Director H. Green                 For       For          Management
1.3   Elect Director C. A. Peters             For       For          Management
1.4   Elect Director J. W. Prueher            For       For          Management
1.5   Elect Director A.A. Busch, III          For       For          Management
1.6   Elect Director J. S. Turley             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Sustainability                Against   Abstain      Shareholder
5     Report on Political Contributions       Against   Abstain      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Boskin        For       For          Management
1.2   Elect Director Peter Brabeck-Letmathe   For       For          Management
1.3   Elect Director Ursula M. Burns          For       For          Management
1.4   Elect Director Larry R. Faulkner        For       For          Management
1.5   Elect Director Jay S. Fishman           For       For          Management
1.6   Elect Director Henrietta H. Fore        For       For          Management
1.7   Elect Director Kenneth C. Frazier       For       For          Management
1.8   Elect Director William W. George        For       For          Management
1.9   Elect Director Samuel J. Palmisano      For       For          Management
1.10  Elect Director Steven S Reinemund       For       For          Management
1.11  Elect Director Rex W. Tillerson         For       For          Management
1.12  Elect Director William C. Weldon        For       For          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     Limit Directors to a Maximum of Three   Against   Against      Shareholder
      Board Memberships in Companies with
      Sales over $500 Million Annually
6     Amend EEO Policy to Prohibit            Against   Abstain      Shareholder
      Discrimination Based on Sexual
      Orientation and Gender Identity
7     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
8     Adopt Quantitative GHG Goals for        Against   Abstain      Shareholder
      Products and Operations


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 12, 2014   Meeting Type: Annual
Record Date:  JAN 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel H. Armacost       For       For          Management
1b    Elect Director Peter K. Barker          For       For          Management
1c    Elect Director Charles E. Johnson       For       For          Management
1d    Elect Director Gregory E. Johnson       For       For          Management
1e    Elect Director Rupert H. Johnson, Jr.   For       For          Management
1f    Elect Director Mark C. Pigott           For       For          Management
1g    Elect Director Chutta Ratnathicam       For       For          Management
1h    Elect Director Laura Stein              For       For          Management
1i    Elect Director Anne M. Tatlock          For       For          Management
1j    Elect Director Geoffrey Y. Yang         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Institute Procedures to Prevent         Against   Abstain      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUL 16, 2013   Meeting Type: Annual
Record Date:  MAY 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Alan R. Buckwalter, III  For       For          Management
1.4   Elect Director Robert A. Day            For       For          Management
1.5   Elect Director James C. Flores          For       For          Management
1.6   Elect Director Gerald J. Ford           For       For          Management
1.7   Elect Director Thomas A. Fry, III       For       For          Management
1.8   Elect Director H. Devon Graham, Jr.     For       For          Management
1.9   Elect Director Charles C. Krulak        For       For          Management
1.10  Elect Director Bobby Lee Lackey         For       For          Management
1.11  Elect Director Jon C. Madonna           For       For          Management
1.12  Elect Director Dustan E. McCoy          For       For          Management
1.13  Elect Director James R. Moffett         For       For          Management
1.14  Elect Director B. M. Rankin, Jr.        For       For          Management
1.15  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   Abstain      Shareholder
      Environmental Qualifications
5     Require Independent Board Chairman      Against   For          Shareholder
6     Adopt Policy and Report on Board        Against   Abstain      Shareholder
      Diversity
7     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 17, 2014   Meeting Type: Annual
Record Date:  APR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Alan R. Buckwalter, III  For       For          Management
1.4   Elect Director Robert A. Day            For       For          Management
1.5   Elect Director James C. Flores          For       For          Management
1.6   Elect Director Gerald J. Ford           For       For          Management
1.7   Elect Director Thomas A. Fry, III       For       For          Management
1.8   Elect Director H. Devon Graham, Jr.     For       For          Management
1.9   Elect Director Lydia H. Kennard         For       For          Management
1.10  Elect Director Charles C. Krulak        For       For          Management
1.11  Elect Director Bobby Lee Lackey         For       For          Management
1.12  Elect Director Jon C. Madonna           For       For          Management
1.13  Elect Director Dustan E. McCoy          For       For          Management
1.14  Elect Director James R. Moffett         For       For          Management
1.15  Elect Director Stephen H. Siegele       For       For          Management
1.16  Elect Director Frances Fragos Townsend  For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Require Director Nominee with           Against   Abstain      Shareholder
      Environmental Experience


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary T. Barra            For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       For          Management
1.3   Elect Director James S. Crown           For       For          Management
1.4   Elect Director William P. Fricks        For       For          Management
1.5   Elect Director Paul G. Kaminski         For       For          Management
1.6   Elect Director John M. Keane            For       For          Management
1.7   Elect Director Lester L. Lyles          For       For          Management
1.8   Elect Director James N. Mattis          For       For          Management
1.9   Elect Director Phebe N. Novakovic       For       For          Management
1.10  Elect Director William A. Osborn        For       For          Management
1.11  Elect Director Laura J. Schumacher      For       For          Management
1.12  Elect Director Robert Walmsley          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 23, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Geoffrey Beattie      For       For          Management
2     Elect Director John J. Brennan          For       For          Management
3     Elect Director James I. Cash, Jr.       For       For          Management
4     Elect Director Francisco D'Souza        For       For          Management
5     Elect Director Marijn E. Dekkers        For       For          Management
6     Elect Director Ann M. Fudge             For       For          Management
7     Elect Director Susan J. Hockfield       For       For          Management
8     Elect Director Jeffrey R. Immelt        For       For          Management
9     Elect Director Andrea Jung              For       For          Management
10    Elect Director Robert W. Lane           For       For          Management
11    Elect Director Rochelle B. Lazarus      For       For          Management
12    Elect Director James J. Mulva           For       For          Management
13    Elect Director James E. Rohr            For       For          Management
14    Elect Director Mary L. Schapiro         For       For          Management
15    Elect Director Robert J. Swieringa      For       For          Management
16    Elect Director James S. Tisch           For       For          Management
17    Elect Director Douglas A. Warner, III   For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Ratify Auditors                         For       For          Management
20    Provide for Cumulative Voting           Against   For          Shareholder
21    Stock Retention/Holding Period          Against   Against      Shareholder
22    Require More Director Nominations Than  Against   Against      Shareholder
      Open Seats
23    Provide Right to Act by Written Consent Against   Against      Shareholder
24    Cessation of All Stock Options and      Against   Against      Shareholder
      Bonuses
25    Seek Sale of Company                    Against   Against      Shareholder


