UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-00005

LORD ABBETT AFFILIATED FUND, INC.

(Exact name of Registrant as specified in charter)

90 Hudson Street, Jersey City, NJ 07302

(Address of principal executive offices) (Zip code)

Thomas R. Phillips, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, NJ 07302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 201-6984

Date of fiscal year end: 10/31

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

Item 1. Proxy Voting Record.

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

ICA File Number: 811-00005
Reporting Period: 07/01/2011 - 06/30/2012
Lord Abbett Affiliated Fund, Inc.









========================= Lord Abbett Affiliated Fund ==========================


ADOBE SYSTEMS INCORPORATED

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward W. Barnholt       For       For          Management
2     Elect Director Michael R. Cannon        For       For          Management
3     Elect Director James E. Daley           For       For          Management
4     Elect Director Charles M. Geschke       For       For          Management
5     Elect Director Shantanu Narayen         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AGRIUM INC.

Ticker:       AGU            Security ID:  008916108
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ralph S. Cunningham, Russell K.   For       For          Management
      Girling, Susan A. Henry, Russell J.
      Horner, David J. Lesar, John E. Lowe,
      A. Anne McLellan, Derek G. Pannell,
      Frank W. Proto, Michael M. Wilson, and
      Victor J. Zaleschuk as Directors
1.1   Elect Director Ralph S. Cunningham      For       For          Management
1.2   Elect Director Russell K. Girling       For       For          Management
1.3   Elect Director Susan A. Henry           For       For          Management
1.4   Elect Director Russell J. Horner        For       For          Management
1.5   Elect Director David J. Lesar           For       For          Management
1.6   Elect Director John E. Lowe             For       For          Management
1.7   Elect Director A. Anne McLellan         For       For          Management
1.8   Elect Director Derek G. Pannell         For       For          Management
1.9   Elect Director Frank W. Proto           For       For          Management
1.10  Elect Director Michael M. Wilson        For       For          Management
1.11  Elect Director Victor J. Zaleschuk      For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Martin J. Barrington     For       For          Management
4     Elect Director John T. Casteen III      For       For          Management
5     Elect Director Dinyar S. Devitre        For       For          Management
6     Elect Director Thomas F. Farrell II     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director W. Leo Kiely III         For       For          Management
9     Elect Director Kathryn B. McQuade       For       For          Management
10    Elect Director George Munoz             For       For          Management
11    Elect Director Nabil Y. Sakkab          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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AMERISOURCEBERGEN CORPORATION

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

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


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AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David Baltimore          For       For          Management
2     Elect Director Frank J. Biondi, Jr.     For       For          Management
3     Elect Director Robert A. Bradway        For       For          Management
4     Elect Director Francois De Carbonnel    For       For          Management
5     Elect Director Vance D. Coffman         For       For          Management
6     Elect Director Rebecca M. Henderson     For       For          Management
7     Elect Director Frank C. Herringer       For       For          Management
8     Elect Director Tyler Jacks              For       For          Management
9     Elect Director Gilbert S. Omenn         For       For          Management
10    Elect Director Judith C. Pelham         For       For          Management
11    Elect Director J. Paul Reason           For       For          Management
12    Elect Director Leonard D. Schaeffer     For       For          Management
13    Elect Director Kevin W. Sharer          For       For          Management
14    Elect Director Ronald D. Sugar          For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide Right to Act by Written Consent For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder
19    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
20    Report on Lobbying Payments and Policy  Against   Against      Shareholder
21    Limit CEO to Serving on only One Other  Against   Against      Shareholder
      Board


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin P. Chilton         For       For          Management
2     Elect Director Luke R. Corbett          For       For          Management
3     Elect Director H. Paulett Eberhart      For       For          Management
4     Elect Director Peter J. Fluor           For       For          Management
5     Elect Director Richard L. George        For       For          Management
6     Elect Director Preston M. Geren, III    For       For          Management
7     Elect Director Charles W. Goodyear      For       For          Management
8     Elect Director John R. Gordon           For       For          Management
9     Elect Director James T. Hackett         For       For          Management
10    Elect Director Eric D. Mullins          For       For          Management
11    Elect Director Paula Rosput Reynolds    For       For          Management
12    Elect Director R. A. Walker             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity
18    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


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APACHE CORPORATION

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott D. Josey           For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       Against   For          Shareholder


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ARROW ELECTRONICS, INC.

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

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


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect Director James H. Blanchard       For       For          Management
5     Elect Director Jaime Chico Pardo        For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director John B. McCoy            For       For          Management
9     Elect Director Joyce M. Roche           For       For          Management
10    Elect Director Matthew K. Rose          For       For          Management
11    Elect Director Laura D'Andrea Tyson     For       For          Management
12    Ratification Of Appointment Of          For       For          Management
      Independent Auditors.
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       For          Management
15    Report on Political Contributions       Against   Against      Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 04, 2011   Meeting Type: Annual
Record Date:  SEP 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eleanor Baum             For       For          Management
1.2   Elect Director J. Veronica Biggins      For       For          Management
1.3   Elect Director Richard Hamada           For       For          Management
1.4   Elect Director Ehud Houminer            For       For          Management
1.5   Elect Director James A. Lawrence        For       For          Management
1.6   Elect Director Frank R. Noonan          For       For          Management
1.7   Elect Director Ray M. Robinson          For       For          Management
1.8   Elect Director William H. Schumann, III For       For          Management
1.9   Elect Director William P. Sullivan      For       For          Management
1.10  Elect Director Roy Vallee               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mukesh D. Ambani         For       For          Management
2     Elect Director Susan S. Bies            For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director Monica C. Lozano         For       For          Management
8     Elect Director Thomas J. May            For       For          Management
9     Elect Director Brian T. Moynihan        For       For          Management
10    Elect Director Donald E. Powell         For       For          Management
11    Elect Director Charles O. Rossotti      For       For          Management
12    Elect Director Robert W. Scully         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Disclose Prior Government Service       Against   Against      Shareholder
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Stock Retention/Holding Period          Against   Against      Shareholder
18    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations
19    Prohibit Political Contributions        Against   Against      Shareholder


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BARRICK GOLD CORPORATION

Ticker:       ABX            Security ID:  067901108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard L. Beck           For       For          Management
1.2   Elect Director C. William D. Birchall   For       For          Management
1.3   Elect Director Donald J. Carty          For       For          Management
1.4   Elect Director Gustavo Cisneros         For       For          Management
1.5   Elect Director Robert M. Franklin       For       For          Management
1.6   Elect Director J. Brett Harvey          For       For          Management
1.7   Elect Director Dambisa Moyo             For       For          Management
1.8   Elect Director Brian Mulroney           For       For          Management
1.9   Elect Director Anthony Munk             For       For          Management
1.10  Elect Director Peter Munk               For       For          Management
1.11  Elect Director Aaron W. Regent          For       For          Management
1.12  Elect Director Nathaniel P. Rothschild  For       For          Management
1.13  Elect Director Steven J. Shapiro        For       For          Management
1.14  Elect Director John L. Thornton         For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James R. Gavin, III      For       For          Management
2     Elect Director Peter S. Hellman         For       For          Management
3     Elect Director K. J. Storm              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          Shareholder
7     Reduce Supermajority Vote Requirement   For       For          Shareholder