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Joseph J. Ashton         For       For          Management
1b    Elect Director Mary T. Barra            For       For          Management
1c    Elect Director Erroll B. Davis, Jr.     For       For          Management
1d    Elect Director Stephen J. Girsky        For       For          Management
1e    Elect Director E. Neville Isdell        For       For          Management
1f    Elect Director Kathryn V. Marinello     For       For          Management
1g    Elect Director Michael G. Mullen        For       For          Management
1h    Elect Director James J. Mulva           For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Thomas M. Schoewe        For       For          Management
1k    Elect Director Theodore M. Solso        For       For          Management
1l    Elect Director Carol M. Stephenson      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  Three Years  Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Approve Omnibus Stock Plan              For       For          Management
7     Provide for Cumulative Voting           Against   For          Shareholder
8     Require Independent Board Chairman      Against   For          Shareholder


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

H&R BLOCK, INC.

Ticker:       HRB            Security ID:  093671105
Meeting Date: SEP 12, 2013   Meeting Type: Annual
Record Date:  JUL 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paul J. Brown            For       For          Management
1b    Elect Director William C. Cobb          For       For          Management
1c    Elect Director Marvin R. Ellison        For       For          Management
1d    Elect Director Robert A. Gerard         For       For          Management
1e    Elect Director David Baker Lewis        For       For          Management
1f    Elect Director Victoria J. Reich        For       For          Management
1g    Elect Director Bruce C. Rohde           For       For          Management
1h    Elect Director Tom D. Seip              For       For          Management
1i    Elect Director Christianna Wood         For       For          Management
1j    Elect Director James F. Wright          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Articles                          For       For          Management
5     Amend Articles                          For       For          Management
6     Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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

HARRIS CORPORATION

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 25, 2013   Meeting Type: Annual
Record Date:  AUG 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William M. Brown         For       For          Management
1b    Elect Director Peter W. Chiarelli       For       For          Management
1c    Elect Director Thomas A. Dattilo        For       For          Management
1d    Elect Director Terry D. Growcock        For       For          Management
1e    Elect Director Lewis Hay, III           For       For          Management
1f    Elect Director Vyomesh I. Joshi         For       For          Management
1g    Elect Director Karen Katen              For       For          Management
1h    Elect Director Stephen P. Kaufman       For       For          Management
1i    Elect Director Leslie F. Kenne          For       For          Management
1j    Elect Director David B. Rickard         For       For          Management
1k    Elect Director James C. Stoffel         For       For          Management
1l    Elect Director Gregory T. Swienton      For       For          Management
1m    Elect Director Hansel E. Tookes, II     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HEALTHSOUTH CORPORATION

Ticker:       HLS            Security ID:  421924309
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Chidsey          For       For          Management
1.2   Elect Director Donald L. Correll        For       For          Management
1.3   Elect Director Yvonne M. Curl           For       For          Management
1.4   Elect Director Charles M. Elson         For       For          Management
1.5   Elect Director Jay Grinney              For       For          Management
1.6   Elect Director Joan E. Herman           For       For          Management
1.7   Elect Director Leo I. Higdon, Jr.       For       For          Management
1.8   Elect Director Leslye G. Katz           For       For          Management
1.9   Elect Director John E. Maupin, Jr.      For       For          Management
1.10  Elect Director L. Edward Shaw, Jr.      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 19, 2014   Meeting Type: Annual
Record Date:  JAN 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director Shumeet Banerji          For       For          Management
1.3   Elect Director Robert R. Bennett        For       For          Management
1.4   Elect Director Rajiv L. Gupta           For       For          Management
1.5   Elect Director Raymond J. Lane          For       For          Management
1.6   Elect Director Ann M. Livermore         For       For          Management
1.7   Elect Director Raymond E. Ozzie         For       For          Management
1.8   Elect Director Gary M. Reiner           For       For          Management
1.9   Elect Director Patricia F. Russo        For       For          Management
1.10  Elect Director James A. Skinner         For       For          Management
1.11  Elect Director Margaret C. Whitman      For       For          Management
1.12  Elect Director Ralph V. Whitworth       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Establish Board Committee on Human      Against   Abstain      Shareholder
      Rights


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

HOLLYFRONTIER CORPORATION

Ticker:       HFC            Security ID:  436106108
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas Y. Bech          For       For          Management
1b    Elect Director Leldon E. Echols         For       For          Management
1c    Elect Director R. Kevin Hardage         For       For          Management
1d    Elect Director Michael C. Jennings      For       For          Management
1e    Elect Director Robert J. Kostelnik      For       For          Management
1f    Elect Director James H. Lee             For       For          Management
1g    Elect Director Franklin Myers           For       For          Management
1h    Elect Director Michael E. Rose          For       For          Management
1i    Elect Director Tommy A. Valenta         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Adopt Quantitative GHG Goals for        Against   Abstain      Shareholder
      Products and Operations


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

ICONIX BRAND GROUP, INC.

Ticker:       ICON           Security ID:  451055107
Meeting Date: JUL 22, 2013   Meeting Type: Annual
Record Date:  MAY 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neil Cole                For       For          Management
1.2   Elect Director Barry Emanuel            For       Withhold     Management
1.3   Elect Director Drew Cohen               For       For          Management
1.4   Elect Director F. Peter Cuneo           For       Withhold     Management
1.5   Elect Director Mark Friedman            For       Withhold     Management
1.6   Elect Director James A. Marcum          For       For          Management
1.7   Elect Director Laurence N. Charney      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

IMPAX LABORATORIES, INC.

Ticker:       IPXL           Security ID:  45256B101
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie Z. Benet          For       Withhold     Management
1.2   Elect Director Robert L. Burr           For       Withhold     Management
1.3   Elect Director Allen Chao               For       Withhold     Management
1.4   Elect Director Nigel Ten Fleming        For       Withhold     Management
1.5   Elect Director Larry Hsu                For       Withhold     Management
1.6   Elect Director Michael Markbreiter      For       Withhold     Management
1.7   Elect Director Mary K. Pendergast       For       For          Management
1.8   Elect Director Peter R. Terreri         For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INGERSOLL-RAND PLC

Ticker:       IR             Security ID:  G47791101
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ann C. Berzin            For       For          Management
1b    Elect Director John Bruton              For       For          Management
1c    Elect Director Jared L. Cohon           For       For          Management
1d    Elect Director Gary D. Forsee           For       For          Management
1e    Elect Director Edward E. Hagenlocker    For       For          Management
1f    Elect Director Constance J. Horner      For       For          Management
1g    Elect Director Michael W. Lamach        For       For          Management
1h    Elect Director Theodore E. Martin       For       For          Management
1i    Elect Director John P. Surma            For       For          Management
1j    Elect Director Richard J. Swift         For       For          Management
1k    Elect Director Tony L. White            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
4     Renew Directors' Authority to Issue     For       For          Management
      Shares
5     Renew Directors' Authority to Issue     For       For          Management
      Shares for Cash
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares


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

INTEGRYS ENERGY GROUP, INC.

Ticker:       TEG            Security ID:  45822P105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Brodsky       For       For          Management
1.2   Elect Director Albert J. Budney, Jr.    For       For          Management
1.3   Elect Director Ellen Carnahan           For       For          Management
1.4   Elect Director Michelle L. Collins      For       For          Management
1.5   Elect Director Kathryn M.               For       For          Management
      Hasselblad-Pascale
1.6   Elect Director John W. Higgins          For       For          Management
1.7   Elect Director Paul W. Jones            For       For          Management
1.8   Elect Director Holly Keller Koeppel     For       For          Management
1.9   Elect Director Michael E. Lavin         For       For          Management
1.10  Elect Director William F. Protz, Jr.    For       For          Management
1.11  Elect Director Charles A. Schrock       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


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Andy D. Bryant           For       For          Management
1c    Elect Director Susan L. Decker          For       For          Management
1d    Elect Director John J. Donahoe          For       For          Management
1e    Elect Director Reed E. Hundt            For       For          Management
1f    Elect Director Brian M. Krzanich        For       For          Management
1g    Elect Director James D. Plummer         For       For          Management
1h    Elect Director David S. Pottruck        For       For          Management
1i    Elect Director Frank D. Yeary           For       For          Management
1j    Elect Director David B. Yoffie          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JACOBS ENGINEERING GROUP INC.

Ticker:       JEC            Security ID:  469814107
Meeting Date: JAN 23, 2014   Meeting Type: Annual
Record Date:  DEC 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Juan Jose Suarez Coppel  For       For          Management
1b    Elect Director John F. Coyne            For       For          Management
1c    Elect Director Linda Fayne Levinson     For       For          Management
1d    Elect Director Craig L. Martin          For       For          Management
1e    Elect Director Christopher M.T.         For       For          Management
      Thompson
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
5     Declassify the Board of Directors       For       For          Management


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy K. Armour        For       For          Management
1.2   Elect Director G. Andrew Cox            For       For          Management
1.3   Elect Director Jeffrey J. Diermeier     For       For          Management
1.4   Elect Director Eugene Flood, Jr.        For       For          Management
1.5   Elect Director J. Richard Fredericks    For       For          Management
1.6   Elect Director Deborah R. Gatzek        For       For          Management
1.7   Elect Director Seiji Inagaki            For       For          Management
1.8   Elect Director Lawrence E. Kochard      For       For          Management
1.9   Elect Director Glenn S. Schafer         For       For          Management
1.10  Elect Director Richard M. Weil          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JAZZ PHARMACEUTICALS PLC

Ticker:       JAZZ           Security ID:  G50871105
Meeting Date: AUG 01, 2013   Meeting Type: Annual
Record Date:  JUN 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul L. Berns            For       Against      Management
1.2   Elect Director Patrick G. Enright       For       Against      Management
1.3   Elect Director Seamus Mulligan          For       For          Management
1.4   Elect Director Norbert G. Riedel        For       For          Management
2     Ratify Auditors                         For       Against      Management
3     Authorize the Company and/or any        For       Against      Management
      Subsidiary of the Company to Make
      Market Purchases of the Company's
      Ordinary Shares
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director James A. Bell            For       For          Management
1c    Elect Director Crandall C. Bowles       For       For          Management
1d    Elect Director Stephen B. Burke         For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Laban P. Jackson, Jr.    For       For          Management
1i    Elect Director Michael A. Neal          For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   For          Shareholder