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Allison, IV      For       For          Management
1.2   Elect Director Jennifer S. Banner       For       For          Management
1.3   Elect Director K. David Boyer, Jr.      For       For          Management
1.4   Elect Director Anna R. Cablik           For       For          Management
1.5   Elect Director Ronald E. Deal           For       For          Management
1.6   Elect Director J.L. Glover, Jr.         For       For          Management
1.7   Elect Director Jane P. Helm             For       For          Management
1.8   Elect Director John P. Howe, III        For       For          Management
1.9   Elect Director Kelly S. King            For       For          Management
1.10  Elect Director Valeria Lynch Lee        For       For          Management
1.11  Elect Director Nido R. Qubein           For       For          Management
1.12  Elect Director Thomas E. Skains         For       For          Management
1.13  Elect Director Thomas N. Thompson       For       For          Management
1.14  Elect Director Edwin H. Welch           For       For          Management
1.15  Elect Director Stephen T. Williams      For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Political Contributions       Against   Against      Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 05, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Stephen B. Burke         For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates, III    For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Donald R. Keough         For       For          Management
1.10  Elect Director Thomas S. Murphy         For       For          Management
1.11  Elect Director Ronald L. Olson          For       For          Management
1.12  Elect Director Walter Scott, Jr.        For       For          Management
2     Adopt Policy on Succession Planning     Against   Against      Shareholder


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BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Lewis B. Campbell        For       For          Management
3     Elect Director James M. Cornelius       For       For          Management
4     Elect Director Louis J. Freeh           For       For          Management
5     Elect Director Laurie H. Glimcher       For       For          Management
6     Elect Director Michael Grobstein        For       For          Management
7     Elect Director Alan J. Lacy             For       For          Management
8     Elect Director Vicki L. Sato            For       For          Management
9     Elect Director Elliott Sigal            For       For          Management
10    Elect Director Gerald L. Storch         For       For          Management
11    Elect Director Togo D. West, Jr.        For       For          Management
12    Elect Director R. Sanders Williams      For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
18    Provide Right to Act by Written Consent Against   Against      Shareholder


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CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Baker Cunningham      For       For          Management
2     Elect Director Sheldon R. Erikson       For       For          Management
3     Elect Director Douglas L. Foshee        For       For          Management
4     Elect Director Rodolfo Landim           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
9     Approve Restatement of the Company's    For       For          Management
      Certificate of Incorporation


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CANADIAN NATURAL RESOURCES LIMITED

Ticker:       CNQ            Security ID:  136385101
Meeting Date: MAY 03, 2012   Meeting Type: Annual/Special
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect C.M. Best, N.M. Edwards, T.W.     For       For          Management
      Faithfull, G.A. Filmon, C.L. Fong, G.D.
       Giffin, W.A. Gobert, S.W. Laut, K.A.J.
       MacPhail, A.P. Markin, F.J. McKenna,
      J.S. Palmer, E.R. Smith, and D.A. Tuer
      as Directors
1.1   Elect Director Catherine M. Best        For       For          Management
1.2   Elect Director N. Murray Edwards        For       For          Management
1.3   Elect Director Timothy W. Faithfull     For       For          Management
1.4   Elect Director Gary A. Filmon           For       For          Management
1.5   Elect Director Christopher L. Fong      For       For          Management
1.6   Elect Director Gordon D. Giffin         For       For          Management
1.7   Elect Director Wilfred A. Gobert        For       For          Management
1.8   Elect Director Steve W. Laut            For       For          Management
1.9   Elect Director Keith A. J. MacPhail     For       For          Management
1.10  Elect Director Allan P. Markin          For       For          Management
1.11  Elect Director Frank J. McKenna         For       For          Management
1.12  Elect Director James S. Palmer          For       For          Management
1.13  Elect Director Eldon R. Smith           For       For          Management
1.14  Elect Director David A. Tuer            For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Amend Articles Re: Preferred Shares     For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard D. Fairbank      For       For          Management
2     Elect Director Peter E. Raskind         For       For          Management
3     Elect Director Bradford H. Warner       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan


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CARNIVAL CORPORATION

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Micky Arison As A Director Of   For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
2     Reelect Jonathon Band As A Director Of  For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
3     Reelect Robert H. Dickinson As A        For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
4     Reelect Arnold W. Donald As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
5     Reelect Pier Luigi Foschi As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
6     Reelect Howard S. Frank As A Director   For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
7     Reelect Richard J. Glasier As A         For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
8     Reelect Debra Kelly-Ennis As A          For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
9     Reelect Modesto A. Maidique As A        For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
10    Reelect Sir John Parker As A Director   For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
11    Reelect Peter G. Ratcliffe As A         For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
12    Reelect Stuart Subotnick As A Director  For       For          Management
      Of Carnival Corporation and As A
      Director Of Carnival Plc.
13    Reelect Laura Weil As A Director Of     For       For          Management
      Carnival Corporation and As A Director
      Of Carnival Plc.
14    Reelect Randall J. Weisenburger As A    For       For          Management
      Director Of Carnival Corporation and
      As A Director Of Carnival Plc.
15    Reappoint The UK Firm Of                For       For          Management
      PricewaterhouseCoopers LLP As
      Independent Auditors For Carnival Plc
      And Ratify The U.S. Firm Of
      PricewaterhouseCoopers LLP As The
      Independent Auditor For Carnival
      Corporation
16    Authorize The Audit Committee Of        For       For          Management
      Carnival Plc To Fix Remuneration Of
      The Independent Auditors Of Carnival
      Plc
17    Receive The UK Accounts And Reports Of  For       For          Management
      The Directors And Auditors Of Carnival
      Plc For The Year Ended November 30,
      2011
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Approve Remuneration of Executive       For       For          Management
      Directors
20    Authorize Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorize Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorize Shares for Market Purchase    For       For          Management
23    Report on Political Contributions       Against   Against      Shareholder


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.8   Elect Director Peter A. Magowan         For       For          Management
1.9   Elect Director Dennis A. Muilenburg     For       For          Management
1.10  Elect Director Douglas R. Oberhelman    For       For          Management
1.11  Elect Director William A. Osborn        For       For          Management
1.12  Elect Director Charles D. Powell        For       For          Management
1.13  Elect Director Edward B. Rust, Jr.      For       For          Management
1.14  Elect Director Susan C. Schwab          For       For          Management
1.15  Elect Director Joshua I. Smith          For       For          Management
1.16  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     Provide Right to Call Special Meeting   For       For          Management
5     Amend Advance Notice Provisions for     For       For          Management
      Shareholder Proposals/Nominations
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
8     Review and Assess Human Rights Policies Against   Against      Shareholder
9     Provide Right to Act by Written Consent Against   Against      Shareholder


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

CENOVUS ENERGY INC.