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

KAISER ALUMINUM CORPORATION

Ticker:       KALU           Security ID:  483007704
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Bartholomew      For       For          Management
1.2   Elect Director Jack A. Hockema          For       For          Management
1.3   Elect Director Lauralee E. Martin       For       For          Management
1.4   Elect Director Brett E. Wilcox          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

KNIGHTSBRIDGE TANKERS LTD

Ticker:       VLCCF          Security ID:  G5299G106
Meeting Date: SEP 20, 2013   Meeting Type: Annual
Record Date:  JUL 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Ola Lorentzon as Director       For       Against      Management
2     Reelect David M. White as Director      For       For          Management
3     Reelect Hans Petter Aas as Director     For       For          Management
4     Reelect Herman Billung as Director      For       Against      Management
5     Elect Robert D. Somerville as Director  For       For          Management
6     Reappoint PricewaterhouseCoopers AS as  For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
7     Approve Remuneration of Directors       For       For          Management


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ann E. Dunwoody          For       For          Management
1.2   Elect Director Vincent Pagano, Jr.      For       For          Management
1.3   Elect Director H. Hugh Shelton          For       For          Management
1.4   Elect Director Michael T. Strianese     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention/Holding Period          Against   For          Shareholder


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 23, 2013   Meeting Type: Annual
Record Date:  MAY 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis M. Kass           For       For          Management
1.2   Elect Director John V. Murphy           For       For          Management
1.3   Elect Director John H. Myers            For       For          Management
1.4   Elect Director Nelson Peltz             For       For          Management
1.5   Elect Director W. Allen Reed            For       For          Management
1.6   Elect Director Joseph A. Sullivan       For       For          Management
2     Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MACY'S, INC.

Ticker:       M              Security ID:  55616P104
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen F. Bollenbach    For       For          Management
1b    Elect Director Deirdre P. Connelly      For       For          Management
1c    Elect Director Meyer Feldberg           For       For          Management
1d    Elect Director Sara Levinson            For       For          Management
1e    Elect Director Terry J. Lundgren        For       For          Management
1f    Elect Director Joseph Neubauer          For       For          Management
1g    Elect Director Joyce M. Roche           For       For          Management
1h    Elect Director Paul C. Varga            For       For          Management
1i    Elect Director Craig E. Weatherup       For       For          Management
1j    Elect Director Marna C. Whittington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

MALLINCKRODT PLC

Ticker:       MNK            Security ID:  G5785G107
Meeting Date: MAR 20, 2014   Meeting Type: Annual
Record Date:  JAN 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Melvin D. Booth          For       For          Management
1b    Elect Director David R. Carlucci        For       For          Management
1c    Elect Director J. Martin Carroll        For       For          Management
1d    Elect Director Diane H. Gulyas          For       For          Management
1e    Elect Director Nancy S. Lurker          For       For          Management
1f    Elect Director JoAnn A. Reed            For       For          Management
1g    Elect Director Mark C. Trudeau          For       For          Management
1h    Elect Director Kneeland C. Youngblood   For       For          Management
1i    Elect Director Joseph A. Zaccagnino     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  Three Years  Management
5     Authorize Share Repurchase up to 10     For       For          Management
      Percent of Issued Share Capital
6     Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares


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

MANTECH INTERNATIONAL CORPORATION

Ticker:       MANT           Security ID:  564563104
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George J. Pedersen       For       For          Management
1.2   Elect Director Richard L. Armitage      For       Withhold     Management
1.3   Elect Director Mary K. Bush             For       For          Management
1.4   Elect Director Barry G. Campbell        For       For          Management
1.5   Elect Director Walter R. Fatzinger, Jr. For       For          Management
1.6   Elect Director Richard J. Kerr          For       For          Management
1.7   Elect Director Kenneth A. Minihan       For       For          Management
1.8   Elect Director Stephen W. Porter        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Oscar Fanjul             For       For          Management
1b    Elect Director Daniel S. Glaser         For       For          Management
1c    Elect Director H. Edward Hanway         For       For          Management
1d    Elect Director Lord Lang                For       For          Management
1e    Elect Director Elaine La Roche          For       For          Management
1f    Elect Director Steven A. Mills          For       For          Management
1g    Elect Director Bruce P. Nolop           For       For          Management
1h    Elect Director Marc D. Oken             For       For          Management
1i    Elect Director Morton O. Schapiro       For       For          Management
1j    Elect Director Adele Simmons            For       For          Management
1k    Elect Director Lloyd M. Yates           For       For          Management
1l    Elect Director R. David Yost            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bookout, III     For       For          Management
1.2   Elect Director Roger A. Brown           For       For          Management
1.3   Elect Director David Dickson            For       For          Management
1.4   Elect Director Stephen G. Hanks         For       For          Management
1.5   Elect Director Gary P. Luquette         For       For          Management
1.6   Elect Director William H. Schumann, III For       For          Management
1.7   Elect Director Mary L. Shafer-Malicki   For       For          Management
1.8   Elect Director David A. Trice           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


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 22, 2013   Meeting Type: Annual
Record Date:  JUL 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director Scott C. Donnelly        For       For          Management
1.3   Elect Director Victor J. Dzau           For       For          Management
1.4   Elect Director Omar Ishrak              For       For          Management
1.5   Elect Director Shirley Ann Jackson      For       For          Management
1.6   Elect Director Michael O. Leavitt       For       For          Management
1.7   Elect Director James T. Lenehan         For       For          Management
1.8   Elect Director Denise M. O'Leary        For       For          Management
1.9   Elect Director Kendall J. Powell        For       For          Management
1.10  Elect Director Robert C. Pozen          For       For          Management
1.11  Elect Director Preetha Reddy            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Reduce Supermajority Vote Requirement   For       For          Management
      for Establishing Range For Board Size
7     Reduce Supermajority Vote Requirement   For       For          Management
      for Removal of Directors
8     Reduce Supermajority Vote Requirement   For       For          Management
      for Amendment of Articles
9     Rescind Fair Price Provision            For       For          Management


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

MONTPELIER RE HOLDINGS LTD.

Ticker:       MRH            Security ID:  G62185106
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Henry R. Keizer as Director       For       For          Management
1.2   Elect Michael R. Eisenson as Director   For       For          Management
1.3   Elect Christopher L. Harris as Director For       For          Management
1.4   Elect Nicholas C. Marsh as Director     For       For          Management
1.5   Elect Ian M. Winchester as Director     For       For          Management
2.1   Elect Christopher L. Harris as          For       For          Management
      Director for Montpelier Reinsurance
      Ltd.
2.2   Elect Jonathan B. Kim as Director for   For       For          Management
      Montpelier Reinsurance Ltd.
2.3   Elect Christopher T. Schaper as         For       For          Management
      Director for Montpelier Reinsurance
      Ltd.
3     Amend Bylaws                            For       For          Management
4     Approve PricewaterhouseCoopers Ltd.     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  APR 01, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Clay C. Williams         For       For          Management
1C    Elect Director Greg L. Armstrong        For       For          Management
1D    Elect Director Robert E. Beauchamp      For       For          Management
1E    Elect Director Marcela E. Donadio       For       For          Management
1F    Elect Director Ben A. Guill             For       For          Management
1G    Elect Director David D. Harrison        For       For          Management
1H    Elect Director Roger L. Jarvis          For       For          Management
1I    Elect Director Eric L. Mattson          For       For          Management
1K    Elect Director Jeffery A. Smisek        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NEWMONT MINING CORPORATION

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 23, 2014   Meeting Type: Annual
Record Date:  FEB 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce R. Brook           For       For          Management
1.2   Elect Director J. Kofi Bucknor          For       For          Management
1.3   Elect Director Vincent A. Calarco       For       For          Management
1.4   Elect Director Joseph A. Carrabba       For       For          Management
1.5   Elect Director Noreen Doyle             For       For          Management
1.6   Elect Director Gary J. Goldberg         For       For          Management
1.7   Elect Director Veronica M. Hagen        For       For          Management
1.8   Elect Director Jane Nelson              For       For          Management
1.9   Elect Director Donald C. Roth           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Abstain      Shareholder


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

NORTHROP GRUMMAN CORPORATION

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wesley G. Bush           For       For          Management
1.2   Elect Director Victor H. Fazio          For       For          Management
1.3   Elect Director Donald E. Felsinger      For       For          Management
1.4   Elect Director Bruce S. Gordon          For       For          Management
1.5   Elect Director William H. Hernandez     For       For          Management
1.6   Elect Director Madeleine A. Kleiner     For       For          Management
1.7   Elect Director Karl J. Krapek           For       For          Management
1.8   Elect Director Richard B. Myers         For       For          Management
1.9   Elect Director Gary Roughead            For       For          Management
1.10  Elect Director Thomas M. Schoewe        For       For          Management
1.11  Elect Director Kevin W. Sharer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require Independent Board Chairman      Against   Against      Shareholder


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John L. Bernbach         For       For          Management
1b    Elect Director James G. Carlson         For       For          Management
1c    Elect Director Mark A. Emmert           For       For          Management
1d    Elect Director Steven J. Heyer          For       For          Management
1e    Elect Director Samuel R. Leno           For       For          Management
1f    Elect Director Barry P. Schochet        For       For          Management
1g    Elect Director James D. Shelton         For       For          Management
1h    Elect Director Amy Wallman              For       For          Management
1i    Elect Director John L. Workman          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management


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

OWENS-ILLINOIS, INC.

Ticker:       OI             Security ID:  690768403
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jay L. Geldmacher        For       For          Management
1.2   Elect Director Peter S. Hellman         For       For          Management
1.3   Elect Director Anastasia D. Kelly       For       For          Management
1.4   Elect Director John J. McMackin, Jr.    For       For          Management
1.5   Elect Director Hari N. Nair             For       For          Management
1.6   Elect Director Hugh H. Roberts          For       For          Management
1.7   Elect Director Albert P. L. Stroucken   For       For          Management
1.8   Elect Director Carol A. Williams        For       For          Management
1.9   Elect Director Dennis K. Williams       For       For          Management
1.10  Elect Director Thomas L. Young          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

PARTNERRE LTD.

Ticker:       PRE            Security ID:  G6852T105
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judith Hanratty          For       For          Management
1.2   Elect Director Costas Miranthis         For       For          Management
1.3   Elect Director Remy Sautter             For       For          Management
1.4   Elect Director Egbert Willam            For       For          Management
2     Approve Deloitte & Touche Ltd. as       For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PENN NATIONAL GAMING, INC.

Ticker:       PENN           Security ID:  707569109
Meeting Date: JUN 12, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter M. Carlino         For       Withhold     Management
1.2   Elect Director Harold Cramer            For       Withhold     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


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

PLATINUM UNDERWRITERS HOLDINGS, LTD.