Ticker:       CVE            Security ID:  15135U109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph S. Cunningham      For       For          Management
1.2   Elect Director Patrick D. Daniel        For       For          Management
1.3   Elect Director Ian W. Delaney           For       For          Management
1.4   Elect Director Brian C. Ferguson        For       For          Management
1.5   Elect Director Michael A. Grandin       For       For          Management
1.6   Elect Director Valerie A.A. Nielsen     For       For          Management
1.7   Elect Director Charles M. Rampacek      For       For          Management
1.8   Elect Director Colin Taylor             For       For          Management
1.9   Elect Director Wayne G. Thomson         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Approve Shareholder Rights Plan         For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach
5     Frequency of Advisory Vote on           Against   Against      Shareholder
      Executive Compensation


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

CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3.1   Elect Director Fred R. Nichols          For       For          Management
3.2   Elect Director Harvey P. Perry          For       For          Management
3.3   Elect Director Laurie A. Siegel         For       For          Management
3.4   Elect Director Joseph R. Zimmel         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
7     Adopt Policy on Bonus Banking           Against   Against      Shareholder
8     Report on Political Contributions       Against   Against      Shareholder


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Adopt Guidelines for Country Selection  Against   Against      Shareholder
18    Report on Hydraulic Fracturing Risks    Against   Against      Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
21    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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

CIGNA CORPORATION

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

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


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Franz B. Humer           For       For          Management
2     Elect Director Robert L. Joss           For       For          Management
3     Elect Director Michael E. O'Neill       For       For          Management
4     Elect Director Vikram S. Pandit         For       For          Management
5     Elect Director Lawrence R. Ricciardi    For       For          Management
6     Elect Director Judith Rodin             For       For          Management
7     Elect Director Robert L. Ryan           For       For          Management
8     Elect Director Anthony M. Santomero     For       For          Management
9     Elect Director Joan E. Spero            For       For          Management
10    Elect Director Diana L. Taylor          For       For          Management
11    Elect Director William S. Thompson, Jr. For       For          Management
12    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Report on Political Contributions and   Against   Against      Shareholder
      Lobbying Expenditures
18    Stock Retention/Holding Period          Against   Against      Shareholder
19    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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

CLIFFS NATURAL RESOURCES INC.

Ticker:       CLF            Security ID:  18683K101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joseph A. Carrabba       For       For          Management
2     Elect Director Susan M. Cunningham      For       For          Management
3     Elect Director Barry J. Eldridge        For       For          Management
4     Elect Director Andres R. Gluski         For       For          Management
5     Elect Director Susan M. Green           For       For          Management
6     Elect Director Janice K. Henry          For       For          Management
7     Elect Director James F. Kirsch          For       For          Management
8     Elect Director Francis R. McAllister    For       For          Management
9     Elect Director Richard K. Riederer      For       For          Management
10    Elect Director Richard A. Ross          For       For          Management
11    Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Ratify Auditors                         For       For          Management


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

COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nikesh Arora             For       For          Management
2     Elect Director John T. Cahill           For       For          Management
3     Elect Director Ian Cook                 For       For          Management
4     Elect Director Helene D. Gayle          For       For          Management
5     Elect Director Ellen M. Hancock         For       For          Management
6     Elect Director Joseph Jimenez           For       For          Management
7     Elect Director Richard J. Kogan         For       For          Management
8     Elect Director Delano E. Lewis          For       For          Management
9     Elect Director J. Pedro Reinhard        For       For          Management
10    Elect Director Stephen I. Sadove        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   Against      Shareholder


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

COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     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 Joseph J. Collins        For       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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

COMERICA INCORPORATED

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard G. Lindner       For       For          Management
2     Elect Director Robert S. Taubman        For       For          Management
3     Elect Director Reginald M. Turner, Jr.  For       For          Management
4     Elect Director Roger A. Cregg           For       For          Management
5     Elect Director T. Kevin DeNicola        For       For          Management
6     Elect Director Alfred A. Piergallini    For       For          Management
7     Elect Director Nina G. Vaca             For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Armitage      For       For          Management
2     Elect Director Richard H. Auchinleck    For       For          Management
3     Elect Director James E. Copeland, Jr.   For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Ruth R. Harkin           For       For          Management
6     Elect Director Ryan M. Lance            For       For          Management
7     Elect Director Mohd H. Marican          For       For          Management
8     Elect Director Harold W. McGraw, III    For       For          Management
9     Elect Director James J. Mulva           For       For          Management
10    Elect Director Robert A. Niblock        For       For          Management
11    Elect Director Harald J. Norvik         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Elect Director Victoria J. Tschinkel    For       For          Management
14    Elect Director Kathryn C. Turner        For       For          Management
15    Elect Director William E. Wade, Jr.     For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Report on Lobbying Payments and Policy  Against   Against      Shareholder
21    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
22    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity


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

CORNING INCORPORATED

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John Seely Brown         For       For          Management
2     Elect Director Stephanie A. Burns       For       For          Management
3     Elect Director John A. Canning, Jr.     For       For          Management
4     Elect Director Richard T. Clark         For       For          Management
5     Elect Director James B. Flaws           For       For          Management
6     Elect Director Gordon Gund              For       For          Management
7     Elect Director Kurt M. Landgraf         For       For          Management
8     Elect Director Deborah D. Rieman        For       For          Management
9     Elect Director H. Onno Ruding           For       For          Management
10    Elect Director Mark S. Wrighton         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Reduce Supermajority Vote Requirement   For       For          Management


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

CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donna M. Alvarado        For       For          Management
2     Elect Director John B. Breaux           For       For          Management
3     Elect Director Pamela L. Carter         For       For          Management
4     Elect Director Steven T. Halverson      For       For          Management
5     Elect Director Edward J. Kelly, III     For       For          Management
6     Elect Director Gilbert H. Lamphere      For       For          Management
7     Elect Director John D. McPherson        For       For          Management
8     Elect Director Timothy T. O'Toole       For       For          Management
9     Elect Director David M. Ratcliffe       For       For          Management
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Michael J. Ward          For       For          Management
12    Elect Director J.C. Watts, Jr.          For       For          Management
13    Elect Director J. Steven Whisler        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. David Brown, II       For       For          Management
2     Elect Director David W. Dorman          For       For          Management
3     Elect Director Anne M. Finucane         For       For          Management
4     Elect Director Kristen Gibney Williams  For       For          Management
5     Elect Director Marian L. Heard          For       For          Management
6     Elect Director Larry J. Merlo           For       For          Management
7     Elect Director Jean-Pierre Millon       For       For          Management
8     Elect Director C.A. Lance Piccolo       For       For          Management
9     Elect Director Richard J. Swift         For       For          Management
10    Elect Director Tony L. White            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Provide Right to Act by Written Consent For       For          Management
14    Report on Political Contributions       Against   Against      Shareholder


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 15, 2011   Meeting Type: Annual
Record Date:  MAY 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Breyer          For       For          Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Michael S. Dell          For       For          Management
1.4   Elect Director William H. Gray, III     For       For          Management
1.5   Elect Director Gerald J. Kleisterlee    For       For          Management
1.6   Elect Director Thomas W. Luce, III      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     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Provide Right to Act by Written Consent Against   Against      Shareholder
7     Approve Declaration of Dividends        Against   Against      Shareholder