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Dan R. Carmichael as Director     For       For          Management
1.2   Elect A. John Hass as Director          For       For          Management
1.3   Elect Antony P.D. Lancaster as Director For       For          Management
1.4   Elect Edmund R. Megna as Director       For       For          Management
1.5   Elect Michael D. Price as Director      For       For          Management
1.6   Elect Linda E. Ransom as Director       For       For          Management
1.7   Elect James P. Slattery as Director     For       For          Management
1.8   Elect Christopher J. Steffen as         For       For          Management
      Director
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify KPMG as Auditors                 For       For          Management


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

QUEST DIAGNOSTICS INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy L. Main          For       For          Management
1.2   Elect Director Timothy M. Ring          For       For          Management
1.3   Elect Director Daniel C. Stanzione      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Remove Supermajority Vote Requirement   For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James E. Cartwright      For       For          Management
1b    Elect Director Vernon E. Clark          For       For          Management
1c    Elect Director Stephen J. Hadley        For       For          Management
1d    Elect Director Thomas A. Kennedy        For       For          Management
1e    Elect Director George R. Oliver         For       For          Management
1f    Elect Director Michael C. Ruettgers     For       For          Management
1g    Elect Director Ronald L. Skates         For       For          Management
1h    Elect Director William R. Spivey        For       For          Management
1i    Elect Director Linda G. Stuntz          For       Against      Management
1j    Elect Director William H. Swanson       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 Act by Written Consent For       For          Management
5     Report on Political Contributions       Against   Abstain      Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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

RESOURCE CAPITAL CORP.

Ticker:       RSO            Security ID:  76120W302
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Walter T. Beach          For       For          Management
1.2   Elect Director Edward E. Cohen          For       Against      Management
1.3   Elect Director Jonathan Z. Cohen        For       For          Management
1.4   Elect Director Richard L. Fore          For       For          Management
1.5   Elect Director William B. Hart          For       For          Management
1.6   Elect Director Gary Ickowicz            For       For          Management
1.7   Elect Director Steven J. Kessler        For       For          Management
1.8   Elect Director Murray S. Levin          For       For          Management
1.9   Elect Director  P. Sherrill Neff        For       For          Management
1.10  Elect Director Stephanie H. Wiggins     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       Against      Management


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

RPC, INC.

Ticker:       RES            Security ID:  749660106
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Randall Rollins       For       Withhold     Management
1.2   Elect Director Henry B. Tippie          For       For          Management
1.3   Elect Director James B. Williams        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Sustainability                Against   Abstain      Shareholder


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

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

Ticker:       SWM            Security ID:  808541106
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claire L. Arnold         For       For          Management
1.2   Elect Director Heinrich Fischer         For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

SEI INVESTMENTS COMPANY

Ticker:       SEIC           Security ID:  784117103
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sarah W. Blumenstein     For       For          Management
1b    Elect Director Kathryn M. McCarthy      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       Against      Management
4     Ratify Auditors                         For       For          Management


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

SNAP-ON INCORPORATED

Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne J. Decyk         For       For          Management
1.2   Elect Director Nicholas T. Pinchuk      For       For          Management
1.3   Elect Director Gregg M. Sherrill        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SOUTHERN COPPER CORPORATION

Ticker:       SCCO           Security ID:  84265V105
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  MAR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director German Larrea            For       Withhold     Management
      Mota-Velasco
1.2   Elect Director Oscar Gonzalez Rocha     For       Withhold     Management
1.3   Elect Director Emilio Carrillo Gamboa   For       Withhold     Management
1.4   Elect Director Alfredo Casar Perez      For       Withhold     Management
1.5   Elect Director Luis Castelazo Morales   For       Withhold     Management
1.6   Elect Director Enrique Castillo         For       For          Management
      Sanchez Mejorada
1.7   Elect Director Xavier Garcia de         For       Withhold     Management
      Quevedo Topete
1.8   Elect Director Daniel Muniz Quintanilla For       Withhold     Management
1.9   Elect Director Luis Miguel Palomino     For       For          Management
      Bonilla
1.10  Elect Director Gilberto Perezalonso     For       For          Management
      Cifuentes
1.11  Elect Director Juan Rebolledo Gout      For       Withhold     Management
1.12  Elect Director Carlos Ruiz Sacristan    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard R. Devenuti      For       For          Management
1.2   Elect Director Stefan K. Widensohler    For       For          Management
1.3   Elect Director Wendy L. Yarno           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     Declassify the Board of Directors       For       For          Management
5     Ratify Auditors                         For       For          Management


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

SYMANTEC CORPORATION

Ticker:       SYMC           Security ID:  871503108
Meeting Date: OCT 22, 2013   Meeting Type: Annual
Record Date:  AUG 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen M. Bennett       For       For          Management
1b    Elect Director Michael A. Brown         For       For          Management
1c    Elect Director Frank E. Dangeard        For       For          Management
1d    Elect Director Geraldine B. Laybourne   For       For          Management
1e    Elect Director David L. Mahoney         For       For          Management
1f    Elect Director Robert S. Miller         For       For          Management
1g    Elect Director Anita M. Sands           For       For          Management
1h    Elect Director Daniel H. Schulman       For       For          Management
1i    Elect Director V. Paul Unruh            For       For          Management
1j    Elect Director Suzanne M. Vautrinot     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
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Amend Executive Incentive Bonus Plan    For       For          Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: SEP 18, 2013   Meeting Type: Annual
Record Date:  JUL 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Strauss Zelnick          For       For          Management
1.2   Elect Director Robert A. Bowman         For       For          Management
1.3   Elect Director SungHwan Cho             For       Withhold     Management
1.4   Elect Director Michael Dornemann        For       For          Management
1.5   Elect Director Brett Icahn              For       For          Management
1.6   Elect Director J. Moses                 For       For          Management
1.7   Elect Director James L. Nelson          For       For          Management
1.8   Elect Director Michael Sheresky         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433829
Meeting Date: MAY 22, 2014   Meeting Type: Proxy Contest
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director Clarence A. Davis        For       For          Management
1.2   Elect Director George W. Off            For       For          Management
1.3   Elect Director Mitchell H. Saranow      For       For          Management
1.4   Elect Director Gary L. Sugarman         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Blue Card)             None
1.1   Elect Directors Philip T. Blazek        For       Did Not Vote Shareholder
1.2   Elect Directors Walter M. Schenker      For       Did Not Vote Shareholder
2     Ratify Auditors                         For       Did Not Vote Management
3     Amend Omnibus Stock Plan                Against   Did Not Vote Management
4     Advisory Vote to Ratify Named           Abstain   Did Not Vote Management
      Executive Officers' Compensation