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

DEVON ENERGY CORPORATION

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

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


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  JUL 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reverse Stock Split             For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director G. Alex Bernhardt, Sr.   For       For          Management
1.3   Elect Director Michael G. Browning      For       For          Management
1.4   Elect Director Daniel R. DiMicco        For       For          Management
1.5   Elect Director John H. Forsgren         For       For          Management
1.6   Elect Director Ann Maynard Gray         For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director E. James Reinsch         For       For          Management
1.9   Elect Director James T. Rhodes          For       For          Management
1.10  Elect Director James E. Rogers          For       For          Management
1.11  Elect Director Philip R. Sharp          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Report on Financial Risks of Coal       Against   Against      Shareholder
      Reliance
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alexander M. Cutler      For       For          Management
2     Elect Director Arthur E. Johnson        For       For          Management
3     Elect Director Deborah L. McCoy         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EL PASO CORPORATION

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAR 09, 2012   Meeting Type: Special
Record Date:  JAN 20, 2012

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


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Baicker               For       For          Management
2     Elect Director J. E. Fyrwald            For       For          Management
3     Elect Director E. R. Marram             For       For          Management
4     Elect Director D. R. Oberhelman         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management
9     Adopt Policy for Engagement With        Against   Against      Shareholder
      Proponents of Shareholder Proposals
      Supported by a Majority Vote
10    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Gail Deegan              For       For          Management
4     Elect Director James S. DiStasio        For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director Edmund F. Kelly          For       For          Management
7     Elect Director Windle B. Priem          For       For          Management
8     Elect Director Paul Sagan               For       For          Management
9     Elect Director David N. Strohm          For       For          Management
10    Elect Director Joseph M. Tucci          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George A. Alcorn         For       For          Management
2     Elect Director Charles R. Crisp         For       For          Management
3     Elect Director James C. Day             For       For          Management
4     Elect Director Mark G. Papa             For       For          Management
5     Elect Director H. Leighton Steward      For       For          Management
6     Elect Director Donald F. Textor         For       For          Management
7     Elect Director Frank G. Wisner          For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
11    Adopt Retention Ratio for Executives    Against   Against      Shareholder


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       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     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   Against      Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   Against      Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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

FIFTH THIRD BANCORP

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

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


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen G. Butler        For       For          Management
2     Elect Director Kimberly A. Casiano      For       For          Management
3     Elect Director Anthony F. Earley, Jr.   For       For          Management
4     Elect Director Edsel B. Ford II         For       For          Management
5     Elect Director William Clay Ford, Jr.   For       For          Management
6     Elect Director Richard A. Gephardt      For       For          Management
7     Elect Director James H. Hance, Jr.      For       For          Management
8     Elect Director William W. Helman IV     For       For          Management
9     Elect Director Irvine O. Hockaday, Jr.  For       For          Management
10    Elect Director Jon M. Huntsman, Jr.     For       For          Management
11    Elect Director Richard A. Manoogian     For       For          Management
12    Elect Director Ellen R. Marram          For       For          Management
13    Elect Director Alan Mulally             For       For          Management
14    Elect Director Homer A. Neal            For       For          Management
15    Elect Director Gerald L. Shaheen        For       For          Management
16    Elect Director John L. Thornton         For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Approve Recapitalization Plan for all   Against   Against      Shareholder
      Stock to have One-vote per Share
21    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     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 Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B. M. Rankin, Jr.        For       For          Management
1.12  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   For          Shareholder
      Environmental Qualifications


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W. Geoffrey Beattie      For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Ann M. Fudge             For       For          Management
4     Elect Director Susan Hockfield          For       For          Management
5     Elect Director Jeffrey R. Immelt        For       For          Management
6     Elect Director Andrea Jung              For       For          Management
7     Elect Director Alan G. Lafley           For       For          Management
8     Elect Director Robert W. Lane           For       For          Management
9     Elect Director Ralph S. Larsen          For       For          Management
10    Elect Director Rochelle B. Lazarus      For       For          Management
11    Elect Director James J. Mulva           For       For          Management
12    Elect Director Sam Nunn                 For       For          Management
13    Elect Director Roger S. Penske          For       For          Management
14    Elect Director Robert J. Swieringa      For       For          Management
15    Elect Director James S. Tisch           For       For          Management
16    Elect Director Douglas A. Warner, III   For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Amend Omnibus Stock Plan                For       For          Management
20    Approve Material Terms of Senior        For       For          Management
      Officer Performance Goals
21    Provide for Cumulative Voting           Against   Against      Shareholder
22    Phase Out Nuclear Activities            Against   Against      Shareholder
23    Require Independent Board Chairman      Against   Against      Shareholder
24    Provide Right to Act by Written Consent Against   Against      Shareholder


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 26, 2011   Meeting Type: Annual
Record Date:  JUL 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director R. Kerry Clark           For       For          Management
3     Elect Director Paul Danos               For       For          Management
4     Elect Director William T. Esrey         For       For          Management
5     Elect Director Raymond V. Gilmartin     For       For          Management
6     Elect Director Judith Richards Hope     For       For          Management
7     Elect Director Heidi G. Miller          For       For          Management
8     Elect Director Hilda Ochoa-Brillembourg For       For          Management
9     Elect Director Steve Odland             For       For          Management
10    Elect Director Kendall J. Powell        For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Ratify Auditors                         For       For          Management


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director Murry S. Gerber          For       For          Management
6     Elect Director S. Malcolm Gillis        For       For          Management
7     Elect Director Abdallah S. Jum'ah       For       For          Management
8     Elect Director David J. Lesar           For       For          Management
9     Elect Director Robert A. Malone         For       For          Management
10    Elect Director J. Landis Martin         For       For          Management
11    Elect Director Debra L. Reed            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management


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

HERTZ GLOBAL HOLDINGS, INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carl T. Berquist         For       For          Management
2     Elect Director Michael F. Koehler       For       For          Management
3     Elect Director Linda Fayne Levinson     For       For          Management
4     Elect Director Angel L. Morales         For       For          Management
5     Ratify Auditors                         For       For          Management


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director J.B. Hess                For       For          Management
2     Elect Director S.W. Bodman              For       For          Management
3     Elect Director R. Lavizzo Mourey        For       For          Management
4     Elect Director C.G. Matthews            For       For          Management
5     Elect Director E.H. Von Metzsch         For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Amend Omnibus Stock Plan                For       For          Management
9     Declassify the Board of Directors       None      For          Shareholder


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       For          Management
2     Elect Director Shumeet Banerji          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Raymond. J. Lane         For       For          Management
6     Elect Director Ann M. Livermore         For       For          Management
7     Elect Director G. M. Reiner             For       For          Management
8     Elect Director Patricia. F. Russo       For       For          Management
9     Elect Director G. Kennedy Thompson      For       For          Management
10    Elect Director Margaret C. Whitman      For       For          Management
11    Elect Director Ralph. V. Whitworth      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Adopt Retention Ratio for Executives    Against   Against      Shareholder


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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Judd Gregg               For       For          Management
8     Elect Director Clive R. Hollick         For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Bradley T. Sheares       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   Against      Shareholder
14    Report on Political Contributions       Against   Against      Shareholder