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

THE AES CORPORATION

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 17, 2014   Meeting Type: Annual
Record Date:  FEB 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andres R. Gluski         For       For          Management
1.2   Elect Director Zhang Guo Bao            For       For          Management
1.3   Elect Director Charles L. Harrington    For       For          Management
1.4   Elect Director Kristina M. Johnson      For       For          Management
1.5   Elect Director Tarun Khanna             For       For          Management
1.6   Elect Director Philip Lader             For       For          Management
1.7   Elect Director James H. Miller          For       For          Management
1.8   Elect Director Sandra O. Moose          For       For          Management
1.9   Elect Director John B. Morse, Jr.       For       For          Management
1.10  Elect Director Moises Naim              For       For          Management
1.11  Elect Director Charles O. Rossotti      For       For          Management
1.12  Elect Director Sven Sandstrom           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE ALLSTATE CORPORATION

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director F. Duane Ackerman        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Kermit R. Crawford       For       For          Management
1d    Elect Director Jack M. Greenberg        For       For          Management
1e    Elect Director Herbert L. Henkel        For       For          Management
1f    Elect Director Siddharth N. (Bobby)     For       For          Management
      Mehta
1g    Elect Director Andrea Redmond           For       For          Management
1h    Elect Director John W. Rowe             For       For          Management
1i    Elect Director Judith A. Sprieser       For       For          Management
1j    Elect Director Mary Alice Taylor        For       For          Management
1k    Elect Director Thomas J. Wilson         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     Stock Retention/Holding Period          Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder
7     Report on Political Contributions       Against   Abstain      Shareholder


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Arnold A. Allemang       For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Jacqueline K. Barton     For       For          Management
1d    Elect Director James A. Bell            For       For          Management
1e    Elect Director Jeff M. Fettig           For       For          Management
1f    Elect Director Andrew N. Liveris        For       For          Management
1g    Elect Director Paul Polman              For       For          Management
1h    Elect Director Dennis H. Reilley        For       For          Management
1i    Elect Director James M. Ringler         For       For          Management
1j    Elect Director Ruth G. Shaw             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Stock Retention/Holding Period          Against   For          Shareholder


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

THE FINISH LINE, INC.

Ticker:       FINL           Security ID:  317923100
Meeting Date: JUL 18, 2013   Meeting Type: Annual
Record Date:  MAY 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen Goldsmith        For       For          Management
1.2   Elect Director Catherine A. Langham     For       For          Management
1.3   Elect Director Norman H. Gurwitz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE NASDAQ OMX GROUP, INC.

Ticker:       NDAQ           Security ID:  631103108
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene T. Begley       For       For          Management
1b    Elect Director Steven D. Black          For       For          Management
1c    Elect Director Borje E. Ekholm          For       For          Management
1d    Elect Director Robert Greifeld          For       For          Management
1e    Elect Director Glenn H. Hutchins        For       For          Management
1f    Elect Director Essa Kazim               For       For          Management
1g    Elect Director John D. Markese          For       For          Management
1h    Elect Director Ellyn A. McColgan        For       For          Management
1i    Elect Director Thomas F. O Neill        For       For          Management
1j    Elect Director Michael R. Splinter      For       For          Management
1k    Elect Director Lars R. Wedenborn        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Charter to Remove Certain         For       For          Management
      Provisions


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 08, 2013   Meeting Type: Annual
Record Date:  AUG 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Angela F. Braly          For       For          Management
1b    Elect Director Kenneth I. Chenault      For       For          Management
1c    Elect Director Scott D. Cook            For       For          Management
1d    Elect Director Susan Desmond-Hellmann   For       For          Management
1e    Elect Director A.G. Lafley              For       For          Management
1f    Elect Director Terry J. Lundgren        For       For          Management
1g    Elect Director W. James McNerney, Jr.   For       For          Management
1h    Elect Director Margaret C. Whitman      For       For          Management
1i    Elect Director Mary Agnes Wilderotter   For       For          Management
1j    Elect Director Patricia A. Woertz       For       For          Management
1k    Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 27, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Alan L. Beller           For       For          Management
1b    Elect Director John H. Dasburg          For       For          Management
1c    Elect Director Janet M. Dolan           For       For          Management
1d    Elect Director Kenneth M. Duberstein    For       For          Management
1e    Elect Director Jay S. Fishman           For       For          Management
1f    Elect Director Patricia L. Higgins      For       For          Management
1g    Elect Director Thomas R. Hodgson        For       For          Management
1h    Elect Director William J. Kane          For       For          Management
1i    Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
1j    Elect Director Philip T. (Pete)         For       For          Management
      Ruegger, III
1k    Elect Director Donald J. Shepard        For       For          Management
1l    Elect Director Laurie J. Thomsen        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
5     Report on Political Contributions       Against   Abstain      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 18, 2014   Meeting Type: Annual
Record Date:  JAN 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    Elect Director John S. Chen             For       For          Management
1c    Elect Director Jack Dorsey              For       For          Management
1d    Elect Director Robert A. Iger           For       For          Management
1e    Elect Director Fred H. Langhammer       For       For          Management
1f    Elect Director Aylwin B. Lewis          For       For          Management
1g    Elect Director Monica C. Lozano         For       For          Management
1h    Elect Director Robert W. Matschullat    For       For          Management
1i    Elect Director Sheryl K. Sandberg       For       For          Management
1j    Elect Director Orin C. Smith            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5     Adopt Proxy Access Right                Against   For          Shareholder
6     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: JUN 13, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director William P. Barr          For       For          Management
1.3   Elect Director Jeffrey L. Bewkes        For       For          Management
1.4   Elect Director Stephen F. Bollenbach    For       For          Management
1.5   Elect Director Robert C. Clark          For       For          Management
1.6   Elect Director Mathias Dopfner          For       For          Management
1.7   Elect Director Jessica P. Einhorn       For       For          Management
1.8   Elect Director Carlos M. Gutierrez      For       For          Management
1.9   Elect Director Fred Hassan              For       For          Management
1.10  Elect Director Kenneth J. Novack        For       For          Management
1.11  Elect Director Paul D. Wachter          For       For          Management
1.12  Elect Director Deborah C. Wright        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

TRIUMPH GROUP, INC.

Ticker:       TGI            Security ID:  896818101
Meeting Date: JUL 18, 2013   Meeting Type: Annual
Record Date:  MAY 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Bourgon             For       For          Management
1.2   Elect Director Elmer L. Doty            For       Against      Management
1.3   Elect Director John G. Drosdick         For       For          Management
1.4   Elect Director Ralph E. Eberhart        For       For          Management
1.5   Elect Director Jeffry D. Frisby         For       For          Management
1.6   Elect Director Richard C. Gozon         For       For          Management
1.7   Elect Director Richard C. Ill           For       For          Management
1.8   Elect Director William L. Mansfield     For       For          Management
1.9   Elect Director Adam J. Palmer           For       For          Management
1.10  Elect Director Joseph M. Silvestri      For       For          Management
1.11  Elect Director George Simpson           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     Approve Omnibus Stock Plan              For       For          Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
6     Ratify Auditors                         For       For          Management


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UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Directo Robert J. Darretta        For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide for Cumulative Voting           Against   For          Shareholder
5     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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US AIRWAYS GROUP, INC.

Ticker:       LCC            Security ID:  90341W108
Meeting Date: JUL 12, 2013   Meeting Type: Annual
Record Date:  MAY 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       Against      Management
3     Adjourn Meeting                         For       For          Management
4a    Elect Director Denise M. O'Leary        For       For          Management
4b    Elect Director George M. Philip         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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WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 06, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Aida M. Alvarez          For       For          Management
1b    Elect Director James I. Cash, Jr.       For       For          Management
1c    Elect Director Roger C. Corbett         For       For          Management
1d    Elect Director Pamela J. Craig          For       For          Management
1e    Elect Director Douglas N. Daft          For       For          Management
1f    Elect Director Michael T. Duke          For       Against      Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Marissa A. Mayer         For       For          Management
1i    Elect Director C. Douglas McMillon      For       For          Management
1j    Elect Director Gregory B. Penner        For       For          Management
1k    Elect Director Steven S Reinemund       For       For          Management
1l    Elect Director Jim C. Walton            For       For          Management
1m    Elect Director S. Robson Walton         For       Against      Management
1n    Elect Director Linda S. Wolf            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Disclosure of Recoupment Activity from  Against   For          Shareholder
      Senior Officers
6     Report on Lobbying Payments and Policy  Against   Abstain      Shareholder


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WASTE MANAGEMENT, INC.

Ticker:       WM             Security ID:  94106L109
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bradbury H. Anderson     For       For          Management
1b    Elect Director Frank M. Clark, Jr.      For       For          Management
1c    Elect Director Patrick W. Gross         For       For          Management
1d    Elect Director Victoria M. Holt         For       For          Management
1e    Elect Director John C. Pope             For       For          Management
1f    Elect Director W. Robert Reum           For       For          Management
1g    Elect Director David P. Steiner         For       For          Management
1h    Elect Director Thomas H. Weidemeyer     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
5     Report on Political Contributions       Against   Abstain      Shareholder


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WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  MAR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Susan E. Engel           For       For          Management
1f    Elect Director Enrique Hernandez, Jr.   For       For          Management
1g    Elect Director Donald M. James          For       For          Management
1h    Elect Director Cynthia H. Milligan      For       For          Management
1i    Elect Director Federico F. Pena         For       For          Management
1j    Elect Director James H. Quigley         For       For          Management
1k    Elect Director Judith M. Runstad        For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Review Fair Housing and Fair Lending    Against   Abstain      Shareholder
      Compliance


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XL GROUP PLC

Ticker:       XL             Security ID:  G98290102
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  MAR 05, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Michael S. McGavick as Director   For       For          Management
2.2   Elect Anne Stevens as Director          For       For          Management
2.3   Elect John M. Vereker as Director       For       For          Management
3     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their  Remuneration
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Renew Director's Authority to Issue     For       Against      Management
      Shares
6     Renew Director's Authority to Issue     For       Against      Management
      Shares for Cash
7     Amend Articles of Association           For       Against      Management
8     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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ZIMMER HOLDINGS, INC.

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher B. Begley    For       For          Management
1b    Elect Director Betsy J. Bernard         For       For          Management
1c    Elect Director Paul M. Bisaro           For       For          Management
1d    Elect Director Gail K. Boudreaux        For       For          Management
1e    Elect Director David C. Dvorak          For       For          Management
1f    Elect Director Larry C. Glasscock       For       For          Management
1g    Elect Director Robert A. Hagemann       For       For          Management
1h    Elect Director Arthur J. Higgins        For       For          Management
1i    Elect Director Cecil B. Pickett         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management




                                 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)   SunAmerica Series Inc
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By (Signature and Title)*  John Genoy, President
                         ------------------------------------------------------
Date  8/08/2014
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