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

HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Baylis         For       For          Management
2     Elect Director Terence C. Golden        For       For          Management
3     Elect Director Ann M. Korologos         For       For          Management
4     Elect Director Richard E. Marriott      For       For          Management
5     Elect Director John B. Morse, Jr.       For       For          Management
6     Elect Director Walter C. Rakowich       For       For          Management
7     Elect Director Gordon H. Smith          For       For          Management
8     Elect Director W. Edward Walter         For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Andy D. Bryant           For       For          Management
3     Elect Director Susan L. Decker          For       For          Management
4     Elect Director John J. Donahoe          For       For          Management
5     Elect Director Reed E. Hundt            For       For          Management
6     Elect Director Paul S. Otellini         For       For          Management
7     Elect Director James D. Plummer         For       For          Management
8     Elect Director David S. Pottruck        For       For          Management
9     Elect Director Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

INTERNATIONAL PAPER COMPANY

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Bronczek        For       For          Management
2     Elect Director Ahmet C. Dorduncu        For       For          Management
3     Elect Director John V. Faraci           For       For          Management
4     Elect Director Stacey J. Mobley         For       For          Management
5     Elect Director Joan E. Spero            For       For          Management
6     Elect Director John L. Townsend, III    For       For          Management
7     Elect Director John F. Turner           For       For          Management
8     Elect Director William G. Walter        For       For          Management
9     Elect Director J. Steven Whisler        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Provide Right to Act by Written Consent Against   Against      Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

JOY GLOBAL INC.

Ticker:       JOY            Security ID:  481165108
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John T. Gremp            For       For          Management
1.3   Elect Director John Nils Hanson         For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director James S. Crown           For       For          Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       For          Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   Against      Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   Against      Shareholder
20    Stock Retention                         Against   Against      Shareholder


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

KOHL'S CORPORATION

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

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


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

KRAFT FOODS INC.

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Myra M. Hart             For       For          Management
2     Elect Director Peter B. Henry           For       For          Management
3     Elect Director Lois D. Juliber          For       For          Management
4     Elect Director Mark D. Ketchum          For       For          Management
5     Elect Director Terry J. Lundgren        For       For          Management
6     Elect Director Mackey J. McDonald       For       For          Management
7     Elect Director Jorge S. Mesquita        For       For          Management
8     Elect Director John C. Pope             For       For          Management
9     Elect Director Fredric G. Reynolds      For       For          Management
10    Elect Director Irene B. Rosenfeld       For       For          Management
11    Elect Director Jean-Francois M.L. van   For       For          Management
      Boxmeer
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Change Company Name                     For       For          Management
14    Ratify Auditors                         For       For          Management
15    Report on Supply Chain and              Against   Against      Shareholder
      Deforestation
16    Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

MARRIOTT INTERNATIONAL, INC.

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

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


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

MARSH & MCLENNAN COMPANIES, INC.

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

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


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 27, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andy D. Bryant           For       For          Management
2     Elect Director Wayne A. Budd            For       For          Management
3     Elect Director John H. Hammergren       For       For          Management
4     Elect Director Alton F. Irby III        For       For          Management
5     Elect Director M. Christine Jacobs      For       For          Management
6     Elect Director Marie L. Knowles         For       For          Management
7     Elect Director David M. Lawrence        For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jane E. Shaw             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      to Amend Certificate of Incorporation
      That Adversely Affects Holders of
      Series A Junior Participating
      Preferred Stock
14    Reduce Supermajority Vote Requirement   For       For          Management
      to Amend Bylaws
15    Reduce Supermajority Vote Requirement   For       For          Management
      and "Fair Price" Provision Applicable
      to Certain Business Combinations
16    Amend Certificate of Incorporation to   For       For          Management
      Remove Transitional Provision Related
      to Eliminated Classified Board
      Structure
17    Amend Certificate of Incorporation to   For       For          Management
      Conform the "Interested Transactions"
      Provisions and the Stockholder Action
      Provision
18    Stock Retention/Holding Period          Against   Against      Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
17    Report on Charitable and Political      Against   Against      Shareholder
      Contributions


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

METLIFE, INC.

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Keane            For       For          Management
1.2   Elect Director Catherine R. Kinney      For       For          Management
1.3   Elect Director Hugh B. Price            For       For          Management
1.4   Elect Director Kenton J. Sicchitano     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven R. Appleton       For       For          Management
2     Elect Director Robert L. Bailey         For       For          Management
3     Elect Director Patrick J. Byrne         For       For          Management
4     Elect Director Mercedes Johnson         For       For          Management
5     Elect Director Lawrence N. Mondry       For       For          Management
6     Elect Director Robert E. Switz          For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Janice L. Fields        For       For          Management
2     Elect Directors Hugh Grant              For       For          Management
3     Elect Directors C. Steven McMillan      For       For          Management
4     Elect Directors Robert J. Stevens       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roy J. Bostock           For       For          Management
2     Elect Director Erskine B. Bowles        For       For          Management
3     Elect Director Howard J. Davies         For       For          Management
4     Elect Director James P. Gorman          For       For          Management
5     Elect Director C. Robert Kidder         For       For          Management
6     Elect Director Klaus Kleinfeld          For       For          Management
7     Elect Director Donald T. Nicolaisen     For       For          Management
8     Elect Director Hutham S. Olayan         For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director O. Griffith Sexton       For       For          Management
11    Elect Director Ryosuke Tamakoshi        For       For          Management
12    Elect Director Masaaki Tanaka           For       For          Management
13    Elect Director Laura D. Tyson           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sherry S. Barrat         For       For          Management
2     Elect Director Robert M. Beall, II      For       For          Management
3     Elect Director James L. Camaren         For       For          Management
4     Elect Director Kenneth B. Dunn          For       For          Management
5     Elect Director J. Brian Ferguson        For       For          Management
6     Elect Director Lewis Hay, III           For       For          Management
7     Elect Director Toni Jennings            For       For          Management
8     Elect Director Oliver D. Kingsley, Jr.  For       For          Management
9     Elect Director Rudy E. Schupp           For       For          Management
10    Elect Director William H. Swanson       For       For          Management
11    Elect Director Michael H. Thaman        For       For          Management
12    Elect Director Hansel E. Tookes, II     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.2   Elect Director John J. Ferriola         For       For          Management
1.3   Elect Director Harvey B. Gantt          For       For          Management
1.4   Elect Director Bernard L. Kasriel       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Aziz D. Syriani          For       For          Management
11    Elect Director Rosemary Tomich          For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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


OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Wren             For       For          Management
2     Elect Director Bruce Crawford           For       For          Management
3     Elect Director Alan R. Batkin           For       For          Management
4     Elect Director Mary C. Choksi           For       For          Management
5     Elect Director Robert Charles Clark     For       For          Management
6     Elect Director Leonard S. Coleman, Jr.  For       For          Management
7     Elect Director Errol M. Cook            For       For          Management
8     Elect Director Susan S. Denison         For       For          Management
9     Elect Director Michael A. Henning       For       For          Management
10    Elect Director John R. Murphy           For       For          Management
11    Elect Director John R. Purcell          For       For          Management
12    Elect Director Linda Johnson Rice       For       For          Management
13    Elect Director Gary L. Roubos           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Prepare Employment Diversity Report     Against   Against      Shareholder


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Director Naomi O. Seligman              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder


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

PARKER-HANNIFIN CORPORATION

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 26, 2011   Meeting Type: Annual
Record Date:  AUG 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert G. Bohn           For       For          Management
1.2   Elect Director Linda S. Harty           For       For          Management
1.3   Elect Director William E. Kassling      For       For          Management
1.4   Elect Director Robert J. Kohlhepp       For       For          Management
1.5   Elect Director Klaus-Peter Muller       For       For          Management
1.6   Elect Director Candy M. Obourn          For       For          Management
1.7   Elect Director Joseph M. Scaminace      For       For          Management
1.8   Elect Director Wolfgang R. Schmitt      For       For          Management
1.9   Elect Director Ake Svensson             For       For          Management
1.10  Elect Director James L. Wainscott       For       For          Management
1.11  Elect Director Donald E. Washkewicz     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Indra K. Nooyi           For       For          Management
8     Elect Director Sharon Percy Rockefeller For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Lloyd G. Trotter         For       For          Management
11    Elect Director Daniel Vasella           For       For          Management
12    Elect Director Alberto Weisser          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Omnibus Stock Plan                For       For          Management
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Establish Risk Oversight Committee      Against   Against      Shareholder
18    Require Independent Board Chairman      Against   Against      Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish Political Contributions         Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
20    Non-Employee Director Compensation      Against   Against      Shareholder


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

PG&E CORPORATION

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David R. Andrews         For       For          Management
2     Elect Director Lewis Chew               For       For          Management
3     Elect Director C. Lee Cox               For       For          Management
4     Elect Director Anthony F. Earley, Jr.   For       For          Management
5     Elect Director Fred J. Fowler           For       For          Management
6     Elect Director Maryellen C. Herringer   For       For          Management
7     Elect Director Roger H. Kimmel          For       For          Management
8     Elect Director Richard A. Meserve       For       For          Management
9     Elect Director Forrest E. Miller        For       For          Management
10    Elect Director Rosendo G. Parra         For       For          Management
11    Elect Director Barbara L. Rambo         For       For          Management
12    Elect Director Barry Lawson Williams    For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Formulate EEO Policy That Does Not      Against   Against      Shareholder
      Include Sexual Orientation


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect Director Louis C. Camilleri       For       For          Management
4     Elect Director J. Dudley Fishburn       For       For          Management
5     Elect Director Jennifer Li              For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect Director Lucio A. Noto            For       For          Management
10    Elect Director Robert B. Polet          For       For          Management
11    Elect Director Carlos Slim Helu         For       For          Management
12    Elect Director Stephen M. Wolf          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 17, 2012   Meeting Type: Annual/Special
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. M. Burley             For       For          Management
1.2   Elect Director D. G. Chynoweth          For       For          Management
1.3   Elect Director D. Clauw                 For       For          Management
1.4   Elect Director W. J. Doyle              For       For          Management
1.5   Elect Director J. W. Estey              For       For          Management
1.6   Elect Director G. W. Grandey            For       For          Management
1.7   Elect Director C. S. Hoffman            For       For          Management
1.8   Elect Director D. J. Howe               For       For          Management
1.9   Elect Director A. D. Laberge            For       For          Management
1.10  Elect Director K.G. Martell             For       For          Management
1.11  Elect Director J. J. McCaig             For       For          Management
1.12  Elect Director M. Mogford               For       For          Management
1.13  Elect Director E. Viyella de Paliza     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Approve 2012 Performance Option Plan    For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  JUL 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Baltimore, Jr. For       For          Management
2     Elect Director Gordon M. Bethune        For       For          Management
3     Elect Director Gaston Caperton          For       For          Management
4     Elect Director Gilbert F. Casellas      For       For          Management
5     Elect Director James G. Cullen          For       For          Management
6     Elect Director William H. Gray, III     For       For          Management
7     Elect Director Mark B. Grier            For       For          Management
8     Elect Director Constance J. Horner      For       For          Management
9     Elect Director Martina Hund-Mejean      For       For          Management
10    Elect Director Karl J. Krapek           For       For          Management
11    Elect Director Chrisitne A. Poon        For       For          Management
12    Elect Director John R. Strangfeld       For       For          Management
13    Elect Director James A. Unruh           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Eliminate Supermajority Voting          For       For          Management
      Provisions
17    Require Independent Board Chairman      Against   Against      Shareholder


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles L. Blackburn     For       For          Management
2     Elect Director Anthony V. Dub           For       For          Management
3     Elect Director V. Richard Eales         For       For          Management
4     Elect Director Allen Finkelson          For       For          Management
5     Elect Director James M. Funk            For       For          Management
6     Elect Director Jonathan S. Linker       For       For          Management
7     Elect Director Kevin S. McCarthy        For       For          Management
8     Elect Director John H. Pinkerton        For       For          Management
9     Elect Director Jeffrey L. Ventura       For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
13    Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Cartwright      For       For          Management
2     Elect Director Vernon E. Clark          For       For          Management
3     Elect Director John M. Deutch           For       For          Management
4     Elect Director Stephen J. Hadley        For       For          Management
5     Elect Director Frederic M. Poses        For       For          Management
6     Elect Director Michael C. Ruettgers     For       For          Management
7     Elect Director Ronald L. Skates         For       For          Management
8     Elect Director William R. Spivey        For       For          Management
9     Elect Director Linda G. Stuntz          For       For          Management
10    Elect Director William H. Swanson       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Stock Retention/Holding Period          Against   Against      Shareholder
14    Submit SERP to Shareholder Vote         Against   For          Shareholder
15    Provide Right to Act by Written Consent Against   Against      Shareholder


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

REGIONS FINANCIAL CORPORATION

Ticker:       RF             Security ID:  7591EP100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel W. Bartholomew,   For       For          Management
      Jr.
2     Elect Director George W. Bryan          For       For          Management
3     Elect Director Carolyn H. Byrd          For       For          Management
4     Elect Director David J. Cooper, Sr.     For       For          Management
5     Elect Director Earnest W. Deavenport,   For       For          Management
      Jr.
6     Elect Director Don DeFosset             For       For          Management
7     Elect Director Eric C. Fast             For       For          Management
8     Elect Director O.B. Grayson Hall, Jr.   For       For          Management
9     Elect Director John D. Johns            For       For          Management
10    Elect Director Charles D. McCrary       For       For          Management
11    Elect Director James R. Malone          For       For          Management
12    Elect Director Ruth Ann Marshall        For       For          Management
13    Elect Director Susan W. Matlock         For       For          Management
14    Elect Director John E. Maupin, Jr.      For       For          Management
15    Elect Director John R. Roberts          For       For          Management
16    Elect Director Lee J. Styslinger, III   For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
19    Ratify Auditors                         For       For          Management
20    Report on Political Contributions       Against   Against      Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

SOUTHWESTERN ENERGY COMPANY

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lewis E. Epley, Jr.      For       For          Management
2     Elect Director Robert L. Howard         For       For          Management
3     Elect Director Catherine A. Kehr        For       For          Management
4     Elect Director Greg D. Kerley           For       For          Management
5     Elect Director Harold M. Korell         For       For          Management
6     Elect Director Vello A. Kuuskraa        For       For          Management
7     Elect Director Kenneth R. Mourton       For       For          Management
8     Elect Director Steven L. Mueller        For       For          Management
9     Elect Director Charles E. Scharlau      For       For          Management
10    Elect Director Alan H. Stevens          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Stock Retention/Holding Period          Against   Against      Shareholder


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A401
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frits van Paasschen      For       For          Management
1.2   Elect Director Bruce W. Duncan          For       For          Management
1.3   Elect Director Adam M. Aron             For       For          Management
1.4   Elect Director Charlene Barshefsky      For       For          Management
1.5   Elect Director Thomas E. Clarke         For       For          Management
1.6   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.7   Elect Director Lizanne Galbreath        For       For          Management
1.8   Elect Director Eric Hippeau             For       For          Management
1.9   Elect Director Stephen R. Quazzo        For       For          Management
1.10  Elect Director Thomas O. Ryder          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kennett F. Burnes        For       For          Management
2     Elect Director Peter Coym               For       For          Management
3     Elect Director Patrick De Saint-Aignan  For       For          Management
4     Elect Director Amellia C. Fawcett       For       For          Management
5     Elect Director David P. Gruber          For       For          Management
6     Elect Director Linda A. Hill            For       For          Management
7     Elect Director Joseph L. Hooley         For       For          Management
8     Elect Director Robert S. Kaplan         For       For          Management
9     Elect Director Richard P. Sergel        For       For          Management
10    Elect Director Ronald L. Skates         For       For          Management
11    Elect Director Gregory L. Summe         For       For          Management
12    Elect Director Robert E. Weissman       For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management


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

SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867224107
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel E. Benson            For       For          Management
1.2   Elect Director Dominic D'Alessandro     For       For          Management
1.3   Elect Director John T. Ferguson         For       For          Management
1.4   Elect Director W. Douglas Ford          For       For          Management
1.5   Elect Director Paul Haseldonckx         For       For          Management
1.6   Elect Director John R. Huff             For       For          Management
1.7   Elect Director Jacques Lamarre          For       For          Management
1.8   Elect Director Maureen McCaw            For       For          Management
1.9   Elect Director Michael W. O'Brien       For       For          Management
1.10  Elect Director James W. Simpson         For       For          Management
1.11  Elect Director Eira M. Thomas           For       For          Management
1.12  Elect Director Steven W. Williams       For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

SUNTRUST BANKS, INC.

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

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


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

T. ROWE PRICE GROUP, INC.

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

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


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne S. Austin        For       For          Management
1.2   Elect Director Calvin Darden            For       For          Management
1.3   Elect Director Mary N. Dillon           For       For          Management
1.4   Elect Director James A. Johnson         For       For          Management
1.5   Elect Director Mary E. Minnick          For       For          Management
1.6   Elect Director Anne M. Mulcahy          For       For          Management
1.7   Elect Director Derica W. Rice           For       For          Management
1.8   Elect Director Stephen W. Sanger        For       For          Management
1.9   Elect Director Gregg W. Steinhafel      For       For          Management
1.10  Elect Director John G. Stumpf           For       For          Management
1.11  Elect Director Solomon D. Trujillo      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     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export
6     Prohibit Political Contributions        Against   Against      Shareholder


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  AUG 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Chaim Hurvitz as Director         For       For          Management
2.2   Elect Ory Slonim as Director            For       For          Management
2.3   Elect Dan Suesskind as Director         For       For          Management
3.1   Elect Joseph Nitzani as External        For       For          Management
      Director and Approve His Remuneration
3.2   Elect Dafna Schwartz as External        For       For          Management
      Director and Approve Her Remuneration
4     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
5     Approve Director/Officer Liability and  For       For          Management
      Indemnification Insurance
6.1   Amend Remuneration of Vice Chairman     For       For          Management
6.2   Approve Reimbursement of Expenses of    For       For          Management
      Board Chairman


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R.W. Babb, Jr.           For       For          Management
2     Elect Director D.A. Carp                For       For          Management
3     Elect Director C.S. Cox                 For       For          Management
4     Elect Director P.H. Patsley             For       For          Management
5     Elect Director R.E. Sanchez             For       For          Management
6     Elect Director W.R. Sanders             For       For          Management
7     Elect Director R.J. Simmons             For       For          Management
8     Elect Director R.K. Templeton           For       For          Management
9     Elect Director C.T. Whitman             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Richard J. Kogan         For       For          Management
6     Elect Director Michael J. Kowalski      For       For          Management
7     Elect Director John A. Luke, Jr.        For       For          Management
8     Elect Director Mark A. Nordenberg       For       For          Management
9     Elect Director Catherine A. Rein        For       For          Management
10    Elect Director William C. Richardson    For       For          Management
11    Elect Director Samuel C. Scott, III     For       For          Management
12    Elect Director Wesley W. von Schack     For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Require Independent Board Chairman      Against   For          Shareholder
16    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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

THE CHUBB CORPORATION

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

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


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       For          Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Richard M. Daley         For       For          Management
5     Elect Director Barry Diller             For       For          Management
6     Elect Director Evan G. Greenberg        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Muhtar Kent              For       For          Management
9     Elect Director Donald R. Keough         For       For          Management
10    Elect Director Robert A. Kotick         For       For          Management
11    Elect Director Maria Elena Lagomasino   For       For          Management
12    Elect Director Donald F. McHenry        For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director James D. Robinson, III   For       For          Management
15    Elect Director Peter V. Ueberroth       For       For          Management
16    Elect Director Jacob Wallenberg         For       For          Management
17    Elect Director James B. Williams        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Arnold A. Allemang       For       For          Management
2     Elect Director Jacqueline K. Barton     For       For          Management
3     Elect Director James A. Bell            For       For          Management
4     Elect Director Jeff M. Fettig           For       For          Management
5     Elect Director John B. Hess             For       For          Management
6     Elect Director Andrew N. Liveris        For       For          Management
7     Elect Director Paul Polman              For       For          Management
8     Elect Director Dennis H. Reilley        For       For          Management
9     Elect Director James M. Ringler         For       For          Management
10    Elect Director Ruth G. Shaw             For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Require Independent Board Chairman      Against   Against      Shareholder


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Francis S. Blake         For       For          Management
3     Elect Director Ari Bousbib              For       For          Management
4     Elect Director Gregory D. Brenneman     For       For          Management
5     Elect Director J. Frank Brown           For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Elect Director Ronald L. Sargent        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
15    Prepare Employment Diversity Report     Against   Against      Shareholder
16    Amend Right to Act by Written Consent   Against   Against      Shareholder
17    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Adopt Storm Water Run-off Management    Against   Against      Shareholder
      Policy


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

THE PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  JAN 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard O. Berndt        For       For          Management
2     Elect Director Charles E. Bunch         For       For          Management
3     Elect Director Paul W. Chellgren        For       For          Management
4     Elect Director Kay Coles James          For       For          Management
5     Elect Director Richard B. Kelson        For       For          Management
6     Elect Director Bruce C. Lindsay         For       For          Management
7     Elect Director Anthony A. Massaro       For       For          Management
8     Elect Director Jane G. Pepper           For       For          Management
9     Elect Director James E. Rohr            For       For          Management
10    Elect Director Donald J. Shepard        For       For          Management
11    Elect Director Lorene K. Steffes        For       For          Management
12    Elect Director Dennis F. Strigl         For       For          Management
13    Elect Director Thomas J. Usher          For       For          Management
14    Elect Director George H. Walls, Jr.     For       For          Management
15    Elect Director Helge H. Wehmeier        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Susan Desmond-Hellmann   For       For          Management
5     Elect Director Robert A. McDonald       For       For          Management
6     Elect Director W. James McNerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

THE SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Juanita Powell Baranco   For       For          Management
2     Elect Director Jon A. Boscia            For       For          Management
3     Elect Director Henry A. Clark, III      For       For          Management
4     Elect Director Thomas A. Fanning        For       For          Management
5     Elect Director H. William Habermeyer,   For       For          Management
      Jr.
6     Elect Director Veronica M. Hagen        For       For          Management
7     Elect Director Warren A. Hood, Jr.      For       For          Management
8     Elect Director Donald M. James          For       For          Management
9     Elect Director Dale E. Klein            For       For          Management
10    Elect Director William G. Smith, Jr.    For       For          Management
11    Elect Director Steven R. Specker        For       For          Management
12    Elect Director Larry D. Thompson        For       For          Management
13    Elect Director E. Jenner Wood, III      For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Coal Combustion Waste Hazard  Against   Against      Shareholder
      and Risk Mitigation Efforts
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Beller           For       For          Management
2     Elect Director John H. Dasburg          For       For          Management
3     Elect Director Janet M. Dolan           For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Jay S. Fishman           For       For          Management
6     Elect Director Lawrence G. Graev        For       For          Management
7     Elect Director Patricia L. Higgins      For       For          Management
8     Elect Director Thomas R. Hodgson        For       For          Management
9     Elect Director William J. Kane          For       For          Management
10    Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
11    Elect Director Donald J. Shepard        For       For          Management
12    Elect Director Laurie J. Thomsen        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Political Contributions       Against   Against      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John S. Chen             For       For          Management
3     Elect Director Judith L. Estrin         For       For          Management
4     Elect Director Robert A. Iger           For       For          Management
5     Elect Director Fred H. Langhammer       For       For          Management
6     Elect Director Aylwin B. Lewis          For       For          Management
7     Elect Director Monica C. Lozano         For       For          Management
8     Elect Director Robert W. Matschullat    For       For          Management
9     Elect Director Sheryl Sandberg          For       For          Management
10    Elect Director Orin C. Smith            For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Martin Harris         For       For          Management
2     Elect Director Judy C. Lewent           For       For          Management
3     Elect Director Jim P. Manzi             For       For          Management
4     Elect Director Lars R. Sorensen         For       For          Management
5     Elect Director Elaine S. Ullian         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management


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

TIME WARNER CABLE INC.

Ticker:       TWC            Security ID:  88732J207
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carole Black             For       For          Management
2     Elect Director Glenn A. Britt           For       For          Management
3     Elect Director Thomas H. Castro         For       For          Management
4     Elect Director David C. Chang           For       For          Management
5     Elect Director James E. Copeland, Jr.   For       For          Management
6     Elect Director Peter R. Haje            For       For          Management
7     Elect Director Donna A. James           For       For          Management
8     Elect Director Don Logan                For       For          Management
9     Elect Director N.J. Nicholas, Jr.       For       For          Management
10    Elect Director Wayne H. Pace            For       For          Management
11    Elect Director Edward D. Shirley        For       For          Management
12    Elect Director John E. Sununu           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Provide Right to Call Special Meeting   Against   For          Shareholder


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James L. Barksdale       For       For          Management
2     Elect Director William P. Barr          For       For          Management
3     Elect Director Jeffrey L. Bewkes        For       For          Management
4     Elect Director Stephen F. Bollenbach    For       For          Management
5     Elect Director Robert C. Clark          For       For          Management
6     Elect Director Mathias Dopfner          For       For          Management
7     Elect Director Jessica P. Einhorn       For       For          Management
8     Elect Director Fred Hassan              For       For          Management
9     Elect Director Kenneth J. Novack        For       For          Management
10    Elect Director Paul D. Wachter          For       For          Management
11    Elect Director Deborah C. Wright        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent Against   Against      Shareholder


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew H. Card, Jr.      For       For          Management
2     Elect Director Erroll B. Davis, Jr.     For       For          Management
3     Elect Director Thomas J. Donohue        For       For          Management
4     Elect Director Archie W. Dunham         For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Charles C. Krulak        For       For          Management
7     Elect Director Michael R. McCarthy      For       For          Management
8     Elect Director Michael W. McConnell     For       For          Management
9     Elect Director Thomas F. McLarty, III   For       For          Management
10    Elect Director Steven R. Rogel          For       For          Management
11    Elect Director Jose H. Villarreal       For       For          Management
12    Elect Director James R. Young           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder
16    Stock Retention                         Against   Against      Shareholder


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

UNITED STATES STEEL CORPORATION

Ticker:       X              Security ID:  912909108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank J. Lucchino        For       For          Management
2     Elect Director Seth E. Schofield        For       For          Management
3     Elect Director John P. Surma            For       For          Management
4     Elect Director David S. Sutherland      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       Against   For          Shareholder


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier,Ph.D For       For          Management
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Richard D. McCormick     For       For          Management
8     Elect Director Harold McGraw, III       For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director H. Patrick Swygert       For       For          Management
11    Elect Director Andre Villeneuve         For       For          Management
12    Elect Director Christine Todd Whitman   For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ronald K. Calgaard       For       For          Management
2     Elect Director Jerry D. Choate          For       For          Management
3     Elect Director Ruben M. Escobedo        For       For          Management
4     Elect Director William R. Klesse        For       For          Management
5     Elect Director Bob Marbut               For       For          Management
6     Elect Director Donald L. Nickles        For       For          Management
7     Elect Director Philip J. Pfeiffer       For       For          Management
8     Elect Director Robert A. Profusek       For       For          Management
9     Elect Director Susan Kaufman Purcell    For       For          Management
10    Elect Director Stephen M. Waters        For       For          Management
11    Elect Director Randall J. Weisenburger  For       For          Management
12    Elect Director Rayford Wilkins, Jr.     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Political Contributions       Against   Against      Shareholder
16    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts



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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director Melanie L. Healey        For       For          Management
3     Elect Director M. Frances Keeth         For       For          Management
4     Elect Director Robert W. Lane           For       For          Management
5     Elect Director Lowell C. McAdam         For       For          Management
6     Elect Director Sandra O. Moose          For       For          Management
7     Elect Director Joseph Neubauer          For       For          Management
8     Elect Director Donald T. Nicolaisen     For       For          Management
9     Elect Director Clarence Otis, Jr.       For       For          Management
10    Elect Director Hugh B. Price            For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Disclose Prior Government Service       Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder
16    Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Commit to Wireless Network Neutrality   Against   Against      Shareholder


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

WELLPOINT, INC.

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lenox D. Baker, Jr.      For       For          Management
2     Elect Director Susan B. Bayh            For       For          Management
3     Elect Director Julie A. Hill            For       For          Management
4     Elect Director Ramiro G. Peru           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Report on Political Contributions       Against   Against      Shareholder


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       Against      Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   For          Shareholder
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Adopt Proxy Access Right                Against   Against      Shareholder
21    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations

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

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LORD ABBETT AFFILIATED FUND, INC.

By: /s/ Robert S. Dow

Robert S. Dow

Chief Executive Officer and Chairman

Date: August 21, 2012